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ORIX CORP

Foreign Filer Report Aug 5, 2024

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6-K 1 d780246d6k.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 August 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 ☐

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Table of Contents

Material Contained in this Report

1. ORIX’s First Quarter Consolidated Financial Results (April 1, 2024 –June 30, 2024) filed with the Tokyo Stock Exchange on Monday, August 5, 2024.
2. “Notice regarding Share Repurchase Status”

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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 - June 30, 2024

August 5, 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 June 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 Three Months Ended June 30, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

June 30, 2024 708,139 4.6 % 86,266 3.9 % 120,169 34.4 % 86,735 37.7 %
June 30, 2023 676,798 2.6 % 83,004 (3.5 %) 89,392 4.5 % 62,966 1.7 %

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥207,115 million for the three months ended June 30, 2024 (year-on-year change was a 29.5% increase) and ¥159,913 million for the three months ended June 30, 2023 (year-on-year change was a 8.7% 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 first quarter of fiscal 2024 have been retrospectively reclassified for this change.

June 30, 2024 75.40 75.28
June 30, 2023 53.87 53.80

*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)

June 30, 2024 16,502,363 4,156,294 4,073,643 24.7 %
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 — — — — —
March 31, 2025 (Est.) — 49.30 — 49.30 98.60

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

March 31, 2025 390,000 12.7 %

*Note 4: 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 June 30, 2024, and 1,214,961,054 as of March 31, 2024.

  2. The number of treasury stock was 63,886,866 as of June 30, 2024, and 60,748,162 as of March 31, 2024.

  3. The average number of outstanding shares was 1,150,311,448 for the three months ended June 30, 2024, and 1,168,915,061 for the three months ended June 30, 2023.

The Company’s shares held through the Board Incentive Plan Trust (2,727,686 shares as of June 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 June 30, 2024 are not subject to certified public accountant’s or audit firm’s quarterly review.

  • 1 -

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Three Months Ended June 30, 2024

Amount Percent
Total Revenues (millions of yen) 676,798 708,139 31,341 5 %
Total Expenses (millions of yen) 593,794 621,873 28,079 5 %
Income before Income Taxes (millions of yen) 89,392 120,169 30,777 34 %
Net Income Attributable to ORIX Corporation Shareholders (millions of yen) 62,966 86,735 23,769 38 %
Earnings Per Share (Basic) (yen) 53.87 75.40 21.53 40 %
(Diluted) (yen) 53.80 75.28 21.48 40 %
ROE (Annualized) *1 (%) 7.0 8.7 1.7 —
ROA (Annualized) *2 (%) 1.63 2.11 0.48 —

*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 first quarter of fiscal 2024 have been retrospectively reclassified for this change.

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

Total revenues for the three months ended June 30, 2024 (hereinafter, “the first consolidated period”) increased 5% to ¥708,139 million compared to ¥676,798 million during the same period of the previous fiscal year due to increases in operating leases, services income and sales of goods and real estate despite decreases in life insurance premiums and related investment income and gains on investment securities and dividends.

Total expenses increased 5% to ¥621,873 million compared to ¥593,794 million during the same period of the previous fiscal year due to increases in costs of operating leases, services expense, costs of goods and real estate sold and selling, general and administrative expenses despite a decrease in life insurance costs.

Equity in net income of equity method investments increased by ¥2,323 million to ¥7,756 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 ¥25,192 million to ¥26,147 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the first consolidated period increased 34% to ¥120,169 million compared to ¥89,392 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 38% to ¥86,735 million compared to ¥62,966 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the first consolidated period increased 28% to ¥137,274 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 first quarter of fiscal 2024 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 reconciliation of segment profits to consolidated financial statement (corporate profits (losses)). As a result, segment data for the first quarter of fiscal 2024 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. As a result, segment data for the previous fiscal year have been retrospectively reclassified.

Segment information for the first consolidated period 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 20,425 19,797 (628) (3)
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,777,320 1,778,938 1,618 0

Segment profits decreased 3% to ¥19,797 million compared to the same period of the previous fiscal year due to a decrease in finance revenues and a decrease in equity in net income (loss) of equity method investments, despite an increase in operating leases.

Segment assets totaled ¥1,778,938 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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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 10,276 13,954 3,678 36
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,110,087 1,098,352 (11,735 ) (1 )

Segment profits increased 36% to ¥13,954 million compared to the same period of the previous fiscal year due to an increase in operating leases and an increase in services income, despite an increase in costs of goods and real estate sold.

Segment assets decreased 1% to ¥1,098,352 million compared to the end of the previous fiscal year due to a decrease in advances for finance lease and operating lease and a decrease in loans to ORIX and its subsidiaries, despite an increase in investment in operating leases.

PE Investment and Concession : Private equity investment; concession

Amount (millions of yen) Percent (%)
Segment Profits 5,772 32,027 26,255 455
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,066,647 967,177 (99,470 ) (9)

Segment profits increased 455% to ¥32,027 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 certain investees.

Segment assets decreased 9% to ¥967,177 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 4,982 (482 ) (5,464 ) 0
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 976,434 1,015,383 38,949 4

Segment profits decreased by ¥5,464 million to losses of ¥482 million compared to the same period of the previous fiscal year due to an increase in services expense and a decrease in equity in net income (loss) of equity method investments.

Segment assets increased 4% to ¥1,015,383 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 19,423 21,944 2,521 13
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,921,927 2,884,353 (37,574) (1 )

Segment profits increased 13% to ¥21,944 million compared to the same period of the previous fiscal year due to a decrease in life insurance costs.

Segment assets decreased 1% to ¥2,884,353 million compared to the end of the previous fiscal year due to a decrease in trade notes, accounts and other receivable and a decrease in cash and cash equivalents.

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Banking and Credit : Banking; consumer finance

Amount (millions of yen) Percent (%)
Segment Profits 8,356 6,398 (1,958 ) (23 )
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,934,217 2,876,149 (58,068 ) (2 )

Segment profits decreased 23% to ¥6,398 million compared to the same period of the previous fiscal year due to a decrease in finance revenues as a result of the partial sale of shares of ORIX Credit Corporation to an equity method investee in the three months ended March 31, 2024.

Segment assets decreased 2% to ¥2,876,149 million compared to the end of the previous fiscal year due to a decrease in installment loans.

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

Amount (millions of yen) Percent (%)
Segment Profits 7,617 11,764 4,147 54
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,169,641 1,304,929 135,288 12

Segment profits increased 54% to ¥11,764 million compared to the same period of the previous fiscal year due to an increase in operating leases.

Segment assets increased 12% to ¥1,304,929 million compared to the end of the previous fiscal year due to an increase in investment in operating leases and foreign exchange effects.

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

Amount (millions of yen) Percent (%)
Segment Profits 12,212 11,835 (377 ) (3 )
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,694,484 1,767,645 73,161 4

Segment profits decreased 3% to ¥11,835 million compared to the same period of the previous fiscal year due to an increase in selling, general and administrative expenses and a decrease in gains on investment securities and dividends and a decrease in equity in net income (loss) of equity method investments, despite an increase in gains on sales of subsidiaries and equity method investments.

Segment assets increased 4% to ¥1,767,645 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

ORIX Europe : Asset management of global equity and fixed income

Amount (millions of yen) Percent (%)
Segment Profits 7,134 11,154 4,020 56
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 662,139 702,894 40,755 6

Segment profits increased 56% to ¥11,154 million compared to the same period of the previous fiscal year due to an increase in services income.

Segment assets increased 6% to ¥702,894 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

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

Amount (millions of yen) Percent (%)
Segment Profits 10,918 8,883 (2,035) (19)
As of March 31, 2024 (millions of yen) As of June 30, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,709,233 1,802,887 93,654 5

Segment profits decreased 19% to ¥8,883 million compared to the same period of the previous fiscal year due to an increase in selling, general and administrative expenses and a decrease in equity in net income (loss) of equity method investments, despite an increase in operating leases.

Segment assets increased 5% to ¥1,802,887 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

Amount Percent
Total Assets (millions of yen) 16,322,100 16,502,363 180,263 1 %
(Segment Assets) *1 16,022,129 16,198,707 176,578 1 %
Total Liabilities (millions of yen) 12,297,490 12,343,084 45,594 0 %
(Short-term and Long-term Debt) 6,200,471 6,385,583 185,112 3 %
(Deposits) 2,245,835 2,192,251 (53,584 ) (2 )%
Shareholders’ Equity *2 (millions of yen) 3,941,466 4,073,643 132,177 3 %
Shareholders’ Equity Per Share *3 (yen) 3,422.94 3,547.40 124.46 4 %

*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. As a result, segment data for the previous fiscal year 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 increased 1% to ¥16,502,363 million compared to the end of the previous fiscal year due to increases in investment in operating leases, equity method investments and net investment in leases despite decreases in installment loans and cash and cash equivalents. In addition, segment assets increased 1% to ¥16,198,707 million compared to the end of the previous fiscal year.

Total liabilities remained relatively flat at ¥12,343,084 million compared to the end of the previous fiscal year due to increases in short- and long-term debt despite decreases in deposits, policy liabilities and policy account balances and trade notes, accounts and other payable.

Shareholders’ equity increased 3% to ¥4,073,643 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 1,032,810 992,751
Restricted Cash 152,497 163,934
Net Investment in Leases 1,155,023 1,187,951
Installment Loans 3,958,814 3,893,468
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥129,959 million
June 30, 2024 ¥127,444 million
Allowance for Credit Losses (58,110 ) (57,890 )
Investment in Operating Leases 1,868,574 2,032,699
Investment in Securities 3,263,079 3,248,011
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥35,696 million
June 30, 2024 ¥41,976 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
June 30, 2024
Amortized Cost ¥3,087,710 million
Allowance for Credit Losses ¥(535) million
Property under Facility Operations 689,573 692,416
Equity method investments 1,313,887 1,385,876
Trade Notes, Accounts and Other Receivable 401,368 382,039
Inventories 227,359 217,408
Office Facilities 248,458 258,345
Other Assets 2,068,768 2,105,355
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥2,786 million
June 30, 2024 ¥2,495 million
Total Assets 16,322,100 16,502,363
Liabilities and Equity
Short-term Debt 574,095 642,066
Deposits 2,245,835 2,192,251
Trade Notes, Accounts and Other Payable 362,504 323,106
Policy Liabilities and Policy Account Balances 1,892,510 1,840,773
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥167,207 million
June 30, 2024 ¥163,067 million
Current and Deferred Income Taxes 570,724 544,005
Long-term Debt 5,626,376 5,743,517
Other Liabilities 1,025,446 1,057,366
Total Liabilities 12,297,490 12,343,084
Redeemable Noncontrolling Interests 2,645 2,985
Commitments and Contingent Liabilities
Common Stock 221,111 221,111
Additional Paid-in Capital 233,457 233,753
Retained Earnings 3,259,730 3,281,903
Accumulated Other Comprehensive Income 357,148 477,528
Treasury Stock, at Cost (129,980 ) (140,652 )
Total ORIX Corporation Shareholders’ Equity 3,941,466 4,073,643
Noncontrolling Interests 80,499 82,651
Total Equity 4,021,965 4,156,294
Total Liabilities and Equity 16,322,100 16,502,363
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Note : Breakdown of Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities (250,806 ) (330,896 )
Impact of changes in policy liability discount rate 257,785 334,424
Debt valuation adjustments 84 526
Defined benefit pension plans 9,670 9,716
Foreign currency translation adjustments 324,208 447,415
Net unrealized gains on derivative instruments 16,207 16,343
Total 357,148 477,528
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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Revenues :
Finance revenues 85,405 83,007
Gains on investment securities and dividends 7,778 3,287
Operating leases 122,000 141,786
Life insurance premiums and related investment income 152,518 144,409
Sales of goods and real estate 91,660 100,917
Services income 217,437 234,733
Total Revenues 676,798 708,139
Expenses :
Interest expense 43,081 45,006
Costs of operating leases 85,625 93,381
Life insurance costs 119,720 110,112
Costs of goods and real estate sold 64,827 72,768
Services expense 127,127 136,860
Other (income) and expense 3,534 4,876
Selling, general and administrative expenses 146,786 156,284
Provision for credit losses 2,992 2,498
Write-downs of long-lived assets 86 88
Write-downs of securities 16 0
Total Expenses 593,794 621,873
Operating Income 83,004 86,266
Equity in Net Income of Equity method investments 5,433 7,756
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net 955 26,147
Income before Income Taxes 89,392 120,169
Provision for Income Taxes 25,235 35,005
Net Income 64,157 85,164
Net Income (Loss) Attributable to the Noncontrolling Interests 1,177 (1,652 )
Net Income Attributable to the Redeemable Noncontrolling Interests 14 81
Net Income Attributable to ORIX Corporation Shareholders 62,966 86,735

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 first quarter of fiscal 2024 have been retrospectively reclassified for this change.

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

Three months ended June 30, 2023 Three months ended June 30, 2024
Net Income : 64,157 85,164
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities (1,150 ) (80,105 )
Impact of changes in policy liability discount rate 4,519 76,639
Net change of debt valuation adjustments (44 ) 442
Net change of defined benefit pension plans 147 46
Net change of foreign currency translation adjustments 99,318 126,833
Net change of unrealized gains (losses) on derivative instruments (1,986 ) 270
Total other comprehensive income 100,804 124,125
Comprehensive Income 164,961 209,289
Comprehensive Income Attributable to the Noncontrolling Interests 4,936 1,935
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests 112 239
Comprehensive Income Attributable to ORIX Corporation Shareholders 159,913 207,115

(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 quarterly 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 first quarter of fiscal 2024 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 reconciliation of segment profits to consolidated financial statement (corporate profits (losses)). As a result, segment data for the first quarter of fiscal 2024 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. As a result, segment data for the previous fiscal year have been retrospectively reclassified.

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Financial information of the segments for the three months ended June 30, 2023 and three months ended June 30, 2024 is as follows:

Three months ended June 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 16,437 1,636 315 365 74 19,482 1,971
Gains on investment securities and dividends 1,319 393 114 (8 ) 0 214 (47 )
Operating leases 64,860 8,583 9,926 20 0 0 9,341
Life insurance premiums and related investment income 0 0 0 0 153,044 0 0
Sales of goods and real estate 1,200 32,769 55,413 805 0 0 35
Services income 25,830 63,000 20,679 35,934 663 1,502 1,487
Total Segment Revenues 109,646 106,381 86,447 37,116 153,781 21,198 12,787
Interest expense 1,334 686 843 2,086 0 1,265 2,041
Costs of operating leases 46,995 6,321 6,666 5 0 0 3,918
Life insurance costs 0 0 0 0 119,718 0 0
Costs of goods and real estate sold 964 23,257 39,261 457 0 0 36
Services expense 14,353 55,529 14,614 23,439 0 1,853 133
Other (income) and expense 4,113 270 (307 ) 217 (2 ) (172 ) (610 )
Selling, general and administrative expenses 22,329 10,239 18,433 4,495 14,641 7,763 2,506
Provision for credit losses, and write-downs of long-lived assets and securities 29 74 13 (1 ) 0 2,078 (0 )
Total Segment Expenses 90,117 96,376 79,523 30,698 134,357 12,787 8,024
Equity in Net income (Loss) of equity method investments and others 896 271 (1,152 ) (1,436 ) (1 ) (55 ) 2,854
Segment Profits 20,425 10,276 5,772 4,982 19,423 8,356 7,617
Depreciation and amortization 37,654 4,550 6,689 6,656 1,988 341 4,026
Increase (Decrease) in policy liabilities and policy account balances 0 0 0 0 55,635 0 0
Expenditures for long-lived assets 42,775 14,356 5,312 16,535 0 0 58,056
Millions of yen
Three months ended June 30, 2023
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 28,715 457 16,501 85,953
Gains on investment securities and dividends 2,596 2,259 565 7,405
Operating leases 94 0 28,193 121,017
Life insurance premiums and related investment income 0 0 0 153,044
Sales of goods and real estate 34 0 143 90,399
Services income 11,523 48,996 5,694 215,308
Total Segment Revenues 42,962 51,712 51,096 673,126
Interest expense 12,131 70 7,475 27,931
Costs of operating leases 47 0 20,840 84,792
Life insurance costs 0 0 0 119,718
Costs of goods and real estate sold 47 0 136 64,158
Services expense 626 12,573 3,473 126,593
Other (income) and expense (711 ) 778 (423 ) 3,153
Selling, general and administrative expenses 20,624 30,916 9,529 141,475
Provision for credit losses, and write-downs of long-lived assets and securities (316 ) 0 1,216 3,093
Total Segment Expenses 32,448 44,337 42,246 570,913
Equity in Net income (Loss) of equity method investments and others 1,698 (241 ) 2,068 4,902
Segment Profits 12,212 7,134 10,918 107,115
Depreciation and amortization 895 1,646 20,133 84,578
Increase (Decrease) in policy liabilities and policy account balances 0 0 0 55,635
Expenditures for long-lived assets 0 0 43,558 180,592
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Three months ended June 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 15,219 1,263 2,966 294 84 14,129 1,807
Gains on investment securities and dividends 1,277 143 331 (10 ) 0 131 8
Operating leases 68,382 13,551 10,343 20 0 0 14,695
Life insurance premiums and related investment income 0 0 0 0 144,946 0 0
Sales of goods and real estate 881 33,275 64,185 701 0 0 59
Services income 26,698 69,111 16,121 37,593 (1 ) 638 2,383
Total Segment Revenues 112,457 117,343 93,946 38,598 145,029 14,898 18,952
Interest expense 1,572 575 817 3,113 28 1,310 3,345
Costs of operating leases 48,810 6,087 6,544 5 0 0 6,180
Life insurance costs 0 0 0 0 109,328 0 0
Costs of goods and real estate sold 725 25,939 44,658 389 0 0 59
Services expense 14,733 59,750 11,169 27,155 0 2,385 480
Other (income) and expense 4,294 266 (114 ) 175 (33 ) (86 ) (102 )
Selling, general and administrative expenses 22,790 10,853 21,015 5,205 13,761 5,355 2,516
Provision for credit losses, and write-downs of long-lived assets and securities 176 (28 ) 39 22 1 119 (0 )
Total Segment Expenses 93,100 103,442 84,128 36,064 123,085 9,083 12,478
Equity in Net income (Loss) of equity method investments and others 440 53 22,209 (3,016 ) (0 ) 583 5,290
Segment Profits 19,797 13,954 32,027 (482 ) 21,944 6,398 11,764
Depreciation and amortization 38,793 4,741 6,574 8,018 2,339 193 5,385
Increase (Decrease) in policy liabilities and policy account balances 0 0 0 0 (51,737 ) 0 0
Expenditures for long-lived assets 47,087 24,905 4,406 8,834 0 0 82,218
Millions of yen
Three months ended June 30, 2024
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 27,504 801 19,212 83,279
Gains on investment securities and dividends 153 1,164 116 3,313
Operating leases 139 0 33,373 140,503
Life insurance premiums and related investment income 0 0 0 144,946
Sales of goods and real estate 172 0 217 99,490
Services income 11,619 62,137 6,682 232,981
Total Segment Revenues 39,587 64,102 59,600 704,512
Interest expense 11,684 193 10,746 33,383
Costs of operating leases 273 0 24,544 92,443
Life insurance costs 0 0 0 109,328
Costs of goods and real estate sold 92 0 197 72,059
Services expense 541 16,255 4,138 136,606
Other (income) and expense (889 ) 2,954 (379 ) 6,086
Selling, general and administrative expenses 23,471 34,239 10,974 150,179
Provision for credit losses, and write-downs of long-lived assets and securities 306 0 1,950 2,585
Total Segment Expenses 35,478 53,641 52,170 602,669
Equity in Net income (Loss) of equity method investments and others 7,726 693 1,453 35,431
Segment Profits 11,835 11,154 8,883 137,274
Depreciation and amortization 908 1,690 23,915 92,556
Increase (Decrease) in policy liabilities and policy account balances 0 0 0 (51,737 )
Expenditures for long-lived assets 225 0 41,939 209,614
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Segment assets information as of March 31, 2024 and June 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
Long-lived assets 516,852 565,868 95,769 498,461 26,590 0 565,846
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
Long-lived assets 9,841 0 384,477 2,663,704
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As of June 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 563,901 50,558 1,186 2,835 0 0 0
Installment loans 347,392 47 117,472 2,407 11,954 2,306,184 55,491
Investment in operating leases 537,315 317,510 57,483 245 26,865 0 652,979
Investment in securities 30,044 1,750 6,982 590 2,231,121 312,328 12,418
Property under facility operations and servicing assets 17,485 163,274 32,820 466,742 0 0 0
Inventories 1,066 171,235 39,147 4,154 0 0 862
Advances for finance lease and operating lease 3,347 80,784 9 0 0 0 11,982
Equity method investments 14,740 147,873 122,029 229,649 31,676 44,360 428,566
Advances for property under facility operations 0 9,810 71 44,179 0 0 0
Goodwill, intangible assets acquired in business combinations 28,497 52,374 339,591 124,183 4,452 0 22,339
Other assets 235,151 103,137 250,387 140,399 578,285 213,277 120,292
Segment Assets 1,778,938 1,098,352 967,177 1,015,383 2,884,353 2,876,149 1,304,929
Long-lived assets 518,912 570,566 84,178 511,164 26,445 0 662,530
Millions of yen
As of June 30, 2024
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 525 0 568,904 1,187,909
Installment loans 699,812 0 352,699 3,893,458
Investment in operating leases 10,657 0 420,833 2,023,887
Investment in securities 524,939 92,172 35,564 3,247,908
Property under facility operations and servicing assets 83,972 0 1,940 766,233
Inventories 206 0 306 216,976
Advances for finance lease and operating lease 0 0 3,512 99,634
Equity method investments 66,470 12,940 287,156 1,385,459
Advances for property under facility operations 0 0 0 54,060
Goodwill, intangible assets acquired in business combinations 187,495 381,708 7,749 1,148,388
Other assets 193,569 216,074 124,224 2,174,795
Segment Assets 1,767,645 702,894 1,802,887 16,198,707
Long-lived assets 10,666 0 408,508 2,792,969
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The reconciliation of segment totals to condensed consolidated financial statement amounts is as follows:

Three months ended June 30, 2023 Three months ended June 30, 2024
Segment revenues:
Total revenues for segments 673,126 704,512
Revenues related to corporate assets 16,895 17,455
Revenues from inter-segment transactions (13,223 ) (13,828 )
Total consolidated revenues 676,798 708,139
Segment profits:
Total profits for segments 107,115 137,274
Corporate profits (losses) (19,196 ) (15,557 )
Net income attributable to the noncontrolling interests and net income attributable to the
redeemable noncontrolling interests 1,473 (1,548 )
Total consolidated income before income taxes 89,392 120,169

(8) Cash flow information (Unaudited)

ORIX Group does not prepare the consolidated statements of cash flows for the three months ended June 30, 2024. Depreciation and amortization for the three months ended June 30, 2023 and 2024 were ¥85,396 million and ¥93,907 million, respectively.

(9) Subsequent Events

There are no material subsequent events.

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Notice regarding Share Repurchase Status

TOKYO, Japan — August 5, 2024 — ORIX Corporation announced today the status regarding its share repurchase pursuant to the provisions of its Articles of Incorporation and Article 459, Paragraph 1 of the Companies Act, which was resolved at its Board of Directors meeting held on May 8, 2024, as follows.

1.  Class of shares repurchased Common shares
2.  Total number of shares repurchased 2,133,700 shares
3.  Total purchase price of shares repurchased JPY 7,776,958,100
4.  Repurchase Period From July 1, 2024 to July 31, 2024
5.  Method of share repurchase Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(Reference)

| 1.  Details of the resolution reached at the Board of
Directors meeting held on May 8, 2024 | |
| --- | --- |
| (1)   Class of shares to be repurchased | Common shares |
| (2)   Total number of shares to be repurchased | Up to 40,000,000 shares |
| | (approx.3.5% of the total outstanding shares (excluding treasury shares)) |
| (3)   Total purchase price of shares to be repurchased | Up to 50 billion yen |
| (4)   Repurchase Period | From May 15, 2024 to March 31, 2025 |
| (5)   Method of share repurchase | Market purchases based on the discretionary dealing contract regarding repurchase of own shares |
| 2.  Cumulative number of shares repurchased based on the
above resolution at the Board of Directors Meeting (as of July 31, 2024) | |
| (1)   Total number of shares repurchased | 5,271,800 shares |
| (2)   Total purchase price of shares repurchased | JPY 18,448,621,700 |

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)

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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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