Foreign Filer Report • May 12, 2025
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Download Source File6-K 1 d937944d6k.htm FORM 6-K Form 6-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-14856
ORIX Corporation
(Translation of Registrants 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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Material Contained in this Report
| 1. | ORIXs Consolidated Financial Results for the fiscal year ended March 31, 2025 (April 1, 2024 March 31, 2025) filed with the Tokyo Stock Exchange on Monday, May 12,
2025. |
| --- | --- |
| 2. | Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2025 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026 |
| 3. | Notice Regarding the Resolution on the Repurchase of Own Shares and the Change in Policy for Share Cancellation |
| 4. | Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation |
| 5. | Announcement Regarding Management Changes |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ 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 March 31, 2025
May 12, 2025
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 Companys current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under Risk Factors in the Companys 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 Companys 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]
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Consolidated Financial Results from April 1, 2024 to March 31, 2025
(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 Year Ended March 31, 2025
(1) Performance Highlights - Operating Results (Unaudited)
(millions of yen)
| March 31, 2025 | 2,874,821 | 2.1 % | 331,826 | (8.0 | )% | 480,463 | 2.2 % | 351,630 | 1.6 % |
|---|---|---|---|---|---|---|---|---|---|
| March 31, 2024 | 2,814,361 | 5.7 % | 360,713 | 7.4 | % | 469,975 | 19.8 % | 346,132 | 19.2 % |
Comprehensive Income Attributable to ORIX Corporation Shareholders was ¥335,644 million for the fiscal year ended March 31, 2025 (year-on-year change was a 38.7% decrease) and ¥547,310 million for the fiscal year ended March 31, 2024 (year-on-year change was a 30.1% increase).
| March 31, 2025 | 307.74 | 307.16 | 8.8 % | 2.9 % | 11.5 % |
|---|---|---|---|---|---|
| March 31, 2024 | 298.55 | 298.05 | 9.2 % | 3.0 % | 12.8 % |
Equity in Net Income of Equity method investments was a net gain of ¥57,182 million for the fiscal year ended March 31, 2025 and a net gain of ¥36,774 million for the fiscal year ended March 31, 2024.
*Note 1: 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.
*Note 2: Return on Assets is calculated based on Income before Income Taxes.
(2) Performance Highlights - Financial Position (Unaudited)
| March 31, 2025 | 16,866,251 | 4,171,783 | 4,089,782 | 24.2 % | 3,599.24 |
|---|---|---|---|---|---|
| March 31, 2024 | 16,322,100 | 4,021,965 | 3,941,466 | 24.1 % | 3,422.94 |
*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.
Shareholders Equity Per Share is calculated using Total ORIX Corporation Shareholders Equity.
(3) Performance Highlights - Cash Flows (Unaudited)
| March 31, 2025 | 1,300,193 | (1,309,695 | ) | 149,322 | 1,321,983 | |
|---|---|---|---|---|---|---|
| March 31, 2024 | 1,243,402 | (1,372,803 | ) | (85,477 | ) | 1,185,307 |
2. Dividends (Unaudited)
| March 31, 2024 | | 42.80 | | 55.80 | 98.60 | 114,095 | 33.0 % | 3.1 % |
|---|---|---|---|---|---|---|---|---|
| March 31, 2025 | | 62.17 | | 57.84 | 120.01 | 137,104 | 39.0 % | 3.4 % |
| March 31, 2026 (Est.) | | 60.00 | | 60.01 | 120.01 | | | |
*Note 4: Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥272 million for the fiscal year ended March 31, 2024 and ¥417 million for the fiscal year ended March 31, 2025). For the next fiscal year ending March 31, 2026, the annual dividend is forecasted at the higher of either payout ratio of 39% or 120.01 yen per share. In the above table, the minimum forecasted dividend has been stated. If net income attributable to ORIX Corporation shareholders is ¥380 billion, as stated in the forecast for the year ending March 31, 2026 described below, the annual dividend per share is expected to be ¥132.13.
3. Forecast for the Year Ending March 31, 2026 (Unaudited)
| March 31, 2026 | 380,000 | 8.1 % |
|---|---|---|
*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) Changes in Accounting Principles | |
| 1. Changes due to adoptions of new accounting standards | Yes ( x ) No ( ) |
| 2. Other than those above | Yes ( ) No ( x ) |
(3) Number of Issued Shares (Ordinary Shares)
The number of issued shares, including treasury stock, was 1,162,962,244 as of March 31, 2025, and 1,214,961,054 as of March 31, 2024.
The number of treasury stock was 23,259,695 as of March 31, 2025, and 60,748,162 as of March 31, 2024.
The average number of outstanding shares was 1,142,502,976 for the fiscal year ended March 31, 2025, and 1,159,367,000 for the fiscal year ended March 31, 2024.
The Companys shares held through the Board Incentive Plan Trust (3,413,000 shares as of March 31, 2025 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 March 31, 2025 are not subject to certified public accountants or audit firms audits.
1 -
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1. Summary of Consolidated Financial Results
(1) Summary of Financial Highlights
Financial Results for the Fiscal Year Ended March 31, 2025
| Amount | Percent | |||||
| Total Revenues | (millions of yen) | 2,814,361 | 2,874,821 | 60,460 | 2 % | |
| Total Expenses | (millions of yen) | 2,453,648 | 2,542,995 | 89,347 | 4 % | |
| Income before Income Taxes | (millions of yen) | 469,975 | 480,463 | 10,488 | 2 % | |
| Net Income Attributable to ORIX Corporation Shareholders | (millions of yen) | 346,132 | 351,630 | 5,498 | 2 % | |
| Earnings Per Share (Basic) | (yen) | 298.55 | 307.74 | 9.19 | 3 % | |
| (Diluted) | (yen) | 298.05 | 307.16 | 9.11 | 3 % | |
| ROE*1 | (%) | 9.2 | 8.8 | (0.4 | ) | |
| ROA*2 | (%) | 2.19 | 2.12 | (0.07 | ) | |
*1 ROE is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average ORIX Corporation Shareholders Equity.
*2 ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.
Overview of Business Performance (April 1, 2024 to March 31, 2025)
Total revenues for the consolidated fiscal year ended March 31, 2025 (hereinafter, the fiscal year) increased 2% to ¥2,874,821 million compared to the previous fiscal year primarily due to increases in operating leases revenues and services income, partially offset by decreases in finance revenues, gains on investment securities and dividends and life insurance premiums and related investment income.
Total expenses increased 4% to ¥2,542,995 million compared to the previous fiscal year primarily due to increases in costs of operating leases, services expense, other expense and write-downs of long-lived assets, partially offset by decreases in interest expense and life insurance costs.
Equity in net income of equity method investments for the fiscal year increased 55% to ¥57,182 million compared to the previous fiscal year, and gains on sales of subsidiaries and equity method investments and liquidation losses, net for the fiscal year increased 21% to ¥87,705 million compared to the previous fiscal year.
Due to the above results, income before income taxes for the fiscal year increased 2% to ¥480,463 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 2% to ¥351,630 million compared to the previous fiscal year.
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Segment Information
Total segment profits for the fiscal year decreased 3% to ¥544,668 million compared to the previous fiscal year. Segment profits increased in each of Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Insurance, Aircraft and Ships, ORIX USA, and ORIX Europe while segment profits in each of Environment and Energy, Banking and Credit, and Asia and Australia decreased, in each case as compared to the previous fiscal year.
Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expense in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the year ended March 31, 2024 has 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 March 31, 2024 has been retrospectively reclassified.
Segment information for the fiscal year 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 | 83,244 | 90,329 | 7,085 | 9 |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||
| Amount (millions of yen) | Percent (%) | |||
| Segment Assets | 1,777,320 | 1,884,565 | 107,245 | 6 |
Segment profits increased 9% to ¥90,329 million compared to the previous fiscal year primarily due to increases in gains on sales of subsidiaries and equity method investments and operating leases revenues.
Segment assets increased 6% to ¥1,884,565 million compared to the end of the previous fiscal year primarily due to increases in installment loans and investment in operating leases.
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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 | 67,055 | 70,541 | 3,486 | 5 |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||
| Amount (millions of yen) | Percent (%) | |||
| Segment Assets | 1,110,087 | 1,158,293 | 48,206 | 4 |
Segment profits increased 5% to ¥70,541 million compared to the previous fiscal year primarily due to an increase in operating leases revenues, partially offset by a decrease in equity in net income (loss) of equity method investments.
Segment assets increased 4% to ¥1,158,293 million compared to the end of the previous fiscal year primarily due to increases in equity method investments and trade notes, accounts and other receivable.
PE Investment and Concession : Private equity investment; concession
| Amount (millions of yen) | Percent (%) | ||||
| Segment Profits | 43,967 | 98,872 | 54,905 | 125 | |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | |||
| Amount (millions of yen) | Percent (%) | ||||
| Segment Assets | 1,066,647 | 1,022,944 | (43,703 | ) | (4) |
Segment profits increased 125% to ¥98,872 million compared to the previous fiscal year primarily due to increases in equity in net income (loss) of equity method investments and gains on sales of subsidiaries and equity method investments resulting from the sale of investees.
Segment assets decreased 4% to ¥1,022,944 million compared to the end of the previous fiscal year primarily due to decreases in investment in securities and goodwill, intangible assets acquired in business combinations, partially offset by an increase in equity method investments.
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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 | 38,072 | (4,923 | ) | (42,995 | ) | |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||||
| Amount (millions of yen) | Percent (%) | |||||
| Segment Assets | 976,434 | 1,016,175 | 39,741 | 4 |
Segment profits decreased by ¥42,995 million to losses of ¥4,923 million compared to the previous fiscal year primarily due to an increase in write-downs of long-lived assets and a decrease in equity in net income (loss) of equity method investments and an increase in service expense, partially offset by an increase in gains on sales of subsidiaries and equity method investments.
Segment assets increased 4% to ¥1,016,175 million compared to the end of the previous fiscal year primarily due to increases in property under facility operations and advances for property under facility operations, partially offset by a decrease in equity method investments.
Insurance : Life insurance
| Amount (millions of yen) | Percent (%) | |||
|---|---|---|---|---|
| Segment Profits | 70,826 | 74,399 | 3,573 | 5 |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||
| Amount (millions of yen) | Percent (%) | |||
| Segment Assets | 2,921,927 | 3,009,234 | 87,307 | 3 |
Segment profits increased 5% to ¥74,399 million compared to the previous fiscal year primarily due to a decrease in life insurance costs, partially offset by a decrease in life insurance premiums and related investment income.
Segment assets increased 3% to ¥3,009,234 million compared to the end of the previous fiscal year primarily due to an increase in reinsurance recoverables.
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Banking and Credit : Banking; consumer finance
| Amount (millions of yen) | Percent (%) | |||||
| Segment Profits | 97,353 | 29,291 | (68,062 | ) | (70 | ) |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||||
| Amount (millions of yen) | Percent (%) | |||||
| Segment Assets | 2,934,217 | 3,144,571 | 210,354 | 7 |
Segment profits decreased 70% to ¥29,291 million compared to the previous fiscal year primarily due to the absence of gains on sales of subsidiaries and equity method investments recorded in the fourth quarter of the previous fiscal year as a result of the partial sale of shares in ORIX Credit Corporation and a decrease in finance revenues following its transition to an equity method investee.
Segment assets increased 7% to ¥3,144,571 million compared to the end of the previous fiscal year primarily due to increases in installment loans and cash and cash equivalents.
Aircraft and Ships : Aircraft investment and management; ship-related finance and investment
| Amount (millions of yen) | Percent (%) | |||
|---|---|---|---|---|
| Segment Profits | 44,366 | 67,420 | 23,054 | 52 |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||
| Amount (millions of yen) | Percent (%) | |||
| Segment Assets | 1,169,641 | 1,231,973 | 62,332 | 5 |
Segment profits increased 52% to ¥67,420 million compared to the previous fiscal year primarily due to an increase in operating leases revenues as a result of a new acquisition of a subsidiary in the fourth quarter of the previous fiscal year.
Segment assets increased 5% to ¥1,231,973 million compared to the end of the previous fiscal year primarily due to increases in investment in operating leases, goodwill, intangible assets acquired in business combinations and advances for finance lease and operating lease, partially offset by a decrease in installment loans.
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ORIX USA : Finance, investment and asset management in the Americas
| Amount (millions of yen) | Percent (%) | |||||
| Segment Profits | 27,931 | 39,915 | 11,984 | 43 | ||
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||||
| Amount (millions of yen) | Percent (%) | |||||
| Segment Assets | 1,694,484 | 1,593,939 | (100,545 | ) | (6 | ) |
Segment profits increased 43% to ¥39,915 million compared to the previous fiscal year primarily due to an increase in gains on sales of subsidiaries and equity method investments, partially offset by an increase in selling, general and administrative expenses and a decrease in gains on investment securities and dividends.
Segment assets decreased 6% to ¥1,593,939 million compared to the end of the previous fiscal year primarily due to decreases in installment loans and restricted cash and general decrease as a result of foreign exchange effects.
ORIX Europe : Asset management of global equity and fixed income
| Amount (millions of yen) | Percent (%) | |||
|---|---|---|---|---|
| Segment Profits | 41,638 | 44,373 | 2,735 | 7 |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||
| Amount (millions of yen) | Percent (%) | |||
| Segment Assets | 662,139 | 669,306 | 7,167 | 1 |
Segment profits increased 7% to ¥44,373 million compared to the previous fiscal year primarily due to an increase in services income.
Segment assets increased 1% to ¥669,306 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents and investment in securities, partially offset by a decrease in goodwill, intangible assets acquired in business combinations.
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Asia and Australia : Finance and investment businesses in Asia and Australia
| Amount (millions of yen) | Percent (%) | |||||
| Segment Profits | 47,069 | 34,451 | (12,618 | ) | (27 | ) |
| As of March 31, 2024 (millions of yen) | As of March 31, 2025 (millions of yen) | Change | ||||
| Amount (millions of yen) | Percent (%) | |||||
| Segment Assets | 1,709,233 | 1,725,627 | 16,394 | 1 |
Segment profits decreased 27% to ¥34,451 million compared to the previous fiscal year primarily due to decreases in gains on investment securities and dividends and equity in net income (loss) of equity method investments in Greater China.
Segment assets increased 1% to ¥1,725,627 million compared to the end of the previous fiscal year primarily due to increases in net investment in leases and cash and cash equivalents, partially offset by general decrease as a result of foreign exchange effects.
Outlook and Forecast
In addition to continuing growth exhibited in our existing business operations, we believe that there are further growth opportunities in all of our segments, and we will strive to achieve sustainable profit growth by capitalizing on these opportunities going forward.
Although forward-looking statements in this document are attributable to current information available to us and are based on assumptions deemed reasonable by us, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.
Factors that could cause results that differ materially from those described in the 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.
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(2) Summary of Consolidated Financial Condition
Summary of Assets, Liabilities, Shareholders Equity
| Amount | Percent | ||||
| Total Assets | (millions of yen) | 16,322,100 | 16,866,251 | 544,151 | 3 % |
| (Segment Assets) *1 | 16,022,129 | 16,456,627 | 434,498 | 3 % | |
| Total Liabilities | (millions of yen) | 12,297,490 | 12,691,036 | 393,546 | 3 % |
| (Short-term and Long-term Debt) | 6,200,471 | 6,282,798 | 82,327 | 1 % | |
| (Deposits) | 2,245,835 | 2,449,812 | 203,977 | 9 % | |
| Shareholders Equity *2 | (millions of yen) | 3,941,466 | 4,089,782 | 148,316 | 4 % |
| Shareholders Equity Per Share *3 | (yen) | 3,422.94 | 3,599.24 | 176.30 | 5 % |
*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 March 31, 2024 have been retrospectively reclassified.
*2 Shareholders Equity refers to ORIX Corporation Shareholders Equity based on U.S. GAAP.
*3 Shareholders Equity Per Share is calculated using total ORIX Corporation Shareholders Equity.
Total assets increased 3% to ¥16,866,251 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents, installment loans and other assets (mainly reinsurance recoverable), partially offset by decreases in restricted cash and office facilities. In addition, segment assets increased 3% to ¥16,456,627 million compared to the end of the previous fiscal year.
Total liabilities increased 3% to ¥12,691,036 million compared to the end of the previous fiscal year primarily due to increases in deposits and long-term debt.
Shareholders equity increased 4% to ¥4,089,782 million compared to the end of the previous fiscal year.
Summary of Cash Flows
Cash, cash equivalents and restricted cash increased by ¥136,676 million to ¥1,321,983 million compared to the end of the previous fiscal year.
Cash flows provided by operating activities were ¥1,300,193 million during the fiscal year, up from ¥1,243,402 million during the previous fiscal year. This change resulted primarily from an increase in policy liabilities and policy account balances and a decrease in an increase in inventories.
Cash flows used in investing activities were ¥1,309,695 million during the fiscal year, down from ¥1,372,803 million during the previous fiscal year. This change resulted primarily from an increase in proceeds from sales and redemption of available-for-sale debt securities, partially offset by an increase in purchases of lease equipment and available-for-sale debt securities.
Cash flows provided by financing activities were ¥149,322 million during the fiscal year compared to the outflow of ¥85,477 million during the previous fiscal year. This change primarily due to proceeds from debt with maturities longer than three months exceeding the amounts of repayments and a change from a decrease to an increase in deposits due to customers.
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(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2025 and the Fiscal Year Ending March 31, 2026
We aim to increase shareholder value by utilizing profits earned from business activities, to strengthen our business foundation and make investments for future growth. At the same time, we strive to make stable and sustainable distribution of dividends at a level in line with our business performance. In addition, with regards to the decision of whether to buy back our shares, we aim to act with flexibility and swiftness while considering various factors such as the business environment, share price trends, the soundness of our financial condition, and target performance indicators.
Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2025 has been decided at 120.01 yen per share (the interim dividend paid was 62.17 yen per share and the year-end dividend has been decided at 57.84 yen per share). The payout ratio for the fiscal year ended March 31, 2025 was 39.0%. For the next fiscal year ending March 31, 2026, the annual dividend is forecasted at the higher of either payout ratio of 39.0% or 120.01 yen per share.
(4) Risk Factors
With the announcement of our results for the fiscal year ended March 31, 2025, we believe no significant changes have arisen concerning Risk Factors as stated in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 27, 2024.
2. Consideration in the Selection of Accounting Standard
We have been preparing our financial statements in accordance with U.S. GAAP. We believe that U.S. GAAP is the accounting standard that most appropriately reflects our business activities in our financial reporting.
Reporting in U.S. GAAP enables us to maintain consistency and comparability with past financial results and we believe that is beneficial to our stakeholders.
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3. Financial Information
(1) Condensed Consolidated Balance Sheets (Unaudited)
(millions of yen)
| Assets — Cash and Cash Equivalents | 1,032,810 | 1,206,573 | ||
|---|---|---|---|---|
| Restricted Cash | 152,497 | 115,410 | ||
| Net Investment in Leases | 1,155,023 | 1,167,380 | ||
| Installment Loans | 3,958,814 | 4,081,019 | ||
| The amounts which are measured at fair value by electing the fair value option are as | ||||
| follows: | ||||
| March 31, 2024 | ¥129,959 million | |||
| March 31, 2025 | ¥97,694 million | |||
| Allowance for Credit Losses | (58,110 | ) | (56,769 | ) |
| Investment in Operating Leases | 1,868,574 | 1,967,178 | ||
| Investment in Securities | 3,263,079 | 3,234,547 | ||
| The amounts which are measured at fair value by electing the fair value option are as | ||||
| follows: | ||||
| March 31, 2024 | ¥35,696 million | |||
| March 31, 2025 | ¥41,018 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 | |||
| March 31, 2025 | ||||
| Amortized Cost | ¥3,174,036 million | |||
| Allowance for Credit Losses | ¥(670) million | |||
| Property under Facility Operations | 689,573 | 771,851 | ||
| Equity method investments | 1,313,887 | 1,320,015 | ||
| Trade Notes, Accounts and Other Receivable | 401,368 | 411,012 | ||
| Inventories | 227,359 | 229,229 | ||
| Office Facilities | 248,458 | 191,957 | ||
| Other Assets | 2,068,768 | 2,226,849 | ||
| The amounts which are measured at fair value by electing the fair value option are as | ||||
| follows: | ||||
| March 31, 2024 | ¥2,786 million | |||
| March 31, 2025 | ¥2,586 million | |||
| Total Assets | 16,322,100 | 16,866,251 | ||
| Liabilities and Equity | ||||
| Short-term Debt | 574,095 | 549,680 | ||
| Deposits | 2,245,835 | 2,449,812 | ||
| Trade Notes, Accounts and Other Payable | 362,504 | 339,787 | ||
| Policy Liabilities and Policy Account Balances | 1,892,510 | 1,948,047 | ||
| The amounts which are measured at fair value by electing the fair value option are as | ||||
| follows: | ||||
| March 31, 2024 | ¥167,207 million | |||
| March 31, 2025 | ¥136,257 million | |||
| Current and Deferred Income Taxes | 570,724 | 578,781 | ||
| Long-term Debt | 5,626,376 | 5,733,118 | ||
| Other Liabilities | 1,025,446 | 1,091,811 | ||
| Total Liabilities | 12,297,490 | 12,691,036 | ||
| Redeemable Noncontrolling Interests | 2,645 | 3,432 | ||
| Commitments and Contingent Liabilities | ||||
| Common Stock | 221,111 | 221,111 | ||
| Additional Paid-in Capital | 233,457 | 234,193 | ||
| Retained Earnings | 3,259,730 | 3,354,911 | ||
| Accumulated Other Comprehensive Income | 357,148 | 341,298 | ||
| Treasury Stock, at Cost | (129,980 | ) | (61,731 | ) |
| Total ORIX Corporation Shareholders Equity | 3,941,466 | 4,089,782 | ||
| Noncontrolling Interests | 80,499 | 82,001 | ||
| Total Equity | 4,021,965 | 4,171,783 | ||
| Total Liabilities and Equity | 16,322,100 | 16,866,251 |
Table of Contents
Note : Breakdown of Accumulated Other Comprehensive Income (Loss)
| Accumulated Other Comprehensive Income (Loss) | ||||
| Net unrealized gains (losses) on investment in securities | (250,806 | ) | (403,914 | ) |
| Impact of changes in policy liability discount rate | 257,785 | 416,124 | ||
| Debt valuation adjustments | 84 | 49 | ||
| Defined benefit pension plans | 9,670 | 14,791 | ||
| Foreign currency translation adjustments | 324,208 | 304,657 | ||
| Net unrealized gains on derivative instruments | 16,207 | 9,591 | ||
| Total | 357,148 | 341,298 |
Table of Contents
(2) Condensed Consolidated Statements of Income (Unaudited)
(millions of yen)
| Revenues : | ||||
| Finance revenues | 348,001 | 328,356 | ||
| Gains on investment securities and dividends | 33,023 | 14,324 | ||
| Operating leases | 535,490 | 624,444 | ||
| Life insurance premiums and related investment income | 558,923 | 515,259 | ||
| Sales of goods and real estate | 373,914 | 373,155 | ||
| Services income | 965,010 | 1,019,283 | ||
| Total Revenues | 2,814,361 | 2,874,821 | ||
| Expenses : | ||||
| Interest expense | 188,328 | 169,051 | ||
| Costs of operating leases | 356,760 | 394,821 | ||
| Life insurance costs | 433,863 | 384,753 | ||
| Costs of goods and real estate sold | 268,627 | 271,833 | ||
| Services expense | 560,101 | 604,145 | ||
| Other (income) and expense | (4,671 | ) | 27,128 | |
| Selling, general and administrative expenses | 627,633 | 646,054 | ||
| Provision for credit losses | 20,968 | 18,723 | ||
| Write-downs of long-lived assets | 1,724 | 25,933 | ||
| Write-downs of securities | 315 | 554 | ||
| Total Expenses | 2,453,648 | 2,542,995 | ||
| Operating Income | 360,713 | 331,826 | ||
| Equity in Net Income of Equity method investments | 36,774 | 57,182 | ||
| Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net | 72,488 | 87,705 | ||
| Bargain Purchase Gain | 0 | 3,750 | ||
| Income before Income Taxes | 469,975 | 480,463 | ||
| Provision for Income Taxes | 131,388 | 128,828 | ||
| Net Income | 338,587 | 351,635 | ||
| Net Income (Loss) Attributable to the Noncontrolling Interests | (7,682 | ) | (389 | ) |
| Net Income Attributable to the Redeemable Noncontrolling Interests | 137 | 394 | ||
| Net Income Attributable to ORIX Corporation Shareholders | 346,132 | 351,630 |
Table of Contents
(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)
| Year Ended March 31, 2024 | Year Ended March 31, 2025 | |||
|---|---|---|---|---|
| Net Income : | 338,587 | 351,635 | ||
| Other comprehensive income (loss), net of tax: | ||||
| Net change of unrealized gains (losses) on investment in securities | (67,762 | ) | (153,108 | ) |
| Impact of changes in policy liability discount rate | 93,269 | 158,339 | ||
| Net change of debt valuation adjustments | (191 | ) | (35 | ) |
| Net change of defined benefit pension plans | 13,293 | 5,128 | ||
| Net change of foreign currency translation adjustments | 173,304 | (20,060 | ) | |
| Net change of unrealized gains (losses) on derivative instruments | (5,875 | ) | (6,403 | ) |
| Total other comprehensive income (loss) | 206,038 | (16,139 | ) | |
| Comprehensive Income | 544,625 | 335,496 | ||
| Comprehensive Income (Loss) Attributable to the Noncontrolling Interests | (3,035 | ) | (492 | ) |
| Comprehensive Income Attributable to the Redeemable Noncontrolling Interests | 350 | 344 | ||
| Comprehensive Income Attributable to ORIX Corporation Shareholders | 547,310 | 335,644 |
Table of Contents
(4) Condensed Consolidated Statements of Changes in Equity (Unaudited)
| ORIX Corporation Shareholders Equity | |||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total ORIX Corporation Shareholders Equity | Noncontrolling Interests | Total Equity | ||||||
| Balance at March 31, 2023 | 221,111 | 233,169 | 3,054,448 | 156,135 | (121,256 | ) | 3,543,607 | 70,715 | 3,614,322 | ||||
| Contribution to subsidiaries | 0 | 18,357 | 18,357 | ||||||||||
| Transaction with noncontrolling interests | 86 | (165 | ) | (79 | ) | (3,470 | ) | (3,549 | ) | ||||
| Comprehensive income, net of tax: | |||||||||||||
| Net income (loss) | 346,132 | 346,132 | (7,682 | ) | 338,450 | ||||||||
| Other comprehensive income (loss) | |||||||||||||
| Net change of unrealized gains (losses) on investment in securities | (67,772 | ) | (67,772 | ) | 0 | (67,772 | ) | ||||||
| Impact of changes in policy liability discount rate | 93,269 | 93,269 | 0 | 93,269 | |||||||||
| Net change of debt valuation adjustments | (191 | ) | (191 | ) | 0 | (191 | ) | ||||||
| Net change of defined benefit pension plans | 13,287 | 13,287 | 6 | 13,293 | |||||||||
| Net change of foreign currency translation adjustments | 168,285 | 168,285 | 4,816 | 173,101 | |||||||||
| Net change of unrealized gains (losses) on derivative instruments | (5,700 | ) | (5,700 | ) | (175 | ) | (5,875 | ) | |||||
| Total other comprehensive income | 201,178 | 4,647 | 205,825 | ||||||||||
| Total comprehensive income (loss) | 547,310 | (3,035 | ) | 544,275 | |||||||||
| Cash dividends | (99,900 | ) | (99,900 | ) | (2,068 | ) | (101,968 | ) | |||||
| Acquisition of treasury stock | (50,001 | ) | (50,001 | ) | 0 | (50,001 | ) | ||||||
| Disposal of treasury stock | (227 | ) | 277 | 50 | 0 | 50 | |||||||
| Cancellation of treasury stock | (49 | ) | (40,951 | ) | 41,000 | 0 | 0 | 0 | |||||
| Other, net | 478 | 1 | 479 | 0 | 479 | ||||||||
| Balance at March 31, 2024 | 221,111 | 233,457 | 3,259,730 | 357,148 | (129,980 | ) | 3,941,466 | 80,499 | 4,021,965 | ||||
| Cumulative effect of adopting Accounting Standards Update 2023-02 | (157 | ) | (157 | ) | 0 | (157 | ) | ||||||
| Balance at April 1, 2024 | 221,111 | 233,457 | 3,259,573 | 357,148 | (129,980 | ) | 3,941,309 | 80,499 | 4,021,808 | ||||
| Contribution to subsidiaries | 0 | 10,736 | 10,736 | ||||||||||
| Transaction with noncontrolling interests | 83 | 136 | 219 | (7,451 | ) | (7,232 | ) | ||||||
| Comprehensive income, net of tax: | |||||||||||||
| Net income (loss) | 351,630 | 351,630 | (389 | ) | 351,241 | ||||||||
| Other comprehensive income (loss) | |||||||||||||
| Net change of unrealized gains (losses) on investment in securities | (153,108 | ) | (153,108 | ) | 0 | (153,108 | ) | ||||||
| Impact of changes in policy liability discount rate | 158,339 | 158,339 | 0 | 158,339 | |||||||||
| Net change of debt valuation adjustments | (35 | ) | (35 | ) | 0 | (35 | ) | ||||||
| Net change of defined benefit pension plans | 5,121 | 5,121 | 7 | 5,128 | |||||||||
| Net change of foreign currency translation adjustments | (19,687 | ) | (19,687 | ) | (323 | ) | (20,010 | ) | |||||
| Net change of unrealized gains (losses) on derivative instruments | (6,616 | ) | (6,616 | ) | 213 | (6,403 | ) | ||||||
| Total other comprehensive income (loss) | (15,986 | ) | (103 | ) | (16,089 | ) | |||||||
| Total comprehensive income (loss) | 335,644 | (492 | ) | 335,152 | |||||||||
| Cash dividends | (135,590 | ) | (135,590 | ) | (1,291 | ) | (136,881 | ) | |||||
| Acquisition of treasury stock | (53,518 | ) | (53,518 | ) | 0 | (53,518 | ) | ||||||
| Disposal of treasury stock | (654 | ) | 917 | 263 | 0 | 263 | |||||||
| Cancellation of treasury stock | (149 | ) | (120,702 | ) | 120,851 | 0 | 0 | 0 | |||||
| Other, net | 1,456 | (1 | ) | 1,455 | 0 | 1,455 | |||||||
| Balance at March 31, 2025 | 221,111 | 234,193 | 3,354,911 | 341,298 | (61,731 | ) | 4,089,782 | 82,001 | 4,171,783 |
Note: Changes in the redeemable noncontrolling interests are not included in the table.
Table of Contents
(5) Condensed Consolidated Statements of Cash Flows (Unaudited)
| Year ended March 31, 2024 | Year ended March 31, 2025 | |||
|---|---|---|---|---|
| Cash Flows from Operating Activities: | ||||
| Net income | 338,587 | 351,635 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 364,242 | 399,527 | ||
| Principal payments received under net investment in leases | 475,730 | 495,717 | ||
| Provision for credit losses | 20,968 | 18,723 | ||
| Equity in net income of equity method investments | (36,774 | ) | (57,182 | ) |
| Gains on sales of subsidiaries and equity method investments and liquidation losses, net | (72,488 | ) | (87,705 | ) |
| Bargain purchase gain | 0 | (3,750 | ) | |
| Gains on sales of securities other than trading | (3,943 | ) | 6,772 | |
| Gains on sales of operating lease assets | (53,441 | ) | (76,633 | ) |
| Write-downs of long-lived assets | 1,724 | 25,933 | ||
| Write-downs of securities | 315 | 554 | ||
| Deferred tax provision | 20,000 | 23,346 | ||
| (Increase) Decrease in trading securities | (8,041 | ) | 28,487 | |
| Increase in inventories | (58,126 | ) | (9,839 | ) |
| Decrease (Increase) in trade notes, accounts and other receivable | 5,235 | (2,641 | ) | |
| Decrease in trade notes, accounts and other payable | (4,427 | ) | (3,910 | ) |
| Increase in policy liabilities and policy account balances | 186,193 | 268,258 | ||
| Increase (Decrease) in income taxes payable | 107,881 | (9,232 | ) | |
| Other, net | (40,233 | ) | (67,867 | ) |
| Net cash provided by operating activities | 1,243,402 | 1,300,193 | ||
| Cash Flows from Investing Activities: | ||||
| Purchases of lease equipment | (1,124,207 | ) | (1,288,608 | ) |
| Originations of installment loans | (1,429,738 | ) | (1,506,006 | ) |
| Principal collected on installment loans | 1,356,586 | 1,302,302 | ||
| Proceeds from sales of operating lease assets | 262,724 | 373,804 | ||
| Investments in equity method investees, net | (166,640 | ) | (64,985 | ) |
| Proceeds from sales of equity method investments | 23,967 | 95,789 | ||
| Purchases of available-for-sale debt securities | (570,241 | ) | (700,403 | ) |
| Proceeds from sales of available-for-sale debt securities | 197,640 | 289,170 | ||
| Proceeds from redemption of available-for-sale debt securities | 47,280 | 257,338 | ||
| Purchases of equity securities other than trading | (57,819 | ) | (76,767 | ) |
| Proceeds from sales of equity securities other than trading | 54,728 | 31,594 | ||
| Purchases of property under facility operations | (76,667 | ) | (69,064 | ) |
| Acquisitions of subsidiaries, net of cash acquired | (42,486 | ) | (89,871 | ) |
| Sales of subsidiaries, net of cash disposed | 139,525 | 111,043 | ||
| Other, net | 12,545 | 24,969 | ||
| Net cash used in investing activities | (1,372,803 | ) | (1,309,695 | ) |
| Cash Flows from Financing Activities: | ||||
| Net increase (decrease) in debt with maturities of three months or less | 10,751 | (98,621 | ) | |
| Proceeds from debt with maturities longer than three months | 1,218,867 | 1,549,750 | ||
| Repayment of debt with maturities longer than three months | (1,177,803 | ) | (1,368,479 | ) |
| Net (decrease) increase in deposits due to customers | (1,572 | ) | 204,034 | |
| Cash dividends paid to ORIX Corporation shareholders | (99,900 | ) | (135,590 | ) |
| Acquisition of treasury stock | (50,001 | ) | (53,518 | ) |
| Contribution from noncontrolling interests | 15,621 | 3,577 | ||
| Purchases of shares of subsidiaries from noncontrolling interests | (108 | ) | (521 | ) |
| Net increase in call money | 0 | 50,000 | ||
| Other, net | (1,332 | ) | (1,310 | ) |
| Net cash (used in) provided by financing activities | (85,477 | ) | 149,322 | |
| Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 33,277 | (3,144 | ) | |
| Net (decrease) increase in Cash, Cash Equivalents and Restricted Cash | (181,601 | ) | 136,676 | |
| Cash, Cash Equivalents and Restricted Cash at Beginning of Year | 1,366,908 | 1,185,307 | ||
| Cash, Cash Equivalents and Restricted Cash at End of Year | 1,185,307 | 1,321,983 |
Table of Contents
(6) Assumptions for Going Concern
There is no corresponding item.
(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 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 segment performance based on the amount equivalent to income before income taxes attributable to ORIX Corporation shareholders. Therefore, net income attributable to noncontrolling interests, net income attributable to redeemable noncontrolling interests, and income tax expenses are not included in segment profit or loss. 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.
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 fiscal 2024 has 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 has been retrospectively reclassified.
Table of Contents
Segment information for fiscal 2024 and 2025 is as follows:
| Fiscal Year ended 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 | |||||||
| Finance revenues | 61,428 | 6,134 | 6,679 | 1,478 | 300 | 80,653 | 7,769 | ||||||
| Gains on investment securities and dividends | 2,626 | 857 | 1,207 | 1,784 | 0 | 600 | (130 | ) | |||||
| Operating leases | 266,871 | 50,205 | 41,529 | 79 | 0 | 0 | 48,074 | ||||||
| Life insurance premiums and related investment income | 0 | 0 | 0 | 0 | 561,533 | 0 | 0 | ||||||
| Sales of goods and real estate | 3,934 | 111,013 | 249,085 | 3,771 | 0 | 0 | 97 | ||||||
| Services income | 110,100 | 303,483 | 80,668 | 158,486 | 2,036 | 7,321 | 9,381 | ||||||
| Total Segment Revenues | 444,959 | 471,692 | 379,168 | 165,598 | 563,869 | 88,574 | 65,191 | ||||||
| Interest expense | 5,418 | 3,016 | 2,978 | 11,093 | 14 | 5,302 | 11,596 | ||||||
| Costs of operating leases | 192,850 | 24,972 | 26,244 | 18 | 0 | 0 | 18,853 | ||||||
| Life insurance costs | 0 | 0 | 0 | 0 | 433,827 | 0 | 0 | ||||||
| Costs of goods and real estate sold | 3,234 | 90,931 | 168,404 | 2,236 | 0 | 0 | 96 | ||||||
| Services expense | 58,896 | 248,195 | 58,677 | 110,106 | 0 | 6,254 | 1,783 | ||||||
| Other (income) and expense | 14,896 | 722 | (2,330 | ) | (4,633 | ) | 98 | (306 | ) | (3,600 | ) | ||
| Selling, general and administrative expenses | 88,621 | 41,542 | 89,864 | 18,670 | 59,309 | 32,886 | 10,345 | ||||||
| Provision for credit losses, and write-downs of long-lived assets and securities | 960 | 1,285 | 366 | 151 | (2 | ) | 4,064 | 3 | |||||
| Total Segment Expenses | 364,875 | 410,663 | 344,203 | 137,641 | 493,246 | 48,200 | 39,076 | ||||||
| Equity in Net income (Loss) of equity method investments and others | 3,160 | 6,026 | 9,002 | 10,115 | 203 | 56,979 | 18,251 | ||||||
| Segment Profits | 83,244 | 67,055 | 43,967 | 38,072 | 70,826 | 97,353 | 44,366 | ||||||
| Significant non-cash items: | |||||||||||||
| Depreciation and amortization | 153,208 | 18,376 | 26,644 | 23,975 | 17,138 | 1,821 | 20,366 | ||||||
| Increase in policy liabilities and policy account balances | 0 | 0 | 0 | 0 | 186,193 | 0 | 0 | ||||||
| Bargain purchase gain | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Impairment of goodwill and intangible assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Expenditures for long-lived assets | 184,794 | 57,828 | 20,345 | 54,959 | 350 | 12 | 174,525 | ||||||
| Millions of yen | |||||||||||||
| Fiscal Year ended March 31, 2024 | |||||||||||||
| ORIX USA | ORIX Europe | Asia and Australia | Total | ||||||||||
| Finance revenues | 112,545 | 2,409 | 70,836 | 350,231 | |||||||||
| Gains on investment securities and dividends | 6,446 | 10,711 | 7,885 | 31,986 | |||||||||
| Operating leases | 1,225 | 0 | 122,624 | 530,607 | |||||||||
| Life insurance premiums and related investment income | 0 | 0 | 0 | 561,533 | |||||||||
| Sales of goods and real estate | 602 | 0 | 425 | 368,927 | |||||||||
| Services income | 52,608 | 214,031 | 23,523 | 961,637 | |||||||||
| Total Segment Revenues | 173,426 | 227,151 | 225,293 | 2,804,921 | |||||||||
| Interest expense | 47,466 | 289 | 35,737 | 122,909 | |||||||||
| Costs of operating leases | 547 | 0 | 90,336 | 353,820 | |||||||||
| Life insurance costs | 0 | 0 | 0 | 433,827 | |||||||||
| Costs of goods and real estate sold | 310 | 0 | 400 | 265,611 | |||||||||
| Services expense | 4,331 | 54,224 | 15,039 | 557,505 | |||||||||
| Other (income) and expense | (2,078 | ) | 2,666 | (1,490 | ) | 3,945 | |||||||
| Selling, general and administrative expenses | 85,483 | 130,496 | 41,558 | 598,774 | |||||||||
| Provision for credit losses, and write-downs of long-lived assets and securities | 7,937 | 217 | 8,027 | 23,008 | |||||||||
| Total Segment Expenses | 143,996 | 187,892 | 189,607 | 2,359,399 | |||||||||
| Equity in Net income (Loss) of equity method investments and others | (1,499 | ) | 2,379 | 11,383 | 115,999 | ||||||||
| Segment Profits | 27,931 | 41,638 | 47,069 | 561,521 | |||||||||
| Significant non-cash items: | |||||||||||||
| Depreciation and amortization | 2,872 | 7,003 | 87,422 | 358,825 | |||||||||
| Increase in policy liabilities and policy account balances | 0 | 0 | 0 | 186,193 | |||||||||
| Bargain purchase gain | 0 | 0 | 0 | 0 | |||||||||
| Impairment of goodwill and intangible assets | 0 | 0 | 0 | 0 | |||||||||
| Expenditures for long-lived assets | 184 | 388 | 171,184 | 664,569 |
Table of Contents
| Fiscal Year ended March 31, 2025 | ||||||||||||||
| Corporate Financial Services and Maintenance Leasing | Real Estate | PE Investment and Concession | Environment and Energy | Insurance | Banking and Credit | Aircraft and Ships | ||||||||
| Finance revenues | 63,271 | 4,860 | 12,140 | 1,402 | 280 | 60,290 | 5,769 | |||||||
| Gains on investment securities and dividends | 2,647 | 1,282 | 851 | 3,128 | 0 | 100 | (24 | ) | ||||||
| Operating leases | 282,433 | 61,321 | 42,698 | 79 | 0 | 0 | 96,856 | |||||||
| Life insurance premiums and related investment income | 0 | 0 | 0 | 0 | 518,084 | 0 | 0 | |||||||
| Sales of goods and real estate | 4,202 | 107,859 | 252,969 | 3,307 | 0 | 0 | 852 | |||||||
| Services income | 108,146 | 322,458 | 69,273 | 178,105 | (1 | ) | 2,914 | 16,139 | ||||||
| Total Segment Revenues | 460,699 | 497,780 | 377,931 | 186,021 | 518,363 | 63,304 | 119,592 | |||||||
| Interest expense | 7,306 | 2,616 | 3,833 | 13,170 | 256 | 7,184 | 20,159 | |||||||
| Costs of operating leases | 201,286 | 24,167 | 26,389 | 18 | 0 | 0 | 40,986 | |||||||
| Life insurance costs | 0 | 0 | 0 | 0 | 384,910 | 0 | 0 | |||||||
| Costs of goods and real estate sold | 3,335 | 89,593 | 173,652 | 1,786 | 0 | 0 | 864 | |||||||
| Services expense | 57,372 | 264,952 | 48,890 | 136,118 | 0 | 7,590 | 6,724 | |||||||
| Other (income) and expense | 18,305 | 1,664 | 10,622 | 446 | (110 | ) | 40 | 68 | ||||||
| Selling, general and administrative expenses | 89,599 | 43,405 | 88,370 | 22,582 | 58,904 | 20,822 | 11,967 | |||||||
| Provision for credit losses, and write-downs of long-lived assets and securities | 2,199 | 3,098 | 1,743 | 20,573 | 4 | (176 | ) | 3 | ||||||
| Total Segment Expenses | 379,402 | 429,495 | 353,499 | 194,693 | 443,964 | 35,460 | 80,771 | |||||||
| Equity in Net income (Loss) of equity method investments and others | 9,032 | 2,256 | 74,440 | 3,749 | (0 | ) | 1,447 | 28,599 | ||||||
| Segment Profits | 90,329 | 70,541 | 98,872 | (4,923 | ) | 74,399 | 29,291 | 67,420 | ||||||
| Significant non-cash items: | ||||||||||||||
| Depreciation and amortization | 158,166 | 18,992 | 25,053 | 33,457 | 24,219 | 571 | 30,808 | |||||||
| Increase in policy liabilities and policy account balances | 0 | 0 | 0 | 0 | 268,258 | 0 | 0 | |||||||
| Bargain purchase gain | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Impairment of goodwill and intangible assets | 0 | 0 | 11,149 | 0 | 0 | 0 | 0 | |||||||
| Expenditures for long-lived assets | 211,006 | 78,824 | 14,594 | 50,720 | 116 | 20 | 300,251 | |||||||
| Millions of yen | ||||||||||||||
| Fiscal Year ended March 31, 2025 | ||||||||||||||
| ORIX USA | ORIX Europe | Asia and Australia | Total | |||||||||||
| Finance revenues | 102,627 | 4,077 | 74,961 | 329,677 | ||||||||||
| Gains on investment securities and dividends | 119 | 4,408 | 1,933 | 14,444 | ||||||||||
| Operating leases | 861 | 0 | 135,169 | 619,417 | ||||||||||
| Life insurance premiums and related investment income | 0 | 0 | 0 | 518,084 | ||||||||||
| Sales of goods and real estate | 543 | 0 | 751 | 370,483 | ||||||||||
| Services income | 50,078 | 248,782 | 23,406 | 1,019,300 | ||||||||||
| Total Segment Revenues | 154,228 | 257,267 | 236,220 | 2,871,405 | ||||||||||
| Interest expense | 40,016 | 665 | 41,761 | 136,966 | ||||||||||
| Costs of operating leases | 1,496 | 0 | 97,249 | 391,591 | ||||||||||
| Life insurance costs | 0 | 0 | 0 | 384,910 | ||||||||||
| Costs of goods and real estate sold | 307 | 0 | 684 | 270,221 | ||||||||||
| Services expense | 2,823 | 66,446 | 14,710 | 605,625 | ||||||||||
| Other (income) and expense | (3,382 | ) | 4,231 | (5,654 | ) | 26,230 | ||||||||
| Selling, general and administrative expenses | 95,406 | 138,859 | 44,342 | 614,256 | ||||||||||
| Provision for credit losses, and write-downs of long-lived assets and securities | 7,669 | 115 | 9,983 | 45,211 | ||||||||||
| Total Segment Expenses | 144,335 | 210,316 | 203,075 | 2,475,010 | ||||||||||
| Equity in Net income (Loss) of equity method investments and others | 30,022 | (2,578 | ) | 1,306 | 148,273 | |||||||||
| Segment Profits | 39,915 | 44,373 | 34,451 | 544,668 | ||||||||||
| Significant non-cash items: | ||||||||||||||
| Depreciation and amortization | 2,687 | 6,234 | 93,705 | 393,892 | ||||||||||
| Increase in policy liabilities and policy account balances | 0 | 0 | 0 | 268,258 | ||||||||||
| Bargain purchase gain | 0 | 0 | 3,750 | 3,750 | ||||||||||
| Impairment of goodwill and intangible assets | 1,175 | 1,971 | 0 | 14,295 | ||||||||||
| Expenditures for long-lived assets | 2,326 | 1,143 | 177,320 | 836,320 |
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Segment information as of March 31, 2024 and 2025 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 March 31, 2025 | |||||||
| 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 | 569,380 | 45,810 | 1,640 | 2,092 | 0 | 0 | 0 |
| Installment loans | 424,370 | 30 | 124,411 | 3,609 | 12,805 | 2,511,736 | 36,119 |
| Investment in operating leases | 557,625 | 311,377 | 46,796 | 237 | 26,167 | 0 | 599,813 |
| Investment in securities | 29,690 | 6,209 | 6,117 | 32,032 | 2,234,453 | 305,441 | 9,387 |
| Property under facility operations and servicing assets | 43,857 | 175,153 | 53,832 | 487,241 | 0 | 0 | 28 |
| Inventories | 433 | 182,652 | 41,021 | 2,551 | 0 | 0 | 1,588 |
| Advances for finance lease and operating lease | 6,177 | 78,044 | 3 | 0 | 0 | 0 | 27,816 |
| Equity method investments | 16,375 | 177,956 | 148,274 | 170,946 | 35,865 | 43,934 | 402,567 |
| Advances for property under facility operations | 143 | 7,401 | 728 | 70,081 | 0 | 0 | 0 |
| Goodwill, intangible assets acquired in business combinations | 25,268 | 50,801 | 331,003 | 120,743 | 4,452 | 0 | 43,024 |
| Other assets | 211,247 | 122,860 | 269,119 | 126,643 | 695,492 | 283,460 | 111,631 |
| Segment Assets | 1,884,565 | 1,158,293 | 1,022,944 | 1,016,175 | 3,009,234 | 3,144,571 | 1,231,973 |
| Millions of yen | |||||||
| As of March 31, 2025 | |||||||
| ORIX USA | ORIX Europe | Asia and Australia | Total | ||||
| Net investment in leases | 451 | 0 | 547,966 | 1,167,339 | |||
| Installment loans | 652,805 | 0 | 315,128 | 4,081,013 | |||
| Investment in operating leases | 21,260 | 0 | 394,764 | 1,958,039 | |||
| Investment in securities | 487,022 | 86,008 | 37,768 | 3,234,127 | |||
| Property under facility operations and servicing assets | 76,469 | 0 | 1,844 | 838,424 | |||
| Inventories | 137 | 0 | 615 | 228,997 | |||
| Advances for finance lease and operating lease | 0 | 0 | 4,833 | 116,873 | |||
| Equity method investments | 54,817 | 8,578 | 260,395 | 1,319,707 | |||
| Advances for property under facility operations | 0 | 0 | 51 | 78,404 | |||
| Goodwill, intangible assets acquired in business combinations | 171,884 | 354,801 | 6,986 | 1,108,962 | |||
| Other assets | 129,094 | 219,919 | 155,277 | 2,324,742 | |||
| Segment Assets | 1,593,939 | 669,306 | 1,725,627 | 16,456,627 |
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The reconciliation of segment totals to the condensed consolidated financial statement amounts is as follows:
| Fiscal Year ended March 31, 2024 | Fiscal Year ended March 31, 2025 | |||
|---|---|---|---|---|
| Segment revenues: | ||||
| Total revenues for segments | 2,804,921 | 2,871,405 | ||
| Revenues related to corporate assets | 64,922 | 64,628 | ||
| Revenues from inter-segment transactions | (55,482 | ) | (61,212 | ) |
| Total consolidated revenues | 2,814,361 | 2,874,821 | ||
| Segment profits: | ||||
| Total profits for segments | 561,521 | 544,668 | ||
| Corporate profits (losses) | (84,644 | ) | (64,475 | ) |
| Net income attributable to the noncontrolling interests and net income attributable to the | ||||
| redeemable noncontrolling interests | (6,902 | ) | 270 | |
| Total consolidated income before income taxes | 469,975 | 480,463 |
(8) Per Share Data (Unaudited)
| (millions of yen) | ||||
| Net Income Attributable to ORIX Corporation Shareholders | 346,132 | 351,630 | ||
| Adjustment to Net Income | (7 | ) | (35 | ) |
| Net income used to calculate basic earnings per share | 346,125 | 351,595 | ||
| Adjustment to Net Income | 7 | 35 | ||
| Net income used to calculate diluted earnings per share | 346,132 | 351,630 | ||
| (thousands of shares) | ||||
| Weighted-average shares | 1,159,367 | 1,142,503 | ||
| Effect of Dilutive Securities - Stock compensation | 1,943 | 2,275 | ||
| Weighted-average shares for diluted EPS computation | 1,161,310 | 1,144,778 | ||
| (yen) | ||||
| Earnings per share for net income attributable to ORIX Corporation shareholders | ||||
| Basic | 298.55 | 307.74 | ||
| Diluted | 298.05 | 307.16 | ||
| (yen) | ||||
| Shareholders equity per share | 3,422.94 | 3,599.24 |
Note : In the fiscal years ended March 31, 2024 and 2025, there was no stock compensation which was antidilutive.
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(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements
Significant 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 (InvestmentsEquity 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). Disclosures are required on an interim and annual basis for tax equity investments in tax credit programs for which the proportional amortization method (including investments within that elected program that do not meet the conditions to apply the proportional amortization method) is elected. 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. The adoption of this update did not have any material effect on the Company and its subsidiaries disclosures.
(10) Notes to Consolidated Financial Statements
(Subsequent Events)
There are no material subsequent events.
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Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2025 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026
TOKYO, Japan - May 12, 2025 - ORIX Corporation (ORIX) announced today that its Board of Directors passed a resolution approving the details relating to the expected dividend for the fiscal year ended March 31, 2025. The final amount of the said dividend will be determined by the Board of Directors to be held on May 19, 2025. The annual dividend forecast for the fiscal year ending March 31, 2026 is also included in this announcement as below.
1. Dividend Detail for the Fiscal Year Ended March 31, 2025
Regarding the year-end dividend for the fiscal year ended March 31, 2025, we have decided a dividend per share of 57.84 yen based on the dividend policy announced on May 8, 2024. As a result of that, an annual dividend per share becomes 120.01 yen.
| | Amount Decided | Previous Dividend Forecast | Dividend Paid for the Fiscal Year Ended March 31,
2024 |
| --- | --- | --- | --- |
| Record Date | March 31, 2025 | March 31, 2025 | March 31, 2024 |
| Dividend Per Share (Annual) | 57.84 yen (120.01 yen) | (98.60 yen) * | 55.80 yen (98.60 yen) |
| Total Dividend Amount (Annual) | 65,920 million yen (137,104 million yen) | | 64,405 million yen (114,096 million yen) |
| Effective Date | June 4, 2025 | | June 4, 2024 |
| Source of Dividend | Retained earnings | | Retained earnings |
2. Basic Profit Distribution Policy
ORIX aims to increase shareholder value by utilizing profits earned from business activities to strengthen its business foundation and make investments for future growth. At the same time, ORIX strives to make stable and sustainable distribution of dividends at a level in line with its business performance. In addition, with regards to the decision of whether to buy back shares, ORIX aims to act with flexibility and swiftness while considering various factors such as the soundness of its financial condition and external factors such as the business environment, share price and its trend and target performance indicators.
Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2025 has been decided at 120.01 yen per share (interim dividend paid was 62.17 yen per share and year-end dividend has been decided at 57.84 yen per share). The payout ratio for the fiscal year ended March 31, 2025 was 39.0%.
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3. Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026
The annual dividend for the fiscal year ending March 31, 2026 is forecasted as either a dividend payout ratio of 39% or an annual dividend per share of 120.01 yen, whichever is higher.
| Dividend Per Share — Interim | Fiscal Year-End | Total | |
|---|---|---|---|
| Dividend Forecast | 60.00 yen | 60.01 yen | 120.01 yen* |
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, 2025)
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 Companys 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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Notice Regarding the Resolution on the Repurchase of Own Shares and the Change in Policy for Share Cancellation
TOKYO, Japan - May 12, 2025 - ORIX Corporation (ORIX) announced today that its Board of Directors passed a resolution to approve the matters required under Article 156, Paragraph 1 of the Companies Act for the repurchase of its own shares for the purpose of enhancing capital efficiency and shareholder returns, pursuant to Article 34 of its Articles of Incorporation based on Article 459, Paragraph 1 of the Companies Act, and to amend its policy for share cancellation.
1. Details Regarding the Repurchase of Own Shares
(1) Class of shares to be repurchased: Common shares
(2) Total number of shares: 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 100 billion yen
(4) Repurchase Period: From May 19, 2025 to March 31, 2026
(5) Method of share repurchase: Market purchases based on the discretionary dealing contract regarding repurchase of own shares
2. Change in Policy for Share Cancellation
At the Board of Directors meeting held on October 28, 2019, ORIX resolved to adopt a policy to limit the total number of treasury shares held to a maximum of 5% of the total number of issued shares, and to cancel, in principle, any shares exceeding that limit.
At todays Board of Directors meeting, ORIX resolved to amend this policy, with the aim of optimizing the number of treasury shares held, by changing the maximum limit to 2% of the total number of issued shares.
Following the completion of the share repurchase described above, the number of shares to be cancelled in accordance with this revised policy will be announced separately.
(Reference)
Status of Treasury Shares as of March 31, 2025
Total outstanding shares (excluding treasury shares): 1,136,289,549 shares
Treasury shares: 23,259,695 shares*
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, 2025)
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 Companys 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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Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation
TOKYO, Japan - May 12, 2025 - ORIX Corporation (ORIX) announced today that the Nominating Committee has decided the candidates for Member of the Board of Directors. The nominations are scheduled to be finalized at the 62 nd Annual General Meeting of Shareholders of the Company on June 25, 2025.
The Company announced that it decided the composition of the Nominating, Audit and Compensation Committees in the Board of Directors meeting held today. All members of the Nominating, Audit and Compensation Committees are composed of outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 62 nd Annual General Meeting of Shareholders of the Company on June 25, 2025.
Candidates for the 11 Member of the Board of Directors positions (including 6 Outside Directors) are as follows:
Makoto Inoue Hidetake Takahashi Satoru Matsuzaki Stan Koyanagi Yasuaki Mikami Hiroshi Watanabe (Outside Director) Aiko Sekine (Outside Director) Chikatomo Hodo (Outside Director) Noriyuki Yanagawa (Outside Director) Mami Yunoki (Outside Director, newly nominated) Miwa Seki (Outside Director, newly nominated)
Details on Candidates for New Member of the Board of Directors (Outside Director)
Mami Yunoki (Born May 27, 1963)
| May.1985 | Joined Aoyama Audit Corporation |
|---|---|
| Mar.1988 | Certified as Public Accountant, Japan |
| Sep.2006 | Joined PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) |
| Jul.2008 | Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) |
| Jul.2016 | Member of the firm management committee and executive officer in charge of the manufacturing, distribution, and services |
| divisions of PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC) Member of the Examination Board on | |
| Strengthening of Financial Functions, Financial Services Agency (current position) | |
| Sep.2019 | Partner of the manufacturing, distribution, and services divisions of PricewaterhouseCoopers Aarata LLC (currently |
| PricewaterhouseCoopers Japan LLC) (retired in June 2023) | |
| Sep.2020 | Part-time lecturer at the Graduate School of Hitotsubashi University (present position) |
| Jul.2023 | Representative, Mami Yunoki Certified Public Accountant Office (present position) |
| Mar.2024 | Outside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd. (present position) |
| Jun.2024 | Member of the Board of Directors (Outside Director), Daiwa Securities Group Inc. (present position) |
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Basis for candidacy for appointment a Member of the Board of Directors
Ms. Mami Yunoki is a candidate for new Member of the Board of Directors (Outside Director). She served as a partner at PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) and an executive officer in charge of the manufacturing, distribution, and services divisions at PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC). She has extensive knowledge as a professional in financial accounting and auditing.
The Nominating Committee has appointed her as a candidate for new Member of the Board of Directors (Outside Director) because it has determined she can be expected to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.
Miwa Seki (Born February 25, 1965)
| Apr.1988 | Joined DENTSU INC. (retired in March 1989) |
|---|---|
| Apr.1989 | Joined Smith Barney (retired in July 1991) |
| Sep.1993 | Joined Morgan Stanley (retired in January 1997) |
| Feb.1997 | Joined Clay Finlay Limited |
| Jan.2003 | General Manager, Tokyo Branch, Clay Finlay Limited (retired in August 2007) |
| Jun.2020 | Member of the Board of Directors (Outside Director), Daiwa House Industry Co., Ltd. (present position) |
| May.2021 | General Partner, MPower Partners Fund L.P. (present position) |
| Mar.2022 | Member of the Board of Directors (Outside Director), Sosei Group Corporation (currently Nxera Pharma Co., Ltd.) (present |
| position) |
Basis for candidacy for appointment a Member of the Board of Directors
Ms. Miwa Seki is a candidate for new Member of the Board of Directors (Outside Director). She served as a head of Japan at a foreign-capital financial institution and is currently a general partner of an ESG-focused investment fund. She has wide-ranging experience and knowledge in finance, business investment and ESG-related matters.
The Nominating Committee has appointed her as a candidate for new Member of the Board of Directors (Outside Director) because it has determined she can be expected to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.
Details on Candidates for Member of the Board of Directors (Outside Director)
Hiroshi Watanabe (Born June 26, 1949)
| Apr.1972 | Joined the Ministry of Finance |
|---|---|
| Jan.2003 | Director-General, International Bureau, Ministry of Finance |
| Jul.2004 | Vice Minister of Finance for International Affairs, Ministry of Finance (retired in July 2007) |
| Oct.2007 | Special Advisor, Japan Center for International Finance (retired in September 2008) |
| Apr.2008 | Professor, Graduate School of Commerce and Management at Hitotsubashi University (currently Graduate School of Business Administration at Hitotsubashi University) (retired in September 2008) |
| Oct.2008 | Deputy Governor, Japan Finance Corporation (retired in March 2012) |
| Apr.2012 | Deputy Governor, Japan Bank for International Cooperation |
| Dec.2013 | Governor, Japan Bank for International Cooperation (retired in June 2016) |
| Oct.2016 | President, Institute for International Monetary Affairs (scheduled to retire in June 2025) |
| Jun.2020 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) |
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Basis for candidacy for appointment a Member of the Board of Directors (Outside Director)
Mr. Hiroshi Watanabe is a candidate for Member of the Board of Directors (Outside Director). He served successively as in key positions at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, wide-ranging experience and knowledge of corporate management.
Currently as a Chairperson of the Compensation Committee, he has actively expressed his opinions and made proposals, while leading discussions and deliberations between the Member of the Board of Directors and Executive Officers compensation system and compensation levels in order to enhance their role as medium- and long-term incentives.
The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Aiko Sekine (Born May 13, 1958)
| Apr.1981 | Joined Citibank, N.A., Tokyo Branch (retired in January 1984) |
|---|---|
| Oct.1985 | Joined Aoyama Audit Corporation |
| Mar.1989 | Certified as Public Accountant, Japan |
| Jul.2001 | Partner of Chuo Aoyama Audit Corporation (retired in August 2006) |
| Sep.2006 | Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) (retired in July 2016) |
| Jul.2007 | Executive Board Member of Japanese Institute of Certified Public Accountants |
| Jan.2008 | Board Member of International Ethics Standards Board for Accountants, International Federation of Accountants (retired in December 2010) |
| Jul.2010 | Deputy President of Japanese Institute of Certified Public Accountants |
| Jul.2016 | Chairman and President of Japanese Institute of Certified Public Accountants (retired in July 2019) |
| Jan.2019 | Member of the Nominating Committee, International Federation of Accountants (retired in December 2022) |
| Jul.2019 | Advisor of Japanese Institute of Certified Public Accountants (present position) |
| Jun.2020 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) |
| Outside Audit & Supervisory Board Member, IHI Corporation (present position) | |
| Sep.2020 | Professor, Faculty of Commerce, Waseda University (present position) |
| Oct.2020 | Trustee, International Valuation Standards Council (present position) |
| Jun.2024 | Member of the Board of Directors (Outside Director), NIPPON STEEL CORPORATION (present position) |
Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)
Ms. Aiko Sekine is a candidate for Member of the Board of Directors (Outside Director). She served on government and institutional finance and accounting councils both in Japan and overseas, and served as a Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) and Chairman and President of Japanese Institute of Certified Public Accountants. She has extensive knowledge as a professional accountant.
Currently as a Chairperson of the Audit Committee, she has received periodic reports from the Companys internal audit unit and actively expressed her opinions and made proposals, while leading discussions and deliberations on the effectiveness of the Companys internal control system.
The Nominating Committee has appointed her as a candidate for Member of the Board of Directors (Outside Director) because it has determined she can be expected to continue to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.
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Chikatomo Hodo (Born July 31, 1960)
| Sep.1982 | Joined Arthur Andersen & Co. (currently Accenture Japan Ltd.) |
|---|---|
| Sep.2005 | Representative Director, Accenture Japan Ltd. |
| Apr.2006 | Representative Director and President, Accenture Japan Ltd. |
| Sep.2015 | Director and Chairman, Accenture Japan Ltd. (retired in August 2017) |
| Sep.2017 | Director and Senior Corporate Advisor, Accenture Japan Ltd. (retired as a Director in June 2018) |
| Jun.2018 | Member of the Board of Directors (Outside Director), KONICA MINOLTA, Inc. (scheduled to retire in June 2025) |
| Jul.2018 | Senior Corporate Advisor, Accenture Japan Ltd. (retired in August 2021) |
| Jun.2019 | Member of the Board of Directors (Outside Director), Mitsubishi Chemical Holdings Corporation (currently Mitsubishi Chemical Group Corporation) (present position) |
| Jun.2021 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) |
| Jun.2023 | Member of the Board of Directors (Outside Director), Sumitomo Mitsui Banking Corporation (present position) |
Basis for candidacy for appointment a Member of the Board of Directors (Outside Director)
Mr. Chikatomo Hodo is a candidate for Member of the Board of Directors (Outside Director). He served as a Representative Director and President of Accenture Japan Ltd. He has wide-ranging experience and knowledge as a corporate management and digital business.
He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting, Compensation Committee and Audit Committee, pointing to important matters regarding company management, using his expertise in corporate management and digital business.
The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Noriyuki Yanagawa (Born April 23, 1963)
| Apr.1993 | Specialized Teacher, Faculty of Economics at Keio University |
|---|---|
| Apr.1996 | Assistant Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo |
| Apr.2007 | Associate Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo |
| Dec.2011 | Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo (present position) |
| Jun.2022 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) |
Basis for candidacy for appointment a Member of the Board of Directors (Outside Director)
Mr. Noriyuki Yanagawa is a candidate for Member of the Board of Directors (Outside Director). He currently serves as a Professor, Faculty of Economics of Graduate School of Economics at the University of Tokyo, and he served on government and institutional finance and economic councils in Japan. He specializes in financial contracts, law and economics, and has a wealth of knowledge and experience as a financial economics expert.
He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Audit Committee, using his expertise in corporate strategy based on deep academic understanding.
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The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Companys management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Nominating Committee
3 Members (Outside Directors: 3)
Chairperson: Hiroshi Watanabe
Members: Chikatomo Hodo and Noriyuki Yanagawa
Audit Committee
3 Members (Outside Directors: 3)
Chairperson: Aiko Sekine
Members: Mami Yunoki and Miwa Seki
Compensation Committee
3 Members (Outside Directors: 3)
Chairperson: Chikatomo Hodo
Members: Hiroshi Watanabe and Miwa Seki
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, 2025)
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 Companys 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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Announcement Regarding Management Changes
Tokyo, Japan - May 12, 2025 - ORIX Corporation (ORIX) announced today that it decided the management changes. The management changes are scheduled to be finalized at the 62 nd Annual General Meeting of Shareholders and the Board of Directors meeting on June 25, 2025.
∎ Management Changes (Effective as of June 25, 2025)
| New Position | Present Position | Name |
|---|---|---|
| Member of the Board of Directors (Outside Director) | (Newly nominated) | Mami Yunoki |
| Member of the Board of Directors (Outside Director) | (Newly nominated) | Miwa Seki |
| Retire | Member of the Board of Directors (Outside Director) | Michael Cusumano |
| Retire | Member of the Board of Directors (Outside Director) | Sakie Akiyama |
| Retire | Executive Officer Responsible for Special | |
| Assignments | Satoshi Matsui |
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, 2025)
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 Companys 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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