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ORIX CORP

Foreign Filer Report Nov 8, 2024

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6-K 1 d858652d6k.htm FORM 6-K Form 6-K

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-14856

ORIX Corporation

(Translation of Registrant’s Name into English)

World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo, JAPAN

(Address of Principal Executive Offices)

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

Form 20-F ☒ Form 40-F ☐

Table of Contents

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Material Contained in this Report

1. ORIX’s Second Quarter Consolidated Financial Results (April 1, 2024 –September 30, 2024) filed with the Tokyo Stock Exchange on Friday, November 8, 2024.
2. Announcement Regarding Interim Dividend and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025.

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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/ Yasuaki Mikami
Yasuaki Mikami
Member of the Board of Directors Senior Managing Executive Officer Responsible for Corporate Function Unit Responsible for Work Style Reform Project ORIX Corporation

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Consolidated Financial Results

April 1, 2024 - September 30, 2024

November 8, 2024

In preparing its consolidated financial information, ORIX Corporation (the “Company”) and its subsidiaries have complied with generally accepted accounting principles in the United States of America.

This document may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission.

The Company believes that it may have been a “passive foreign investment company” for U.S. federal income tax purposes in the year to which these consolidated financial results relate by reason of the composition of its assets and the nature of its income. In addition, the Company may be a PFIC for the foreseeable future. Assuming that the Company is a PFIC, a U.S. holder of the shares or American depositary shares of the Company will be subject to special rules generally intended to eliminate any benefits from the deferral of U.S. federal income tax that a holder could derive from investing in a foreign corporation that does not distribute all of its earnings on a current basis. Investors should consult their tax advisors with respect to such rules, which are summarized in the Company’s annual report.

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-Ku, Tokyo, 105-5135

JAPAN

Tel: +81-3-3435-3121 Fax: +81-3-3435-3154

E-mail: [email protected]

Table of Contents

Consolidated Financial Results from April 1, 2024 to September 30, 2024

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

Corporate Name: ORIX Corporation
Listed Exchanges: Tokyo Stock Exchange (Securities No. 8591)
New York Stock Exchange (Trading Symbol: IX)
Head Office: Tokyo JAPAN
Tel: +81-3-3435-3121
(URL https://www.orix.co.jp/grp/en/ir/)

1. Performance Highlights as of and for the Six Months Ended September 30, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

September 30, 2024 1,403,633 3.2 % 196,972 20.0 % 256,991 39.3 % 182,946 42.8 %
September 30, 2023 1,359,956 (0.4 %) 164,164 8.1 % 184,467 11.0 % 128,100 4.7 %

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥59,896 million for the six months ended September 30, 2024 (year-on-year change was a 80.0% decrease) and ¥298,830 million for the six months ended September 30, 2023 (year-on-year change was a 9.9% decrease)

*Note 1: The presentation of equity method investment has been changed since the fourth quarter of the fiscal year ended March 31, 2024(“fiscal 2024”). As a result, certain line items presented in our consolidated statements of income for the six months ended September 30, 2023 have been retrospectively reclassified for this change.

September 30, 2024 159.42 159.15
September 30, 2023 109.92 109.76

*Note 2: Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for per share and dividend amounts, which are in single yen.

(2) Performance Highlights - Financial Position (Unaudited)

September 30, 2024 16,339,977 3,978,907 3,902,197 23.9 %
March 31, 2024 16,322,100 4,021,965 3,941,466 24.1 %

*Note 3: “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”

“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”

2. Dividends (Unaudited)

March 31, 2024 — 42.80 — 55.80 98.60
March 31, 2025 — 62.17 — — —
March 31, 2025 (Est.) — — — — 98.60

*Note 4: Revision from the previously announced dividend forecast: Yes

Regarding the interim dividend for the fiscal year ending March 31, 2025, we have decided the dividend per share of ¥62.17 by applying the dividend payout ratio of 39% to earnings per share for the six months ended September 30, 2024.

For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or ¥98.60 per share and the minimum dividend has been stated in the above table.

The annual dividend will be determined in accordance with the progress to the consolidated earnings forecast which is net income attributable to ORIX Corporation Shareholders of ¥390 billion. We will promptly announce the forecast for the annual dividend as soon as it is updated.

3. Forecast for the Year Ending March 31, 2025 (Unaudited)

March 31, 2025 390,000 12.7 %

*Note 5: Although forward-looking statements in this document are based on information currently available to ORIX Corporation and are based on assumptions deemed reasonable by ORIX Corporation, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.

Factors causing a result that differs from forward-looking statements include, but are not limited to, those described under “Risk Factors” in our Form 20-F submitted to the U.S. Securities and Exchange Commission.

4. Other Information

(1) Significant Changes in Scope of Consolidation Yes ( )  No ( x )
Addition - None (        ) Exclusion - None (        )
(2) Adoption of Simplified Accounting Method Yes ( )  No ( x )
(3) Changes in Accounting Principles, Procedures and Disclosures
1. Changes due to adoptions of new accounting standards Yes ( x )  No ( )
2. Other than those above Yes ( )  No ( x )

(4) Number of Issued Shares (Ordinary Shares)

  1. The number of issued shares, including treasury stock, was 1,214,961,054 as of September 30, 2024, and 1,214,961,054 as of March 31, 2024.

  2. The number of treasury stock was 69,962,232 as of September 30, 2024, and 60,748,162 as of March 31, 2024.

  3. The average number of outstanding shares was 1,147,474,112 for the six months ended September 30, 2024, and 1,165,399,765 for the six months ended September 30, 2023.

The Company’s shares held through the Board Incentive Plan Trust (3,535,096 shares as of September 30, 2024, and 2,727,686 shares as of March 31, 2024) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.

  • These consolidated financial results from April 1, 2024, to September 30, 2024, are not subject to certified public accountant’s or audit firm’s interim review.

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Six Months Ended September 30, 2024

Amount Percent
Total Revenues (millions of yen) 1,359,956 1,403,633 43,677 3 %
Total Expenses (millions of yen) 1,195,792 1,206,661 10,869 1 %
Income before Income Taxes (millions of yen) 184,467 256,991 72,524 39 %
Net Income Attributable to ORIX Corporation Shareholders (millions of yen) 128,100 182,946 54,846 43 %
Earnings Per Share (Basic) (yen) 109.92 159.42 49.50 45 %
(Diluted) (yen) 109.76 159.15 49.39 45 %
ROE (Annualized) *1 (%) 7.0 9.3 2.3 —
ROA (Annualized) *2 (%) 1.65 2.24 0.59 —

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

*Note 2: ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.

*Note 3: The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the six months ended September 30, 2023 have been retrospectively reclassified for this change.

Overview of Business Performance (April 1, 2024 to September 30, 2024)

Total revenues for the six months ended September 30, 2024 increased 3% to ¥1,403,633 million compared to ¥1,359,956 million during the same period of the previous fiscal year due to increases in operating leases revenues, sales of goods and real estate and services income, offset by decreases in life insurance premiums and related investment income.

Total expenses increased 1% to ¥1,206,661 million compared to ¥1,195,792 million during the same period of the previous fiscal year due to increases in costs of operating leases, costs of goods and real estate sold, services expense and selling, general and administrative expenses, offset by decreases in life insurance costs.

Equity in net income of equity method investments increased by ¥11,841 million to ¥28,516 million compared to the same period of the previous fiscal year, and gains on sales of subsidiaries and equity method investments and liquidation losses, net increased by ¥27,875 million to ¥31,503 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the six months ended September 30, 2024 increased 39% to ¥256,991 million compared to ¥184,467 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 43% to ¥182,946 million compared to ¥128,100 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the six months ended September 30, 2024 increased 29% to ¥287,769 million compared to the same period of the previous fiscal year.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the six months ended September 30, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the six months ended September 30, 2023 have been retrospectively reclassified.

Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

Segment information for the six months ended September 30, 2024 is as follows:

Corporate Financial Services and Maintenance Leasing : Finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment

Amount (millions of yen) Percent (%)
Segment Profits 41,373 45,566 4,193 10
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,777,320 1,806,160 28,840 2

Segment profits increased 10% to ¥45,566 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues and an increase in gains on sales of subsidiaries and equity method investments.

Segment assets increased 2% to ¥1,806,160 million compared to the end of the previous fiscal year due to an increase in installment loans.

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Real Estate : Real estate development, rental and management; facility operations; real estate asset management

Amount (millions of yen) Percent (%)
Segment Profits 27,510 50,357 22,847 83
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,110,087 1,111,185 1,098 0

Segment profits increased 83% to ¥50,357 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues and an increase in services income.

Segment assets totaled ¥1,111,185 million, remaining relatively unchanged compared to the end of the previous fiscal year.

PE Investment and Concession : Private equity investment; concession

Amount (millions of yen) Percent (%)
Segment Profits 9,925 46,997 37,072 374
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,066,647 988,286 (78,361 ) (7 )

Segment profits increased 374% to ¥46,997 million compared to the same period of the previous fiscal year due to an increase in gains on sales of subsidiaries and equity method investments resulting from the sale of investees and an increase in equity in net income (loss) of equity method investments.

Segment assets decreased 7% to ¥988,286 million compared to the end of the previous fiscal year due to a decrease in cash and cash equivalents and a decrease in investment in securities.

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Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels; recycling and waste management

Amount (millions of yen) Percent (%)
Segment Profits 12,128 2,346 (9,782 ) (81 )
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 976,434 1,046,312 69,878 7

Segment profits decreased 81% to ¥2,346 million compared to the same period of the previous fiscal year due to an increase in services expense and in selling, general and administrative expenses, and a decrease in equity in net income (loss) of equity method investments.

Segment assets increased 7% to ¥1,046,312 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

Insurance : Life insurance

Amount (millions of yen) Percent (%)
Segment Profits 37,451 40,857 3,406 9
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,921,927 2,901,167 (20,760 ) (1 )

Segment profits increased 9% to ¥40,857 million compared to the same period of the previous fiscal year due to a decrease in life insurance costs, offset by a decrease in life insurance premiums and related investment income.

Segment assets decreased 1% to ¥2,901,167 million compared to the end of the previous fiscal year due to a decrease in investment in securities.

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Banking and Credit : Banking; consumer finance

Amount (millions of yen) Percent (%)
Segment Profits 16,802 13,107 (3,695 ) (22 )
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,934,217 2,921,424 (12,793 ) (0 )

Segment profits decreased 22% to ¥13,107 million compared to the same period of the previous fiscal year due to a decrease in finance revenues as a result of ORIX Credit Corporation becoming an equity method investee due to the partial sale of its shares in the fourth quarter of fiscal 2024.

Segment assets totaled ¥2,921,424 million, remaining relatively unchanged compared to the end of the previous fiscal year.

Aircraft and Ships : Aircraft investment and management; ship-related finance and investment

Amount (millions of yen) Percent (%)
Segment Profits 18,794 32,011 13,217 70
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,169,641 1,221,976 52,335 4

Segment profits increased 70% to ¥32,011 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues as a result of a new acquisition of a subsidiary in the fourth quarter of fiscal 2024.

Segment assets increased 4% to ¥1,221,976 million compared to the end of the previous fiscal year due to an increase in investment in operating leases, offset by a decrease resulting from foreign exchange effects.

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ORIX USA : Finance, investment and asset management in the Americas

Amount (millions of yen) Percent (%)
Segment Profits 21,491 16,607 (4,884 ) (23 )
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,694,484 1,540,075 (154,409 ) (9 )

Segment profits decreased 23% to ¥16,607 million compared to the same period of the previous fiscal year due to a decrease in gains on investment securities and dividends and an increase in selling, general and administrative expenses, offset by an increase in gains on sales of subsidiaries and equity method investments.

Segment assets decreased 9% to ¥1,540,075 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects and a decrease in installment loans.

ORIX Europe : Asset management of global equity and fixed income

Amount (millions of yen) Percent (%)
Segment Profits 19,536 20,797 1,261 6
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 662,139 662,997 858 0

Segment profits increased 6% to ¥20,797 million compared to the same period of the previous fiscal year due to an increase in services income, offset by an increase in selling, general and administrative expenses.

Segment assets totaled ¥662,997 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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Asia and Australia : Finance and investment businesses in Asia and Australia

Amount (millions of yen) Percent (%)
Segment Profits 18,520 19,124 604 3
As of March 31, 2024 (millions of yen) As of September 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,709,233 1,707,973 (1,260 ) (0 )

Segment profits increased 3% to ¥19,124 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues.

Segment assets totaled ¥1,707,973 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

Amount Percent
Total Assets (millions of yen) 16,322,100 16,339,977 17,877 0 %
(Segment Assets) *1 16,022,129 15,907,555 (114,574 ) (1 )%
Total Liabilities (millions of yen) 12,297,490 12,358,564 61,074 0 %
(Short-term and Long-term Debt) 6,200,471 6,239,117 38,646 1 %
(Deposits) 2,245,835 2,295,120 49,285 2 %
Shareholders’ Equity *2 (millions of yen) 3,941,466 3,902,197 (39,269 ) (1 )%
Shareholders’ Equity Per Share *3 (yen) 3,422.94 3,418.59 (4.35 ) (0 )%

*Note 1: Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

*Note 2: “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity” based on U.S. GAAP.

*Note 3: “Shareholders’ Equity Per Share” is calculated using “Total ORIX Corporation Shareholders’ Equity”.

Total assets remained relatively unchanged at ¥16,339,977 million compared to the end of the previous fiscal year due to increases in cash and cash equivalents, investment in operating leases and equity method investments, offset by decreases in installment loans, investment in securities and trade notes, accounts and other receivable. In addition, segment assets decreased 1% to ¥15,907,555 million compared to the end of the previous fiscal year.

Total liabilities remained relatively unchanged at ¥12,358,564 million compared to the end of the previous fiscal year due to increases in short-term debt and deposits, offset by decreases in trade notes, accounts and other payable and long-term debt.

Shareholders’ equity decreased 1% to ¥3,902,197 million compared to the end of the previous fiscal year.

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2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets — Cash and Cash Equivalents 1,032,810 1,168,945
Restricted Cash 152,497 134,675
Net Investment in Leases 1,155,023 1,159,348
Installment Loans 3,958,814 3,826,463
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥129,959 million
September 30, 2024 ¥130,873 million
Allowance for Credit Losses (58,110 ) (53,756 )
Investment in Operating Leases 1,868,574 2,006,000
Investment in Securities 3,263,079 3,185,088
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥35,696 million
September 30, 2024 ¥42,409 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2024
Amortized Cost ¥3,015,940 million
Allowance for Credit Losses ¥(634) million
September 30, 2024
Amortized Cost ¥3,029,912 million
Allowance for Credit Losses ¥(540) million
Property under Facility Operations 689,573 696,139
Equity method investments 1,313,887 1,362,461
Trade Notes, Accounts and Other Receivable 401,368 354,546
Inventories 227,359 216,911
Office Facilities 248,458 245,046
Other Assets 2,068,768 2,038,111
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥2,786 million
September 30, 2024 ¥2,859 million
Total Assets 16,322,100 16,339,977
Liabilities and Equity
Short-term Debt 574,095 744,478
Deposits 2,245,835 2,295,120
Trade Notes, Accounts and Other Payable 362,504 297,336
Policy Liabilities and Policy Account Balances 1,892,510 1,930,730
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥167,207 million
September 30, 2024 ¥151,331 million
Current and Deferred Income Taxes 570,724 550,235
Long-term Debt 5,626,376 5,494,639
Other Liabilities 1,025,446 1,046,026
Total Liabilities 12,297,490 12,358,564
Redeemable Noncontrolling Interests 2,645 2,506
Commitments and Contingent Liabilities
Common Stock 221,111 221,111
Additional Paid-in Capital 233,457 233,955
Retained Earnings 3,259,730 3,378,114
Accumulated Other Comprehensive Income 357,148 234,098
Treasury Stock, at Cost (129,980 ) (165,081 )
Total ORIX Corporation Shareholders’ Equity 3,941,466 3,902,197
Noncontrolling Interests 80,499 76,710
Total Equity 4,021,965 3,978,907
Total Liabilities and Equity 16,322,100 16,339,977
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Note : Breakdown of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities (250,806 ) (305,550 )
Impact of changes in policy liability discount rate 257,785 260,526
Debt valuation adjustments 84 9
Defined benefit pension plans 9,670 9,145
Foreign currency translation adjustments 324,208 261,985
Net unrealized gains on derivative instruments 16,207 7,983
Total 357,148 234,098
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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Revenues :
Finance revenues 171,642 164,734
Gains on investment securities and dividends 10,850 6,550
Operating leases 259,949 310,848
Life insurance premiums and related investment income 285,738 233,808
Sales of goods and real estate 173,800 190,874
Services income 457,977 496,819
Total Revenues 1,359,956 1,403,633
Expenses :
Interest expense 90,891 83,717
Costs of operating leases 176,894 192,799
Life insurance costs 222,097 166,863
Costs of goods and real estate sold 124,795 139,155
Services expense 267,177 290,952
Other (income) and expense 2,503 10,902
Selling, general and administrative expenses 302,265 314,225
Provision for credit losses 8,616 7,319
Write-downs of long-lived assets 538 506
Write-downs of securities 16 223
Total Expenses 1,195,792 1,206,661
Operating Income 164,164 196,972
Equity in Net Income of Equity method investments 16,675 28,516
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net 3,628 31,503
Income before Income Taxes 184,467 256,991
Provision for Income Taxes 53,827 74,862
Net Income 130,640 182,129
Net Income (Loss) Attributable to the Noncontrolling Interests 2,502 (973 )
Net Income Attributable to the Redeemable Noncontrolling Interests 38 156
Net Income Attributable to ORIX Corporation Shareholders 128,100 182,946

Note: The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the six months ended September 30, 2023 have been retrospectively reclassified for this change.

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

Six months ended September 30, 2023 Six months ended September 30, 2024
Net Income : 130,640 182,129
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities (100,412 ) (54,756 )
Impact of changes in policy liability discount rate 110,576 2,741
Net change of debt valuation adjustments (123 ) (75 )
Net change of defined benefit pension plans (89 ) (526 )
Net change of foreign currency translation adjustments 163,583 (63,533 )
Net change of unrealized gains (losses) on derivative instruments 2,408 (8,229 )
Total other comprehensive income (loss) 175,943 (124,378 )
Comprehensive Income 306,583 57,751
Comprehensive Income (Loss) Attributable to the Noncontrolling Interests 7,553 (2,132 )
Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling
Interests 200 (13 )
Comprehensive Income Attributable to ORIX Corporation Shareholders 298,830 59,896

(4) Assumptions for Going Concern

There is no corresponding item.

(5) Significant Changes in Shareholders’ Equity

There is no corresponding item.

(6) Changes in Accounting Policies

(Adoption of New Accounting Standards)

In March 2023, Accounting Standards Update 2023-02 (“Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”) was issued as the amendments to ASC 323 (“Investments—Equity Method and Joint Ventures”). This update expands the investments eligible to elect to apply the proportional amortization method to tax equity investments in similar tax credit programs other than the low-income housing tax credit (LIHTC). This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company and its subsidiaries adopted this update on April 1, 2024, on a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings as of the fiscal year of adoption. The effects of adopting this update on the Company and its subsidiaries’ financial position at the adoption date were a decrease of ¥157 million in other assets and a decrease of ¥157 million in retained earnings in the consolidated balance sheets.

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(7) Segment Information (Unaudited)

The financial information about the operating segments reported below is that which is available for each segment and evaluated regularly by the chief operating decision maker in charge of resource allocation and performance assessment.

An overview of the operations for each of the ten operating segments follows below.

Corporate Financial Services and Maintenance Leasing : Finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment
Real Estate : Real estate development, rental and management; facility operations; real estate asset management
PE Investment and Concession : Private equity investment and concession
Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels; recycling and waste
management
Insurance : Life insurance
Banking and Credit : Banking and consumer finance
Aircraft and Ships : Aircraft investment and management; ship-related finance and investment
ORIX USA : Finance, investment and asset management in the Americas
ORIX Europe : Asset management of global equity and fixed income
Asia and Australia : Finance and investment businesses in Asia and Australia

The accounting policies of the segments are almost the same as accounting policies for interim condensed consolidated financial statements except for the treatment of income tax expenses, net income attributable to noncontrolling interests, and net income attributable to redeemable noncontrolling interests. The chief operating decision maker evaluates the performance of the segments based on the amount equivalent to income before income taxes, net income attributable to noncontrolling interests and net income attributable to redeemable noncontrolling interests before the applicable tax effects. Income taxes are not included in segment profits or losses because management evaluates segments’ performance on a pre-tax basis. Most of selling, general and administrative expenses, including compensation costs that are directly related to the revenue generating activities of each segment and excluding the expenses that should be borne by ORIX Group as a whole, have been accumulated by and charged to each segment. Gains and losses that management does not consider for evaluating the performance of the segments, such as certain interest expenses and write-downs of certain long-lived assets and certain foreign exchange gains or losses (included in other (income) and expense) are excluded from the segment profits or losses, and are regarded as corporate items.

Assets attributed to each segment are total assets except for certain cash and head office assets.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the six months ended September 30, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the six months ended September 30, 2023 have been retrospectively reclassified.

Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

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Segment information for the six months ended September 30, 2023 and six months ended September 30, 2024 is as follows:

Six months ended September 30, 2023
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Finance revenues 31,398 3,008 814 720 144 39,630 4,051
Gains on investment securities and dividends 2,167 479 228 (8 ) 0 187 232
Operating leases 132,122 24,289 19,957 40 0 0 21,867
Life insurance premiums and related investment income 0 0 0 0 287,026 0 0
Sales of goods and real estate 2,135 52,514 114,149 1,658 0 0 97
Services income 52,421 139,003 38,128 79,562 1,416 3,111 2,999
Total Segment Revenues 220,243 219,293 173,276 81,972 288,586 42,928 29,246
Interest expense 2,699 1,427 1,690 5,046 0 2,608 5,089
Costs of operating leases 95,428 12,537 13,352 9 0 0 10,278
Life insurance costs 0 0 0 0 222,032 0 0
Costs of goods and real estate sold 1,681 40,754 79,379 1,005 0 0 97
Services expense 28,361 118,397 26,666 53,908 0 3,436 506
Other (income) and expense 8,326 (301 ) (605 ) 963 (3 ) (276 ) (2,973 )
Selling, general and administrative expenses 43,938 20,611 42,498 9,036 29,105 16,041 4,936
Provision for credit losses, and write-downs of long-lived assets and securities 388 434 191 25 0 4,116 (0 )
Total Segment Expenses 180,821 193,859 163,171 69,992 251,134 25,925 17,933
Equity in Net income (Loss) of equity method investments and others 1,951 2,076 (180 ) 148 (1 ) (201 ) 7,481
Segment Profits 41,373 27,510 9,925 12,128 37,451 16,802 18,794
Significant non-cash items:
Depreciation and amortization 75,456 9,118 13,537 13,780 6,159 708 10,602
Increase in policy liabilities and policy account balances 0 0 0 0 100,338 0 0
Expenditures for long-lived assets 88,875 29,607 9,568 26,808 224 4 126,481
Millions of yen
Six months ended September 30, 2023
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 57,662 1,053 34,208 172,688
Gains on investment securities and dividends 4,591 1,889 375 10,140
Operating leases 699 0 58,496 257,470
Life insurance premiums and related investment income 0 0 0 287,026
Sales of goods and real estate 231 0 153 170,937
Services income 24,554 101,332 11,847 454,373
Total Segment Revenues 87,737 104,274 105,079 1,352,634
Interest expense 24,363 141 16,225 59,288
Costs of operating leases 104 0 43,447 175,155
Life insurance costs 0 0 0 222,032
Costs of goods and real estate sold 139 0 145 123,200
Services expense 1,535 25,938 7,365 266,112
Other (income) and expense (1,400 ) (196 ) (1,047 ) 2,488
Selling, general and administrative expenses 41,581 61,258 20,000 289,004
Provision for credit losses, and write-downs of long-lived assets and securities 1,005 0 3,009 9,168
Total Segment Expenses 67,327 87,141 89,144 1,146,447
Equity in Net income (Loss) of equity method investments and others 1,081 2,403 2,585 17,343
Segment Profits 21,491 19,536 18,520 223,530
Significant non-cash items:
Depreciation and amortization 1,859 3,221 42,083 176,523
Increase in policy liabilities and policy account balances 0 0 0 100,338
Expenditures for long-lived assets 340 130 89,850 371,887
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Six months ended September 30, 2024
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Finance revenues 30,890 2,467 5,978 616 159 28,818 3,333
Gains on investment securities and dividends 1,460 845 586 (8 ) 0 65 139
Operating leases 139,859 37,842 20,605 39 0 0 41,900
Life insurance premiums and related investment income 0 0 0 0 235,014 0 0
Sales of goods and real estate 1,812 61,793 122,384 1,481 0 0 196
Services income 54,783 157,232 31,473 86,834 (1 ) 1,567 5,734
Total Segment Revenues 228,804 260,179 181,026 88,962 235,172 30,450 51,302
Interest expense 3,278 1,172 1,655 6,211 81 2,745 8,563
Costs of operating leases 98,878 11,941 13,072 9 0 0 17,581
Life insurance costs 0 0 0 0 166,834 0 0
Costs of goods and real estate sold 1,489 49,789 84,951 836 0 0 199
Services expense 29,522 125,059 21,928 65,705 0 4,433 2,151
Other (income) and expense 8,757 703 (449 ) 562 (140 ) 106 (2,543 )
Selling, general and administrative expenses 45,051 20,873 43,194 10,828 27,539 10,635 5,004
Provision for credit losses, and write-downs of long-lived assets and securities 1,060 60 93 238 1 308 (0 )
Total Segment Expenses 188,035 209,597 164,444 84,389 194,315 18,227 30,955
Equity in Net income (Loss) of equity method investments and others 4,797 (225 ) 30,415 (2,227 ) (0 ) 884 11,664
Segment Profits 45,566 50,357 46,997 2,346 40,857 13,107 32,011
Significant non-cash items:
Depreciation and amortization 77,763 9,494 12,910 16,713 14,842 326 13,728
Increase in policy liabilities and policy account balances 0 0 0 0 41,053 0 0
Expenditures for long-lived assets 100,876 40,706 7,941 21,293 77 0 174,188
Millions of yen
Six months ended September 30, 2024
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 53,163 1,990 37,885 165,299
Gains on investment securities and dividends (280 ) 3,821 (47 ) 6,581
Operating leases 292 0 67,510 308,047
Life insurance premiums and related investment income 0 0 0 235,014
Sales of goods and real estate 235 0 246 188,147
Services income 22,255 120,866 12,016 492,759
Total Segment Revenues 75,665 126,677 117,610 1,395,847
Interest expense 22,225 373 20,972 67,275
Costs of operating leases 649 0 48,902 191,032
Life insurance costs 0 0 0 166,834
Costs of goods and real estate sold 151 0 229 137,644
Services expense 854 32,629 7,599 289,880
Other (income) and expense (2,284 ) 4,609 (621 ) 8,700
Selling, general and administrative expenses 45,360 69,026 21,782 299,292
Provision for credit losses, and write-downs of long-lived assets and securities 1,617 115 4,555 8,047
Total Segment Expenses 68,572 106,752 103,418 1,168,704
Equity in Net income (Loss) of equity method investments and others 9,514 872 4,932 60,626
Segment Profits 16,607 20,797 19,124 287,769
Significant non-cash items:
Depreciation and amortization 1,736 3,202 47,103 197,817
Increase in policy liabilities and policy account balances 0 0 0 41,053
Expenditures for long-lived assets 878 480 86,152 432,591
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Segment information as of March 31, 2024 and September 30, 2024 is as follows:

As of March 31, 2024
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Net investment in leases 567,735 51,978 1,238 3,104 0 0 0
Installment loans 346,840 52 115,629 2,255 11,792 2,378,183 60,468
Investment in operating leases 535,655 278,191 56,286 250 26,876 0 557,867
Investment in securities 36,683 4,036 36,729 571 2,236,495 311,237 11,960
Property under facility operations and servicing assets 17,404 165,387 41,416 453,252 0 0 0
Inventories 928 174,990 47,553 2,463 0 0 733
Advances for finance lease and operating lease 3,400 114,649 5 0 0 0 9,232
Equity method investments 14,984 143,751 118,310 219,018 29,742 43,601 399,061
Advances for property under facility operations 0 8,183 4,466 44,962 0 0 0
Goodwill, intangible assets acquired in business combinations 28,693 52,898 351,202 121,174 4,452 0 19,114
Other assets 224,998 115,972 293,813 129,385 612,570 201,196 111,206
Segment Assets 1,777,320 1,110,087 1,066,647 976,434 2,921,927 2,934,217 1,169,641
Millions of yen
As of March 31, 2024
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 505 0 530,426 1,154,986
Installment loans 699,384 0 343,936 3,958,539
Investment in operating leases 9,858 0 395,573 1,860,556
Investment in securities 509,172 82,568 33,520 3,262,971
Property under facility operations and servicing assets 79,747 0 1,849 759,055
Inventories 159 0 224 227,050
Advances for finance lease and operating lease 0 0 3,017 130,303
Equity method investments 61,415 11,907 271,682 1,313,471
Advances for property under facility operations 0 0 0 57,611
Goodwill, intangible assets acquired in business combinations 176,785 364,773 7,313 1,126,404
Other assets 157,459 202,891 121,693 2,171,183
Segment Assets 1,694,484 662,139 1,709,233 16,022,129
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As of September 30, 2024
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Net investment in leases 561,576 48,277 1,064 2,436 0 0 0
Installment loans 363,951 41 119,949 2,784 11,951 2,368,834 44,765
Investment in operating leases 545,046 315,784 57,463 243 26,742 0 643,430
Investment in securities 29,834 1,623 9,182 577 2,215,325 311,975 11,095
Property under facility operations and servicing assets 17,281 160,902 32,730 473,394 0 0 29
Inventories 621 168,672 42,333 2,701 0 0 1,896
Advances for finance lease and operating lease 3,218 76,221 4 0 0 0 18,062
Equity method investments 14,676 173,186 129,267 246,490 31,818 44,423 375,458
Advances for property under facility operations 0 10,787 113 52,905 0 0 0
Goodwill, intangible assets acquired in business combinations 25,971 51,850 343,976 128,736 4,452 0 29,337
Other assets 243,986 103,842 252,205 136,046 610,879 196,192 97,904
Segment Assets 1,806,160 1,111,185 988,286 1,046,312 2,901,167 2,921,424 1,221,976
Millions of yen
As of September 30, 2024
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 455 0 545,487 1,159,295
Installment loans 596,207 0 317,970 3,826,452
Investment in operating leases 11,486 0 397,101 1,997,295
Investment in securities 484,048 86,924 34,499 3,185,082
Property under facility operations and servicing assets 73,571 0 1,736 759,643
Inventories 212 0 156 216,591
Advances for finance lease and operating lease 0 0 3,864 101,369
Equity method investments 57,845 11,592 277,269 1,362,024
Advances for property under facility operations 0 0 0 63,805
Goodwill, intangible assets acquired in business combinations 165,697 351,985 7,003 1,109,007
Other assets 150,554 212,496 122,888 2,126,992
Segment Assets 1,540,075 662,997 1,707,973 15,907,555
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The reconciliation of segment totals to the condensed consolidated financial statement amounts is as follows:

Six months ended September 30, 2023 Six months ended September 30, 2024
Segment revenues:
Total revenues for segments 1,352,634 1,395,847
Revenues related to corporate assets 34,142 34,620
Revenues from inter-segment transactions (26,820 ) (26,834 )
Total consolidated revenues 1,359,956 1,403,633
Segment profits:
Total profits for segments 223,530 287,769
Corporate profits (losses) (42,011 ) (30,109 )
Net income attributable to the noncontrolling interests and net income attributable to the
redeemable noncontrolling interests 2,948 (669 )
Total consolidated income before income taxes 184,467 256,991

(8) Subsequent Events

There are no material subsequent events.

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Announcement Regarding Interim Dividend and Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2025

TOKYO, Japan — November 8, 2024 — ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution approving the interim dividend, the record date of which is September 30, 2024. The annual dividend forecast for the fiscal year ending March 31, 2025 is also included in this announcement as below.

Interim Dividend Detail for the Fiscal Year Ending March 31, 2025

Regarding the interim dividend for the fiscal year ending March 31, 2025, we have decided a dividend per share of 62.17 yen based on the dividend policy announced on May 8, 2024.

Amount Decided Previously Announced Dividend Forecast Interim Dividend Paid for the Fiscal Year Ended March 31, 2024
Record Date September 30, 2024 September 30, 2024 September 30, 2023
Dividend Per Share 62.17 yen *1 49.30 yen *2 42.80 yen
Total Dividend Amount 71,185million yen — 49,691 million yen
Effective Date December 9, 2024 — December 7, 2023
Source of Dividend Retained earnings — Retained earnings

*1 The dividend payout ratio of 39% is applied to earnings per share for the six months ended September 30, 2024.

*2 For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or 98.60 yen per share. The above table shows the interim dividend of 49.30 yen per share, which is 50% of the minimum annual dividend per share of 98.60 yen.

Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2025

The year-end dividend for the fiscal year ending March 31, 2025 is forecasted as “—”.

Dividend Per Share — Interim (restated) Fiscal Year-End Total
Dividend Forecast — — *3 98.60 yen *3
Dividend Paid for the Fiscal Year Ending March 31, 2025 62.17 yen — —
Previously Announced Dividend Forecast 49.30 yen 49.30 yen 98.60 yen *3

*3 For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or 98.60 yen per share and the minimum dividend has been stated in the above table. The annual dividend will be determined in accordance with the progress to the consolidated earnings forecast which is net income attributable to ORIX Corporation Shareholders of 390 billion yen. We will promptly announce the forecast for the annual dividend as soon as it is updated.

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Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX Group:

ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world with approximately 34,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

For more details, please visit our website: https://www.orix.co.jp/grp/en/

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2023 – March 31, 2024” furnished on Form 6-K.

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