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ORIX CORP

Foreign Filer Report Feb 10, 2025

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6-K 1 d906476d6k.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 February 2025

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 Third Quarter Consolidated Financial Results (April 1, 2024 –December 31, 2024) filed with the Tokyo Stock Exchange on Monday, February 10, 2025.

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SIGNATURES

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

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

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Consolidated Financial Results

April 1, 2024 – December 31, 2024

February 10, 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 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 December 31, 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 Nine Months Ended December 31, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

December 31, 2024 2,154,484 5.4 % 290,724 9.3 % 383,377 23.7 % 271,777 24.0 %
December 31, 2023 2,043,756 2.6 % 266,007 12.0 % 310,007 8.4 % 219,205 3.4 %

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥332,813 million for the nine months ended December 31, 2024 (year-on-year change was a 0.1% decrease) and ¥333,131 million for the nine months ended December 31, 2023 (year-on-year change was a 3.6% increase)

*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 nine months ended December 31, 2023 have been retrospectively reclassified for this change.

December 31, 2024 237.46 237.03
December 31, 2023 188.68 188.39

*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)

December 31, 2024 16,917,024 4,170,686 4,086,346 24.2 %
March 31, 2024 16,322,100 4,021,965 3,941,466 24.1 %

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

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

2. Dividends (Unaudited)

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

*Note 4: Revision from the previously announced dividend forecast: No

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

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

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

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

March 31, 2025 390,000 12.7 %

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

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

4. Other Information

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

(4) Number of Issued Shares (Ordinary Shares)

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

  2. The number of treasury stock was 75,258,068 as of December 31, 2024, and 60,748,162 as of March 31, 2024.

  3. The average number of outstanding shares was 1,144,429,487 for the nine months ended December 31, 2024, and 1,161,753,483 for the nine months ended December 31, 2023.

The Company’s shares held through the Board Incentive Plan Trust (3,535,096 shares as of December 31, 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 December 31, 2024 are not subject to certified public accountant’s or audit firm’s quarterly review.

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Nine Months Ended December 31, 2024

Amount Percent
Total Revenues (millions of yen) 2,043,756 2,154,484 110,728 5 %
Total Expenses (millions of yen) 1,777,749 1,863,760 86,011 5 %
Income before Income Taxes (millions of yen) 310,007 383,377 73,370 24 %
Net Income Attributable to ORIX Corporation Shareholders (millions of yen) 219,205 271,777 52,572 24 %
Earnings Per Share (Basic) (yen) 188.68 237.46 48.78 26 %
(Diluted) (yen) 188.39 237.03 48.64 26 %
ROE (Annualized) *1 (%) 8.0 9.0 1.0 —
ROA (Annualized) *2 (%) 1.88 2.18 0.30 —

*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 nine months ended December 31, 2023 have been retrospectively reclassified for this change.

Overview of Business Performance (April 1, 2024 to December 31, 2024)

Total revenues for the nine months ended December 31, 2024 increased 5% to ¥2,154,484 million compared to ¥2,043,756 million during the same period of the previous fiscal year primarily due to increases in operating leases revenues and services income, partially offset by decreases in finance revenues.

Total expenses increased 5% to ¥1,863,760 million compared to ¥1,777,749 million during the same period of the previous fiscal year primarily due to increases in costs of operating leases, services expense, other expense and selling, general and administrative expenses, partially offset by decreases in interest expense.

Equity in net income of equity method investments increased by ¥15,945 million to ¥48,367 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 ¥32,708 million to ¥44,286 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the nine months ended December 31, 2024 increased 24% to ¥383,377 million compared to ¥310,007 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 24% to ¥271,777 million compared to ¥219,205 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the nine months ended December 31, 2024 increased 16% to ¥427,515 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 nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

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

Segment information for the nine months ended December 31, 2024 is as follows:

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

Amount (millions of yen) Percent (%)
Segment Profits 60,664 66,214 5,550 9
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,777,320 1,840,241 62,921 4

Segment profits increased 9% to ¥66,214 million compared to the same period of the previous fiscal year due to primarily increases in operating leases revenues and gains on sales of subsidiaries and equity method investments.

Segment assets increased 4% to ¥1,840,241 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 52,304 59,656 7,352 14
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,110,087 1,152,116 42,029 4
Segment profits increased 14% to ¥59,656 million compared to the same
period of the previous fiscal year primarily due to an increase in operating leases revenues, partially offset by a decrease in profits due to the absence of equity in net income (loss) of equity method investments recorded in the previous fiscal
year. Segment assets increased 4% to
¥1,152,116 million compared to the end of the previous fiscal year primarily due to an increase in equity method investments. PE Investment and Concession : Private equity investment; concession
Nine months ended December 31, 2023 (millions of yen) Nine months ended December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Profits 23,334 66,181 42,847 184
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,066,647 981,845 (84,802 ) (8 )

Segment profits increased 184% to ¥66,181 million compared to the same period of 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 8% to ¥981,845 million compared to the end of the previous fiscal year primarily due to decreases in cash and cash equivalents and 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 25,887 13,165 (12,722 ) (49 )
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 976,434 955,021 (21,413 ) (2 )
Segment profits decreased 49% to ¥13,165 million compared to the same
period of the previous fiscal year primarily due to an increase in service expense and a decrease in equity in net income (loss) of equity method investments, partially offset by an increase in gains on sales of subsidiaries and equity method
investments. Segment assets decreased 2% to
¥955,021 million compared to the end of the previous fiscal year primarily due to a decrease in equity method investments. Insurance : Life insurance
Nine months ended December 31, 2023 (millions of yen) Nine months ended December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Profits 54,007 61,735 7,728 14
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,921,927 3,005,315 83,388 3

Segment profits increased 14% to ¥61,735 million compared to the same period of the previous fiscal year primarily due to an increase in life insurance premiums and related investment income, partially offset by an increase in life insurance costs.

Segment assets increased 3% to ¥3,005,315 million compared to the end of the previous fiscal year primarily due to an increase in investment in securities.

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Banking and Credit : Banking; consumer finance

Amount (millions of yen) Percent (%)
Segment Profits 27,356 22,085 (5,271 ) (19 )
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 2,934,217 3,060,801 126,584 4
Segment profits decreased 19% to ¥22,085 million compared to the same
period of the previous fiscal year primarily due to a decrease in finance revenues as a result of ORIX Credit Corporation becoming an equity method investee due to the partial sale of its shares in the fourth quarter of fiscal 2024. Segment assets increased 4% to ¥3,060,801 million
compared to the end of the previous fiscal year primarily due to an increase in installment loans. Aircraft and Ships : Aircraft investment and management; ship-related finance and investment
Nine months ended December 31, 2023 (millions of yen) Nine months ended December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Profits 28,988 44,598 15,610 54
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,169,641 1,325,638 155,997 13

Segment profits increased 54% to ¥44,598 million compared to the same period of 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 fiscal 2024.

Segment assets increased 13% to ¥1,325,638 million compared to the end of the previous fiscal year primarily due to an increase in investment in operating leases and a general increase in resulting from foreign exchange effects.

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

Amount (millions of yen) Percent (%)
Segment Profits 35,586 27,836 (7,750 ) (22 )
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,694,484 1,694,017 (467 ) (0 )
Segment profits decreased 22% to ¥27,836 million compared to the same
period of the previous fiscal year primarily due to decreases in finance revenues and gains on investment securities and dividends, partially offset by an increase in gains on sales of subsidiaries and equity method investments. Segment assets totaled ¥1,694,017 million,
remaining relatively unchanged compared to the end of the previous fiscal year. ORIX Europe : Asset management of global equity and fixed income
Nine months ended December 31, 2023 (millions of yen) Nine months ended December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Profits 30,422 38,141 7,719 25
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 662,139 715,603 53,464 8

Segment profits increased 25% to ¥38,141 million compared to the same period of the previous fiscal year primarily due to an increase in services income, partially offset by an increase in selling, general and administrative expenses.

Segment assets increased 8% to ¥715,603 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents and investment in securities.

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

Amount (millions of yen) Percent (%)
Segment Profits 30,043 27,904 (2,139 ) (7 )
As of March 31, 2024 (millions of yen) As of December 31, 2024 (millions of yen) Change
Amount (millions of yen) Percent (%)
Segment Assets 1,709,233 1,747,909 38,676 2

Segment profits decreased 7% to ¥27,904 million compared to the same period of the previous fiscal year primarily due to decreases in finance revenues and equity in net income (loss) of equity method investments and an increase in provision for credit losses in Greater China.

Segment assets increased 2% to ¥1,747,909 million compared to the end of the previous fiscal year primarily due to an increase in net investment in leases and a general increase in resulting from foreign exchange effects, partially offset by a decrease in installment loans.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

Amount Percent
Total Assets (millions of yen) 16,322,100 16,917,024 594,924 4 %
(Segment Assets) *1 16,022,129 16,478,506 456,377 3 %
Total Liabilities (millions of yen) 12,297,490 12,743,540 446,050 4 %
(Short-term and Long-term Debt) 6,200,471 6,505,592 305,121 5 %
(Deposits) 2,245,835 2,374,983 129,148 6 %
Shareholders’ Equity *2 (millions of yen) 3,941,466 4,086,346 144,880 4 %
Shareholders’ Equity Per Share *3 (yen) 3,422.94 3,596.60 173.66 5 %

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

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

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

Total assets increased 4% to ¥16,917,024 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents, installment loans, investment in operating leases and investment in securities. In addition, segment assets increased 3% to ¥16,478,506 million compared to the end of the previous fiscal year.

Total liabilities increased 4% to ¥12,743,540 million compared to the end of the previous fiscal year primarily due to increases in short-term debt, deposits and long-term debt, partially offset by a decrease in trade notes, accounts and other payable.

Shareholders’ equity increased 4% to ¥4,086,346 million compared to the end of the previous fiscal year.

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2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets — Cash and Cash Equivalents 1,032,810 1,117,631
Restricted Cash 152,497 132,420
Net Investment in Leases 1,155,023 1,195,851
Installment Loans 3,958,814 4,042,632
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥129,959 million
December 31, 2024 ¥128,612 million
Allowance for Credit Losses (58,110 ) (58,227 )
Investment in Operating Leases 1,868,574 2,064,031
Investment in Securities 3,263,079 3,357,514
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥35,696 million
December 31, 2024 ¥46,003 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
December 31, 2024
Amortized Cost ¥3,196,156 million
Allowance for Credit Losses ¥(710) million
Property under Facility Operations 689,573 676,231
Equity method investments 1,313,887 1,347,976
Trade Notes, Accounts and Other Receivable 401,368 399,146
Inventories 227,359 227,645
Office Facilities 248,458 253,420
Other Assets 2,068,768 2,160,754
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥2,786 million
December 31, 2024 ¥2,463 million
Total Assets 16,322,100 16,917,024
Liabilities and Equity
Short-term Debt 574,095 737,905
Deposits 2,245,835 2,374,983
Trade Notes, Accounts and Other Payable 362,504 298,393
Policy Liabilities and Policy Account Balances 1,892,510 1,889,930
The amounts which are measured at fair value by electing the fair value option are as
follows:
March 31, 2024 ¥167,207 million
December 31, 2024 ¥150,881 million
Current and Deferred Income Taxes 570,724 575,005
Long-term Debt 5,626,376 5,767,687
Other Liabilities 1,025,446 1,099,637
Total Liabilities 12,297,490 12,743,540
Redeemable Noncontrolling Interests 2,645 2,798
Commitments and Contingent Liabilities
Common Stock 221,111 221,111
Additional Paid-in Capital 233,457 234,054
Retained Earnings 3,259,730 3,395,761
Accumulated Other Comprehensive Income 357,148 418,276
Treasury Stock, at Cost (129,980 ) (182,856 )
Total ORIX Corporation Shareholders’ Equity 3,941,466 4,086,346
Noncontrolling Interests 80,499 84,340
Total Equity 4,021,965 4,170,686
Total Liabilities and Equity 16,322,100 16,917,024
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Note : Breakdown of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities (250,806 ) (358,944 )
Impact of changes in policy liability discount rate 257,785 381,289
Debt valuation adjustments 84 80
Defined benefit pension plans 9,670 9,085
Foreign currency translation adjustments 324,208 377,526
Net unrealized gains on derivative instruments 16,207 9,240
Total 357,148 418,276
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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Revenues :
Finance revenues 260,096 245,873
Gains on investment securities and dividends 21,256 13,186
Operating leases 391,436 465,668
Life insurance premiums and related investment income 394,012 403,991
Sales of goods and real estate 261,439 272,143
Services income 715,517 753,623
Total Revenues 2,043,756 2,154,484
Expenses :
Interest expense 138,594 124,257
Costs of operating leases 266,402 293,495
Life insurance costs 300,798 302,178
Costs of goods and real estate sold 187,249 198,276
Services expense 410,379 442,808
Other (income) and expense 187 17,959
Selling, general and administrative expenses 458,936 470,198
Provision for credit losses 14,299 13,364
Write-downs of long-lived assets 643 678
Write-downs of securities 262 547
Total Expenses 1,777,749 1,863,760
Operating Income 266,007 290,724
Equity in Net Income of Equity method investments 32,422 48,367
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net 11,578 44,286
Income before Income Taxes 310,007 383,377
Provision for Income Taxes 92,382 111,678
Net Income 217,625 271,699
Net Income (Loss) Attributable to the Noncontrolling Interests (1,645 ) (265 )
Net Income Attributable to the Redeemable Noncontrolling Interests 65 187
Net Income Attributable to ORIX Corporation Shareholders 219,205 271,777

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 nine months ended December 31, 2023 have been retrospectively reclassified for this change.

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

Nine months ended December 31, 2023 Nine months ended December 31, 2024
Net Income : 217,625 271,699
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities (53,066 ) (108,151 )
Impact of changes in policy liability discount rate 64,666 123,504
Net change of debt valuation adjustments (149 ) (4 )
Net change of defined benefit pension plans (84 ) (592 )
Net change of foreign currency translation adjustments 106,651 55,331
Net change of unrealized gains (losses) on derivative instruments (3,012 ) (6,441 )
Total other comprehensive income 115,006 63,647
Comprehensive Income 332,631 335,346
Comprehensive Income (Loss) Attributable to the Noncontrolling Interests (639 ) 2,244
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests 139 289
Comprehensive Income Attributable to ORIX Corporation Shareholders 333,131 332,813

(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 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 nine months ended December 31, 2023 have been retrospectively reclassified.

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the nine months ended December 31, 2023 have been retrospectively reclassified.

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

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Table of Contents

Segment information for the nine months ended December 31, 2023 and nine months ended December 31, 2024 is as follows:

Nine months ended December 31, 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 46,582 4,647 3,773 1,103 212 59,814 5,981
Gains on investment securities and dividends 2,808 475 826 1,179 0 399 (24 )
Operating leases 199,331 34,427 30,432 59 0 0 32,883
Life insurance premiums and related investment income 0 0 0 0 395,835 0 0
Sales of goods and real estate 2,767 70,985 179,965 2,787 0 0 97
Services income 80,300 226,831 58,405 119,015 1,828 5,051 5,890
Total Segment Revenues 331,788 337,365 273,401 124,143 397,875 65,264 44,827
Interest expense 4,059 2,217 2,550 7,772 1 3,857 8,390
Costs of operating leases 143,646 18,637 19,935 14 0 0 14,865
Life insurance costs 0 0 0 0 300,756 0 0
Costs of goods and real estate sold 2,291 56,749 123,538 1,617 0 0 96
Services expense 43,859 182,380 41,176 82,431 0 3,905 841
Other (income) and expense 12,582 191 (753 ) (565 ) (1 ) (212 ) (3,458 )
Selling, general and administrative expenses 66,072 30,601 65,759 13,706 43,318 23,929 7,778
Provision for credit losses, and write-downs of long-lived assets and securities 365 452 201 48 (2 ) 6,224 (0 )
Total Segment Expenses 272,874 291,227 252,406 105,023 344,072 37,703 28,512
Equity in Net income (Loss) of equity method investments and others 1,750 6,166 2,339 6,767 204 (205 ) 12,673
Segment Profits 60,664 52,304 23,334 25,887 54,007 27,356 28,988
Significant non-cash items:
Depreciation and amortization 113,834 13,698 20,473 18,511 14,652 1,254 15,969
Increase in policy liabilities and policy account balances 0 0 0 0 112,418 0 0
Expenditures for long-lived assets 135,471 43,239 14,767 38,708 241 9 160,229
Millions of yen
Nine months ended December 31, 2023
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 85,535 1,740 52,334 261,721
Gains on investment securities and dividends 8,235 6,499 279 20,676
Operating leases 983 0 89,624 387,739
Life insurance premiums and related investment income 0 0 0 395,835
Sales of goods and real estate 442 0 361 257,404
Services income 39,024 156,341 18,378 711,063
Total Segment Revenues 134,219 164,580 160,976 2,034,438
Interest expense 36,020 212 25,595 90,673
Costs of operating leases 362 0 66,702 264,161
Life insurance costs 0 0 0 300,756
Costs of goods and real estate sold 229 0 342 184,862
Services expense 2,485 39,713 11,243 408,033
Other (income) and expense (995 ) 1,960 (1,266 ) 7,483
Selling, general and administrative expenses 63,086 94,831 30,648 439,728
Provision for credit losses, and write-downs of long-lived assets and securities 2,673 217 5,027 15,205
Total Segment Expenses 103,860 136,933 138,291 1,710,901
Equity in Net income (Loss) of equity method investments and others 5,227 2,775 7,358 45,054
Segment Profits 35,586 30,422 30,043 368,591
Significant non-cash items:
Depreciation and amortization 3,088 4,829 64,488 270,796
Increase in policy liabilities and policy account balances 0 0 0 112,418
Expenditures for long-lived assets 86 292 133,473 526,515
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Table of Contents

Nine months ended December 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 46,552 3,608 9,092 895 229 44,241 4,670
Gains on investment securities and dividends 2,533 954 723 3,463 0 248 15
Operating leases 211,512 48,791 31,434 59 0 0 67,709
Life insurance premiums and related investment income 0 0 0 0 405,993 0 0
Sales of goods and real estate 2,850 78,491 183,946 2,332 0 0 520
Services income 80,853 238,393 47,485 129,836 (1 ) 2,202 11,038
Total Segment Revenues 344,300 370,237 272,680 136,585 406,221 46,691 83,952
Interest expense 5,168 1,822 2,613 9,135 153 4,455 13,930
Costs of operating leases 149,591 17,987 19,843 14 0 0 29,525
Life insurance costs 0 0 0 0 302,317 0 0
Costs of goods and real estate sold 2,272 64,362 127,365 1,294 0 0 491
Services expense 44,276 193,154 33,049 100,096 0 5,142 4,048
Other (income) and expense 13,147 1,282 (301 ) 1,503 (112 ) (54 ) 1,595
Selling, general and administrative expenses 66,910 31,503 63,444 16,519 42,121 15,740 8,123
Provision for credit losses, and write-downs of long-lived assets and securities 1,724 61 109 258 7 586 (1 )
Total Segment Expenses 283,088 310,171 246,122 128,819 344,486 25,869 57,711
Equity in Net income (Loss) of equity method investments and others 5,002 (410 ) 39,623 5,399 (0 ) 1,263 18,357
Segment Profits 66,214 59,656 66,181 13,165 61,735 22,085 44,598
Significant non-cash items:
Depreciation and amortization 117,513 14,223 19,084 24,732 14,955 441 22,582
Increase in policy liabilities and policy account balances 0 0 0 0 163,838 0 0
Expenditures for long-lived assets 153,997 64,839 12,845 30,768 90 14 227,595
Millions of yen
Nine months ended December 31, 2024
ORIX USA ORIX Europe Asia and Australia Total
Finance revenues 77,857 3,181 56,457 246,782
Gains on investment securities and dividends 3,034 2,107 200 13,277
Operating leases 524 0 101,381 461,410
Life insurance premiums and related investment income 0 0 0 405,993
Sales of goods and real estate 410 0 596 269,145
Services income 35,095 188,136 17,642 750,679
Total Segment Revenues 116,920 193,424 176,276 2,147,286
Interest expense 31,186 539 31,735 100,736
Costs of operating leases 1,007 0 73,276 291,243
Life insurance costs 0 0 0 302,317
Costs of goods and real estate sold 236 0 534 196,554
Services expense 1,653 49,670 11,171 442,259
Other (income) and expense (2,695 ) 4,024 (1,324 ) 17,065
Selling, general and administrative expenses 67,624 102,149 33,295 447,428
Provision for credit losses, and write-downs of long-lived assets and securities 4,307 115 7,423 14,589
Total Segment Expenses 103,318 156,497 156,110 1,812,191
Equity in Net income (Loss) of equity method investments and others 14,234 1,214 7,738 92,420
Segment Profits 27,836 38,141 27,904 427,515
Significant non-cash items:
Depreciation and amortization 1,889 4,783 70,559 290,761
Increase in policy liabilities and policy account balances 0 0 0 163,838
Expenditures for long-lived assets 1,325 694 132,503 624,670
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Table of Contents

Segment information as of March 31, 2024 and December 31, 2024 is as follows:

As of March 31, 2024
Corporate Financial Services and Maintenance Leasing Real Estate PE Investment and Concession Environment and Energy Insurance Banking and Credit Aircraft and Ships
Net investment in leases 567,735 51,978 1,238 3,104 0 0 0
Installment loans 346,840 52 115,629 2,255 11,792 2,378,183 60,468
Investment in operating leases 535,655 278,191 56,286 250 26,876 0 557,867
Investment in securities 36,683 4,036 36,729 571 2,236,495 311,237 11,960
Property under facility operations and servicing assets 17,404 165,387 41,416 453,252 0 0 0
Inventories 928 174,990 47,553 2,463 0 0 733
Advances for finance lease and operating lease 3,400 114,649 5 0 0 0 9,232
Equity method investments 14,984 143,751 118,310 219,018 29,742 43,601 399,061
Advances for property under facility operations 0 8,183 4,466 44,962 0 0 0
Goodwill, intangible assets acquired in business combinations 28,693 52,898 351,202 121,174 4,452 0 19,114
Other assets 224,998 115,972 293,813 129,385 612,570 201,196 111,206
Segment Assets 1,777,320 1,110,087 1,066,647 976,434 2,921,927 2,934,217 1,169,641
Millions of yen
As of March 31, 2024
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 505 0 530,426 1,154,986
Installment loans 699,384 0 343,936 3,958,539
Investment in operating leases 9,858 0 395,573 1,860,556
Investment in securities 509,172 82,568 33,520 3,262,971
Property under facility operations and servicing assets 79,747 0 1,849 759,055
Inventories 159 0 224 227,050
Advances for finance lease and operating lease 0 0 3,017 130,303
Equity method investments 61,415 11,907 271,682 1,313,471
Advances for property under facility operations 0 0 0 57,611
Goodwill, intangible assets acquired in business combinations 176,785 364,773 7,313 1,126,404
Other assets 157,459 202,891 121,693 2,171,183
Segment Assets 1,694,484 662,139 1,709,233 16,022,129
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Table of Contents

As of December 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 576,094 46,400 1,247 2,556 0 0 (1 )
Installment loans 371,044 35 121,886 2,607 12,441 2,493,988 43,144
Investment in operating leases 560,999 307,094 57,864 238 26,658 0 682,322
Investment in securities 29,361 6,018 6,041 32,514 2,299,615 309,557 11,584
Property under facility operations and servicing assets 16,947 173,430 29,673 444,427 0 0 28
Inventories 504 179,616 42,013 3,385 0 0 1,425
Advances for finance lease and operating lease 3,710 82,438 11 0 0 0 20,665
Equity method investments 15,829 179,820 138,788 156,847 38,625 45,000 423,887
Advances for property under facility operations 0 7,829 146 57,397 0 0 0
Goodwill, intangible assets acquired in business combinations 25,825 51,325 346,065 118,551 4,452 0 45,663
Other assets 239,928 118,111 238,111 136,499 623,524 212,256 96,921
Segment Assets 1,840,241 1,152,116 981,845 955,021 3,005,315 3,060,801 1,325,638
Millions of yen
As of December 31, 2024
ORIX USA ORIX Europe Asia and Australia Total
Net investment in leases 492 0 569,015 1,195,803
Installment loans 680,003 0 317,473 4,042,621
Investment in operating leases 12,776 0 407,059 2,055,010
Investment in securities 527,664 97,272 37,584 3,357,210
Property under facility operations and servicing assets 80,918 0 1,859 747,282
Inventories 139 0 243 227,325
Advances for finance lease and operating lease 0 0 5,890 112,714
Equity method investments 58,761 12,911 277,091 1,347,559
Advances for property under facility operations 0 0 26 65,398
Goodwill, intangible assets acquired in business combinations 183,358 362,746 7,400 1,145,385
Other assets 149,906 242,674 124,269 2,182,199
Segment Assets 1,694,017 715,603 1,747,909 16,478,506
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Table of Contents

The reconciliation of segment totals to the condensed consolidated financial statement amounts is as follows:

Nine months ended December 31, 2023 Nine months ended December 31, 2024
Segment revenues:
Total revenues for segments 2,034,438 2,147,286
Revenues related to corporate assets 49,429 50,076
Revenues from inter-segment transactions (40,111 ) (42,878 )
Total consolidated revenues 2,043,756 2,154,484
Segment profits:
Total profits for segments 368,591 427,515
Corporate profits (losses) (57,520 ) (44,274 )
Net income attributable to the noncontrolling interests and net income attributable to the
redeemable noncontrolling interests (1,064 ) 136
Total consolidated income before income taxes 310,007 383,377

(8) Cash flow information (Unaudited)

ORIX Group does not prepare the consolidated statements of cash flows for the nine months ended December 31, 2024. Depreciation and amortization for the nine months ended December 31, 2023 and 2024 were ¥273,535 million and ¥295,149 million, respectively.

(9) Subsequent Events

Cancellation of Own Shares

The Company cancelled its own shares pursuant to the share cancellation policy approved at the Board of Directors meeting held on October 28, 2019. The details of the cancellation of the Company’s own shares subsequent to the balance sheet date are as follows:

• Class of shares cancelled Common shares
• Number of shares cancelled 51,998,810 shares
• Cancellation date January 20, 2025.
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