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6-K 1 d804341d6k.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 May 2024

Commission File Number: 001-14856

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

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

(Address of Principal Executive Offices)

 

 

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

Form 20-F  LOGO   Form 40-F  LOGO

 

 

 


Table of Contents


Table of Contents

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.

 

  ORIX Corporation

Date: May 8, 2024

 

By

 

/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


Table of Contents

 

Consolidated Financial Results

April 1, 2023 – March 31, 2024

 

May 8, 2024

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

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

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

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

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

JAPAN

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

E-mail: orix_corpcomm@orix.jp


Table of Contents

Consolidated Financial Results from April 1, 2023 to March 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 Year Ended March 31, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

 

     Total
Revenues
     Year-on-Year
Change
    Operating
Income
     Year-on-Year
Change
    Income before
Income Taxes
     Year-on-Year
Change
    Net Income
Attributable to
ORIX Corporation
Shareholders
     Year-on-Year
Change
 

March 31, 2024

     2,814,361        5.7     360,713        7.4     469,975        19.8     346,132        19.2

March 31, 2023

     2,663,659        6.2     335,923        14.7     392,178        (23.0 %)      290,340        (8.5 %) 

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥547,310 million for the fiscal year ended March 31, 2024 (year-on-year change was a 30.1% increase) and ¥420,584 million for the fiscal year ended March 31, 2023 (year-on-year change was a 6.5% decrease).

 

*Note 1:

Accounting Standards Update 2018-12 (“Targeted Improvements to the Accounting for Long-Duration Contracts”—ASC 944 (“Financial Services—Insurance”)) (hereinafter, “LDTI”) has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

*Note 2:

The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.

 

     Basic
Earnings Per Share
     Diluted
Earnings Per Share
     Return on
Equity
    Return on
Assets*4
    Operating
Margin
 

March 31, 2024

     298.55        298.05        9.2     3.0     12.8

March 31, 2023

     245.98        245.65        8.5     2.7     12.6

“Equity in Net Income of Equity method investments” was a net gain of ¥36,774 million for the fiscal year ended March 31, 2024 and a net gain of ¥22,081 million for the fiscal year ended March 31, 2023.

 

*Note 3:

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 4:

“Return on Assets” is calculated based on “Income before Income Taxes.”

(2) Performance Highlights - Financial Position (Unaudited)

 

     Total
Assets
     Total
Equity
     Shareholders’
Equity
     Shareholders’
Equity Ratio
    Shareholders’
Equity Per Share
 

March 31, 2024

     16,322,100        4,021,965        3,941,466        24.1     3,422.94  

March 31, 2023

     15,289,385        3,614,322        3,543,607        23.2     3,027.93  

 

*Note 5:

“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 based on “Total ORIX Corporation Shareholders’ Equity.”

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

(3) Performance Highlights - Cash Flows (Unaudited)

 

     Cash Flows
from Operating Activities
     Cash Flows
from Investing Activities
    Cash Flows
from Financing Activities
    Cash, Cash Equivalents
and Restricted Cash
at End of Year
 

March 31, 2024

     1,243,402        (1,372,803     (85,477     1,185,307  

March 31, 2023

     913,088        (1,098,478     438,308       1,366,908  

2. Dividends (Unaudited)

 

     First
Quarter-end
     Second
Quarter-end
     Third
Quarter-end
     Year-end      Total      Total
Dividends Paid
     Dividend Payout
Ratio
(Consolidated base)
    Dividends on Equity
(Consolidated base)
 

March 31, 2023

     —         42.80        —         42.80        85.60        100,794        34.8     3.0

March 31, 2024

     —         42.80        —         55.80        98.60        114,095        33.0     3.1
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

March 31, 2025 (Est.)

     —         49.30        —         49.30        98.60        —         —        —   

 

*Note 6:

Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥241 million for the fiscal year ended March 31, 2023 and ¥272 million for the fiscal year ended March 31, 2024). For the next fiscal year ending March 31, 2025, the annual dividend is forecasted at the higher of either payout ratio of 39% or 98.60 yen per share. In the above table, the minimum dividend has been stated.

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

 

     Net Income
Attributable to
ORIX Corporation Shareholders
     Year-on-Year
Change
 

March 31, 2025

     390,000        12.7

 

*Note 7:

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) Changes in Significant Consolidated Subsidiaries      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)

1. The number of issued shares, including treasury stock, was 1,214,961,054 as of March 31, 2024, and 1,234,849,342 as of March 31, 2023.

2. The number of treasury stock was 60,748,162 as of March 31, 2024, and 61,742,607 as of March 31, 2023.

3. The average number of outstanding shares was 1,159,367,000 for the fiscal year ended March 31, 2024, and 1,180,356,466 for the fiscal year ended March 31, 2023.

The Company’s shares held through the Board Incentive Plan Trust (2,727,686 shares as of March 31, 2024 and 2,800,866 shares as of March 31, 2023) 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, 2023 to March 31, 2024 are not subject to certified public accountant’s or audit firm’s audits.

 

- 1 -


Table of Contents

1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2024

 

        Fiscal Year
ended
March 31, 2023
     Fiscal Year
ended
March 31, 2024
     Change  
         Amount      Percent  

Total Revenues

  (millions of yen)     2,663,659        2,814,361        150,702        6

Total Expenses

  (millions of yen)     2,327,736        2,453,648        125,912        5

Income before Income Taxes

  (millions of yen)     392,178        469,975        77,797        20

Net Income Attributable to ORIX Corporation Shareholders

  (millions of yen)     290,340        346,132        55,792        19

Earnings Per Share (Basic)

  (yen)     245.98        298.55        52.57        21

                   (Diluted)

  (yen)     245.65        298.05        52.40        21

ROE*1

  (%)     8.5        9.2        0.7        —   

ROA*2

  (%)     1.96        2.19        0.23        —   

 

*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:

Accounting Standards Update 2018-12 (“Targeted Improvements to the Accounting for Long-Duration Contracts”—ASC 944 (“Financial Services—Insurance”)) (hereinafter, “LDTI”) has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

*Note 4:

The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.

Overview of Business Performance (April 1, 2023 to March 31, 2024)

Total revenues for the consolidated fiscal year ended March 31, 2024 (hereinafter, “the fiscal year”) increased 6% to ¥2,814,361 million compared to the previous fiscal year due to increases in life insurance premiums and related investment income, services income, operating lease revenues and finance revenues despite a decrease in sales of goods and real estate.

Total expenses increased 5% to ¥2,453,648 million compared to the previous fiscal year due to increases in selling, general and administrative expenses, interest expense and life insurance costs despite decreases in costs of goods and real estate sold and services expense.

Equity in net income of equity method investments for the fiscal year increased by ¥14,693 million to ¥36,774 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 by ¥39,488 million to ¥72,488 million compared to the previous fiscal year.

Due to the above results, income before income taxes for the fiscal year increased 20% to ¥469,975 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 19% to ¥346,132 million compared to the previous fiscal year.

 

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Table of Contents

Segment Information

Total segment profits for the fiscal year increased 22% to ¥494,152 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, Banking and Credit, and Aircraft and Ships while segment profits in each of Environment and Energy, ORIX USA, ORIX Europe, and Asia and Australia decreased, in each case as compared to the previous fiscal year.

Since April 1, 2023, segment profits have been calculated with a broadened scope of profit sharing for inter-segment collaboration. As a result, segment data for the previous fiscal year has been retrospectively reclassified.

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach. As a result of the adoption of LDTI, Insurance segment data for the previous fiscal year has been retrospectively adjusted.

The presentation of equity method investment has been changed since fiscal 2024. As a result, segment data for the previous fiscal year 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

 

     Year ended
March 31, 2023
(millions of yen)
     Year ended 
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
      Percent 
(%)
 

Segment Profits

     75,025       81,195        6,170        8  
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent
(%)
 

Segment Assets

     1,514,070        1,552,322        38,252        3  

Segment profits increased 8% to ¥81,195 million compared to the previous fiscal year due to an increase in gains on investment securities and dividends and an increase in services income, despite an increase in selling, general and administrative expenses.

Segment assets increased 3% to ¥1,552,322 million compared to the end of the previous fiscal year due to an increase in investment in operating leases and an increase in installment loans.

 

- 3 -


Table of Contents

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

 

     Year ended
March 31, 2023
(millions of yen)
      Year ended 
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
      Percent 
(%)
 

Segment Profits

     51,578        65,835        14,257         28   
      As of March 31, 2023 
(millions of yen)
      As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent
(%)
 

Segment Assets

     935,027        994,115        59,088        6  

Segment profits increased 28% to ¥65,835 million compared to the previous fiscal year due to an increase in services income from operating facilities.

Segment assets increased 6% to ¥994,115 million compared to the end of the previous fiscal year due to an increase in inventories.

PE Investment and Concession: Private equity investment; concession

 

     Year ended
March 31, 2023
(millions of yen)
     Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
      Percent 
(%)
 

Segment Profits

     2,837        43,378        40,541        —   
      As of March 31, 2023 
(millions of yen)
      As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent
(%)
 

Segment Assets

       605,471          772,834        167,363         28   

Segment profits increased by ¥40,541 million to ¥43,378 million compared to the previous fiscal year due to an increase in gains on sales of subsidiaries and equity method investments resulting from the sale of certain investees and an increase in equity income of investment in corporate entities at our three airports in Kansai in our concession business.

Segment assets increased 28% to ¥772,834 million compared to the end of the previous fiscal year due to an increase in installment loans and an increase in equity method investments.

 

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Table of Contents

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

 

     Year ended
March 31, 2023
(millions of yen)
     Year ended 
March 31, 2024
(millions of yen)
    Change  
  Amount
(millions of yen)
     Percent 
(%)
 

Segment Profits

     32,960       29,898       (3,062     (9
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
    Change  
  Amount
 (millions of yen) 
    Percent
(%)
 

Segment Assets

       773,617          847,049          73,432         9   

Segment profits decreased 9% to ¥29,898 million compared to the previous fiscal year due to the absence of gains on the sale of shares of subsidiaries and equity method investments resulting from the partial sale of an investee recorded in the previous fiscal year.

Segment assets increased 9% to ¥847,049 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

Insurance: Life insurance

 

     Year ended
March 31, 2023
(millions of yen)
    Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
      Percent 
(%)
 

Segment Profits

     62,990       70,034        7,044        11  
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent
(%)
 

Segment Assets

     2,050,412        2,309,357         258,945        13  

Segment profits increased 11% to ¥70,034 million compared to the previous fiscal year due to an increase in life insurance premiums and related investment income.

Segment assets increased 13% to ¥2,309,357 million compared to the end of the previous fiscal year due to an increase in investment in securities.

 

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Table of Contents

Banking and Credit: Banking; consumer finance

 

     Year ended
March 31, 2023
(millions of yen)
    Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
 (millions of yen) 
      Percent 
(%)
 

Segment Profits

     37,610       96,744        59,134        157  
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
(millions of yen)
     Percent
(%)
 

Segment Assets

     2,698,747        2,733,021           34,274          1   

Segment profits increased 157% to ¥96,744 million compared to the previous fiscal year due to an increase in gains on sales of subsidiaries and equity method investments resulting from the partial sale of shares of ORIX Credit Corporation (“ORIX Credit”).

Segment assets increased 1% to ¥2,733,021 million compared to the end of the previous fiscal year due to an increase in equity method investments despite a decrease in installment loans resulting from the partial sale of shares of ORIX Credit, and an increase in investment in securities at ORIX Bank Corporation.

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

 

     Year ended
March 31, 2023
(millions of yen)
     Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Profits

     18,583        26,773        8,190       44  
      As of March 31, 2023 
(millions of yen)
      As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent 
(%)
 

Segment Assets

       742,890          1,058,435          315,545          42   

Segment profits increased 44% to ¥26,773 million compared to the previous fiscal year due to an increase in operating leases revenues in our aircraft business.

Segment assets increased 42% to ¥1,058,435 million compared to the end of the previous fiscal year due to an increase in investment in operating leases and foreign exchange effects.

 

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Table of Contents

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

 

     Year ended
March 31, 2023
(millions of yen)
    Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
     Percent 
(%)
 

Segment Profits

     49,021       17,337        (31,684     (65
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
    Percent
(%)
 

Segment Assets

     1,462,717        1,537,025          74,308       5  

Segment profits decreased 65% to ¥17,337 million compared to the previous fiscal year due to a decrease in gains on investment securities and dividends and a decrease in gains on sales of subsidiaries and equity method investments.

Segment assets increased 5% to ¥1,537,025 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects, despite a decrease in installment loans.

ORIX Europe: Asset management of global equity and fixed income

 

     Year ended
March 31, 2023
(millions of yen)
    Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Profits

     40,675       28,619        (12,056     (30
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
     Percent 
(%)
 

Segment Assets

       417,941          459,248          41,307        10  

Segment profits decreased 30% to ¥28,619 million compared to the previous fiscal year due to an increase in interest expense related to the investment in ORIX Corporation Europe N.V.

Segment assets increased 10% to ¥459,248 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

 

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Table of Contents

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

 

     Year ended
March 31, 2023
(millions of yen)
    Year ended
March 31, 2024
(millions of yen)
     Change  
   Amount
(millions of yen)
     Percent 
(%)
 

Segment Profits

     34,952       34,339        (613     (2
      As of March 31, 2023 
(millions of yen)
     As of March 31, 2024 
(millions of yen)
     Change  
   Amount
 (millions of yen) 
    Percent
(%)
 

Segment Assets

     1,395,096        1,587,540          192,444       14  

Segment profits decreased 2% to ¥34,339 million compared to the previous fiscal year due to the absence of gains on sales of subsidiaries and equity method investments due to the sale of certain investees recorded in the previous fiscal year and an increase in credit loss expense, despite an increase in gains on investment securities and dividends.

Segment assets increased 14% to ¥1,587,540 million compared to the end of the previous fiscal year, primarily due to 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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Table of Contents

(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

         As of March 31,
2023
     As of March 31,
2024
     Change  
   Amount     Percent  

Total Assets

   (millions of yen)     15,289,385        16,322,100        1,032,715       7

(Segment Assets)

       12,595,988        13,850,946        1,254,958       10

Total Liabilities

   (millions of yen)     11,674,118        12,297,490        623,372       5

(Short-term and Long-term Debt)

       5,718,519        6,200,471        481,952       8

(Deposits)

       2,246,345        2,245,835        (510     (0 )% 

Shareholders’ Equity*1

   (millions of yen)     3,543,607        3,941,466        397,859       11

Shareholders’ Equity Per Share*2

   (yen)     3,027.93        3,422.94        395.01       13

 

Note 1:

  

Shareholders’ Equity refers to ORIX Corporation Shareholders’ Equity based on U.S. GAAP.

Note 2:

  

Shareholders’ Equity Per Share is calculated using total ORIX Corporation Shareholders’ Equity.

Note 3:

  

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

Total assets increased 7% to ¥16,322,100 million compared to the end of the previous fiscal year due to increases in investment in securities, investment in operating leases and equity method investments despite a decrease in cash and cash equivalents. In addition, segment assets increased 10% to ¥13,850,946 million compared to the end of the previous fiscal year.

Total liabilities increased 5% to ¥12,297,490 million compared to the end of the previous fiscal year due to increases in long-term debt and current and deferred income taxes.

Shareholders’ equity increased 11% to ¥3,941,466 million compared to the end of the previous fiscal year.

Summary of Cash Flows

Cash, cash equivalents and restricted cash decreased by ¥181,601 million to ¥1,185,307 million compared to the end of the previous fiscal year.

Cash flows provided by operating activities were ¥1,243,402 million during the fiscal year, up from ¥913,088 million during the previous fiscal year. This change resulted primarily from the absence of an increase in payment of income taxes during the previous fiscal year.

Cash flows used in investing activities were ¥1,372,803 million during the fiscal year, up from ¥1,098,478 million during the previous fiscal year. This change resulted primarily from an increase in purchases of lease equipment and originations of installment loans, partially offset by a decrease in acquisitions of subsidiaries, and an increase in sales of subsidiaries.

Cash flows used in financing activities were ¥85,477 million during the fiscal year compared to the inflow of ¥438,308 million during the previous fiscal year. This change resulted primarily from a decrease in proceeds from debt with maturities longer than three months.

 

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Table of Contents

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2024 and the Fiscal Year Ending March 31, 2025

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 and its trend, 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, 2024 has been decided at 98.60 yen per share (the interim dividend paid was 42.80 yen per share and the year-end dividend has been decided at 55.80 yen per share). The payout ratio for the fiscal year ended March 31, 2024 was 33.0%. For the next fiscal year ending March 31, 2025, the annual dividend is forecasted at the higher of either payout ratio of 39.0% or 98.60 yen per share.

(4) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2024, 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 26, 2023.

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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Table of Contents

3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets

   As of March 31,
2023
    As of March 31,
2024
 

Cash and Cash Equivalents

     1,231,860       1,032,810  

Restricted Cash

     135,048       152,497  

Net Investment in Leases

     1,087,563       1,155,023  

Installment Loans

     3,905,026       3,958,814  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2023

   ¥197,041 million     

March 31, 2024

   ¥129,959 million     

Allowance for Credit Losses

     (65,373     (58,110

Investment in Operating Leases

     1,537,178       1,868,574  

Investment in Securities

     2,852,378       3,263,079  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2023

   ¥25,386 million     

March 31, 2024

   ¥35,696 million     

The amounts which are associated to available-for-sale debt securities are as follows:

    

March 31, 2023

       

Amortized Cost

   ¥2,488,858 million     

Allowance for Credit Losses

   ¥(144) million     

March 31, 2024

       

Amortized Cost

   ¥3,015,940 million     

Allowance for Credit Losses

   ¥(634) million     

Property under Facility Operations

     620,994       689,573  

Equity method investments

     1,062,410       1,313,887  

Trade Notes, Accounts and Other Receivable

     441,803       401,368  

Inventories

     169,021       227,359  

Office Facilities

     253,649       248,458  

Other Assets

     2,057,828       2,068,768  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2023

   ¥4,676 million     

March 31, 2024

   ¥2,786 million     
     

 

 

   

 

 

 

Total Assets

        15,289,385       16,322,100  
  

 

 

   

 

 

 

Liabilities and Equity

            

Short-term Debt

     508,796       574,095  

Deposits

     2,246,345       2,245,835  

Trade Notes, Accounts and Other Payable

     366,851       362,504  

Policy Liabilities and Policy Account Balances

     1,832,057       1,892,510  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2023

   ¥163,734 million     

March 31, 2024

   ¥167,207 million     

Current and Deferred Income Taxes

        454,262       570,724  

Long-term Debt

        5,209,723       5,626,376  

Other Liabilities

     1,056,084       1,025,446  
  

 

 

   

 

 

 

Total Liabilities

     11,674,118       12,297,490  
  

 

 

   

 

 

 

Redeemable Noncontrolling Interests

     945       2,645  
  

 

 

   

 

 

 

Commitments and Contingent Liabilities

    

Common Stock

     221,111       221,111  

Additional Paid-in Capital

     233,169       233,457  

Retained Earnings

     3,054,448       3,259,730  

Accumulated Other Comprehensive Income

     156,135       357,148  

Treasury Stock, at Cost

     (121,256     (129,980
  

 

 

   

 

 

 

Total ORIX Corporation Shareholders’ Equity

     3,543,607       3,941,466  

Noncontrolling Interests

     70,715       80,499  
  

 

 

   

 

 

 

Total Equity

     3,614,322       4,021,965  
  

 

 

   

 

 

 

Total Liabilities and Equity

     15,289,385       16,322,100  
  

 

 

   

 

 

 

 

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Table of Contents
Note 1

: Breakdown of Accumulated Other Comprehensive Income (Loss)

 

     As of March 31,
2023
    As of March 31,
2024
 

Accumulated Other Comprehensive Income (Loss)

                   

Net unrealized gains (losses) on investment in securities

     (183,034     (250,806

Impact of changes in policy liability discount rate

     164,516       257,785  

Debt valuation adjustments

            275       84  

Defined benefit pension plans

     (3,617     9,670  

Foreign currency translation adjustments

     155,912       324,208  

Net unrealized gains on derivative instruments

     22,083       16,207  
  

 

 

   

 

 

 

Total

     156,135       357,148  
  

 

 

   

 

 

 

 

Note 2:    LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.
Note 3:    The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated balance sheets for the previous fiscal years have been retrospectively reclassified for this change.

 

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Table of Contents

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

     Year ended
March 31, 2023
     Year ended
March 31, 2024
 
Revenues :      

Finance revenues

     319,478        348,001  

Gains on investment securities and dividends

     27,850        33,023  

Operating leases

     499,541        535,490  

Life insurance premiums and related investment income

     494,070        558,923  

Sales of goods and real estate

     392,569        373,914  

Services income

     930,151        965,010  
  

 

 

    

 

 

 

Total Revenues

     2,663,659        2,814,361  
  

 

 

    

 

 

 
Expenses :      

Interest expense

     127,618        188,328  

Costs of operating leases

     336,987        356,760  

Life insurance costs

     373,906        433,863  

Costs of goods and real estate sold

     333,009        268,627  

Services expense

     571,127        560,101  

Other (income) and expense

     14,445        (4,671

Selling, general and administrative expenses

     559,406        627,633  

Provision for credit losses

     8,117        20,968  

Write-downs of long-lived assets

     2,297        1,724  

Write-downs of securities

     824        315  
  

 

 

    

 

 

 

Total Expenses

     2,327,736        2,453,648  
  

 

 

    

 

 

 

Operating Income

     335,923        360,713  
  

 

 

    

 

 

 

Equity in Net Income of Equity method investments

     22,081        36,774  

Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net

     33,000        72,488  

Bargain Purchase Gain

     1,174        0  
  

 

 

    

 

 

 

Income before Income Taxes

     392,178        469,975  

Provision for Income Taxes

     95,245        131,388  
  

 

 

    

 

 

 

Net Income

     296,933        338,587  
  

 

 

    

 

 

 

Net Income (Loss) Attributable to the Noncontrolling Interests

     6,561        (7,682
  

 

 

    

 

 

 

Net Income Attributable to the Redeemable Noncontrolling Interests

     32        137  
  

 

 

    

 

 

 

Net Income Attributable to ORIX Corporation Shareholders

     290,340        346,132  
  

 

 

    

 

 

 

 

Note 1:

  

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

Note 2:

  

The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.

 

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Table of Contents

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

 

           (millions of yen)  
     Year Ended
March 31, 2023
    Year Ended
March 31, 2024
 

Net Income :

     296,933       338,587  
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

    

Net change of unrealized gains (losses) on investment in securities

     (110,166     (67,762

Impact of changes in policy liability discount rate

     126,980       93,269  

Net change of debt valuation adjustments

     54       (191

Net change of defined benefit pension plans

     4,448       13,293  

Net change of foreign currency translation adjustments

     94,707       173,304  

Net change of unrealized gains (losses) on derivative instruments

     19,670       (5,875

Total other comprehensive income

     135,693       206,038  
  

 

 

   

 

 

 

Comprehensive Income

     432,626       544,625  
  

 

 

   

 

 

 

Comprehensive Income (Loss) Attributable to the Noncontrolling Interests

     12,059       (3,035
  

 

 

   

 

 

 

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests

     (17     350  
  

 

 

   

 

 

 

Comprehensive Income Attributable to ORIX Corporation Shareholders

       420,584         547,310  
  

 

 

   

 

 

 

 

Note :

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

 

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Table of Contents

(4) Condensed Consolidated Statements of Changes in Equity (Unaudited)

 

    (millions of yen)  
    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, 2022

    221,111       260,479       2,914,558       21,495       (113,447     3,304,196       109,982       3,414,178  

Balance at April 1, 2022

    221,111       260,479       2,914,558       21,495       (113,447     3,304,196       109,982       3,414,178  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution to subsidiaries

              0       3,451       3,451  

Transaction with noncontrolling interests

      (28,048       4,396         (23,652     (36,758     (60,410

Comprehensive income, net of tax:

               

Net income

        290,340           290,340       6,561       296,901  

Other comprehensive income (loss)

               

Net change of unrealized gains (losses) on investment in securities

          (110,142       (110,142     0       (110,142

Impact of changes in policy liability discount rate

          126,980         126,980       0       126,980  

Net change of debt valuation adjustments

          54         54       0       54  

Net change of defined benefit pension plans

          4,455         4,455       (7     4,448  

Net change of foreign currency translation adjustments

          91,095         91,095       3,637       94,732  

Net change of unrealized gains on derivative instruments

          17,802         17,802       1,868       19,670  
           

 

 

   

 

 

   

 

 

 

Total other comprehensive income

              130,244       5,498       135,742  
           

 

 

   

 

 

   

 

 

 

Total comprehensive income

              420,584       12,059       432,643  
           

 

 

   

 

 

   

 

 

 

Cash dividends

        (106,290         (106,290     (18,019     (124,309

Acquisition of treasury stock

            (52,071     (52,071     0       (52,071

Disposal of treasury stock

      (85         102       17       0       17  

Cancellation of treasury stock

        (44,160       44,160       0       0       0  

Other, net

      823           —        823       0       823  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 (loss) 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  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note 1:

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

Note 2:

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

 

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Table of Contents

(5) Condensed Consolidated Statements of Cash Flows (Unaudited)

 

     (millions of yen)  
     Year ended
March 31,
2023
    Year ended
March 31,
2024
 

Cash Flows from Operating Activities:

    

Net income

     296,933       338,587  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     340,252       364,242  

Principal payments received under net investment in leases

     489,428       475,730  

Provision for credit losses

     8,117       20,968  

Equity in net income of equity method investments

     (22,081     (36,774

Gains on sales of subsidiaries and equity method investments and liquidation losses, net

     (33,000     (72,488

Bargain purchase gain

     (1,174     —   

Gains on sales of securities other than trading

     (2,657     (3,943

Gains on sales of operating lease assets

     (56,932     (53,441

Write-downs of long-lived assets

     2,297       1,724  

Write-downs of securities

     824       315  

Deferred tax provision

     36,947       20,000  

(Increase) Decrease in trading securities

     31,855       (8,041

Increase in inventories

     (17,527     (58,126

Decrease in trade notes, accounts and other receivable

     12,953       5,235  

Decrease in trade notes, accounts and other payable

     (12,173     (4,427

Increase in policy liabilities and policy account balances

     89,915       186,193  

Increase (Decrease) in income taxes payable

     (128,948     107,881  

Other, net

     (121,941     (40,233
  

 

 

   

 

 

 

Net cash provided by operating activities

     913,088       1,243,402  
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of lease equipment

     (976,502     (1,124,207

Originations of installment loans

     (1,275,795     (1,429,738

Principal collected on installment loans

     1,337,889       1,356,586  

Proceeds from sales of operating lease assets

     233,452       262,724  

Investments in equity method investees, net

     (66,186     (166,640

Proceeds from sales of equity method investments

     104,387       23,967  

Purchases of available-for-sale debt securities

     (515,865     (570,241

Proceeds from sales of available-for-sale debt securities

     323,773       197,640  

Proceeds from redemption of available-for-sale debt securities

     44,496       47,280  

Purchases of equity securities other than trading

     (55,539     (57,819

Proceeds from sales of equity securities other than trading

     36,444       54,728  

Purchases of property under facility operations

     (103,572     (76,667

Acquisitions of subsidiaries, net of cash acquired

     (206,830     (42,486

Sales of subsidiaries, net of cash disposed

     19,987       139,525  

Other, net

     1,383       12,545  
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,098,478     (1,372,803
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Net increase in debt with maturities of three months or less

     20,408       10,751  

Proceeds from debt with maturities longer than three months

     1,820,633       1,218,867  

Repayment of debt with maturities longer than three months

     (1,158,517     (1,177,803

Net decrease in deposits due to customers

     (30,638     (1,572

Cash dividends paid to ORIX Corporation shareholders

     (106,290     (99,900

Acquisition of treasury stock

     (52,071     (50,001

Contribution from noncontrolling interests

     3,926       15,621  

Purchases of shares of subsidiaries from noncontrolling interests

     (46,319     (108

Net increase in call money

     5,000       —   

Other, net

     (17,824     (1,332
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     438,308       (85,477
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash

     22,178       33,277  
  

 

 

   

 

 

 

Net increase (decrease) in Cash, Cash Equivalents and Restricted Cash

     275,096       (181,601
  

 

 

   

 

 

 

Cash, Cash Equivalents and Restricted Cash at Beginning of Year

     1,091,812       1,366,908  
  

 

 

   

 

 

 

Cash, Cash Equivalents and Restricted Cash at End of Year

     1,366,908       1,185,307  
  

 

 

   

 

 

 

 

Note 1:

  

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

Note 2:

  

The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated statements of cash flows for the previous fiscal years have been retrospectively reclassified for this change.

 

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Note:

  

Certain line items presented in the consolidated balance sheets, the consolidated statements of income and the consolidated statements of cash flows have been changed as follows starting from fiscal 2024. These changes were made to aggregate and present our investments in partnerships and other entities accounted for by the equity method in the consolidated financial statements to more appropriately reflect the status of our investments in the consolidated financial statements, due primarily to the increased materiality of our investments in these entities. Corresponding to these changes, the presented amounts in the consolidated balance sheet as of March 31, 2023 have also been reclassified retrospectively to conform to the presentation as of March 31, 2024, the presented amounts in the consolidated statements of income and the consolidated statements of cash flows for the previous fiscal years have also been reclassified retrospectively to conform to the presentation for fiscal 2024.

(Consolidated Balance Sheets)

 

   

“Investment in Affiliates” has been changed to “Equity method investments”.

 

   

Equity securities accounted for by the equity method included in “Investments in Securities” has been reclassified into “Equity method investments”.

 

   

Loans to affiliates and allowance for credit losses on loans to affiliates, which were included in “Investments in Affiliates”, have been reclassified into “Installment Loans” and “Allowance for Credit Losses”, respectively and investments for which the fair value option is applied and was included in “Investment in Affiliates” has been reclassified into “Investments in Securities”.

(Consolidated Statements of Income)

 

   

“Equity in Net Income of Affiliates” and “Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, net” have been changed to “Equity in Net Income of Equity method investments” and “Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net” respectively.

 

   

Gains on fund investment accounted for by the equity method included in “Gains on investment securities and dividends” have been reclassified into “Equity in Net Income of Equity method investments”. Gains on sales of fund investment accounted for by the equity method included in “Gains on investment securities and dividends” have been reclassified into “Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net”.

 

   

Interest on loans to affiliates included in “Equity in Net Income of Equity method investments” have been reclassified into “Finance revenues”, and credit loss expense of loans to affiliates included in “Equity in Net Income of Equity method investments” have been reclassified into “Provision for credit losses”.

(Consolidated Statements of Cash Flows)

 

   

“Equity in net income of affiliates (excluding interest on loans)” has been changed to “Equity in net income of equity method investments” in cash flows from operating activities.

 

   

“Gains on sales of subsidiaries and affiliates and liquidation losses, net” has been changed to “Gains on sales of subsidiaries and equity method investments and liquidation losses, net” in cash flows from operating activities.

 

   

Credit losses for loans to affiliates previously included in “Equity in net income of affiliates (excluding interest on loans)” has been reclassified into “Provision for credit losses” in cash flows from operating activities.

 

   

Other non-cash profit and loss previously included in “Equity in net income of affiliates (excluding interest on loans)” has been reclassified into “Other, net” in cash flows from operating activities.

 

   

Gains on sales of equity securities accounted for by the equity method previously included in “Gains on sales of securities other than trading” have been reclassified into “Gains on sales of subsidiaries and equity method investments and liquidation losses, net” in cash flows from operating activities.

 

   

Other non-cash profit and loss previously included in “Other, net” has been reclassified into “Equity in net income of equity method investments” in cash flows from operating activities.

 

   

“Installment loans made to customers” has been changed to “Originations of installment loans” in cash flows from investing activities.

 

   

“Investment in affiliates, net” has been changed to “Investments in equity method investees, net” in cash flows from investing activities.

 

   

“Proceeds from sales of investment in affiliates” has been changed to “Proceeds from sales of equity method investments” in cash flows from investing activities.

 

   

Loans made to affiliates previously included in “Investment in affiliates, net” has been reclassified into “Originations of installment loans” in cash flows from investing activities.

 

   

Principal collected on loans to affiliates previously included in “Investment in affiliates, net” has been reclassified into “Principal collected on installment loans” in cash flows from investing activities.

 

   

Execution of investments for which the fair value option applied previously included in “Investment in affiliates, net” has been reclassified into “Purchases of equity securities other than trading” in cash flows from investing activities.

 

   

Purchases of equity securities accounted for by the equity method previously included in “Purchases of equity securities other than trading” has been reclassified into “Investments in equity method investees, net” in cash flows from investing activities.

 

   

Proceeds from sales of equity securities accounted for by the equity method previously included in “Proceeds from sales of equity securities other than trading” has been reclassified into “Proceeds from sales of equity method investments” in cash flows from investing activities.

 

   

Principal collected on equity securities accounted for by the equity method through dividends previously included in “Other, net” has been reclassified into “Investments in equity method investees, net” in cash flows from investing activities.

 

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(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

Segment Information by Sector

 

                                      (millions of yen)  
     Year ended
March 31, 2023
    Year ended
March 31, 2024
    March 31,
2023
     March 31,
2024
 
     Segment
Revenues
     Segment
Profits
    Segment
Revenues
     Segment
Profits
    Segment
Assets
     Segment
Assets
 

Corporate Financial Services and Maintenance Leasing

     429,897        75,025       444,959        81,195       1,514,070        1,552,322  

Real Estate

     418,736        51,578       471,692        65,835       935,027        994,115  

PE Investment and Concession

     376,322        2,837       379,168        43,378       605,471        772,834  

Environment and Energy

     215,770        32,960       165,598        29,898       773,617        847,049  

Insurance

     499,487        62,990       563,869        70,034       2,050,412        2,309,357  

Banking and Credit

     84,774        37,610       88,574        96,744       2,698,747        2,733,021  

Aircraft and Ships

     54,665        18,583       65,191        26,773       742,890        1,058,435  

ORIX USA

     185,889        49,021       173,426        17,337       1,462,717        1,537,025  

ORIX Europe

     207,292        40,675       227,151        28,619       417,941        459,248  

Asia and Australia

     188,432        34,952       225,293        34,339       1,395,096        1,587,540  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Segment Total

     2,661,264        406,231       2,804,921        494,152       12,595,988        13,850,946  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Difference between Segment Total and Consolidated Amounts

     2,395        (14,053     9,440        (24,177     2,693,397        2,471,154  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Consolidated Amounts

     2,663,659        392,178       2,814,361        469,975       15,289,385        16,322,100  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

Note 1:

The Company evaluates the performance of segments based on income before income taxes, adjusted for net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests before applicable tax effect. Tax expenses are not included in segment profits.

Note 2:

Since April 1, 2023, segment profits have been calculated with a broadened scope of profit sharing for inter-segment collaboration. As a result, segment data for the previous fiscal year has been retrospectively reclassified.

Note 3:

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach. As a result of the adoption of LDTI, Insurance segment data for the previous fiscal year has been retrospectively adjusted.

Note 4:

The presentation of equity method investment has been changed since fiscal 2024. As a result, segment data for the previous fiscal year has been retrospectively reclassified.

Note 5:

Inter-segment transactions are included in segment revenues, and eliminations of inter-segment transactions are included in difference between segment total and consolidated amounts.

 

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(8) Per Share Data (Unaudited)

 

     Year ended
March 31, 2023
     Year ended
March 31, 2024
 
            (millions of yen)  

Net Income Attributable to ORIX Corporation Shareholders

     290,340        346,132  

Adjustment to Net Income

     0        (7
  

 

 

    

 

 

 

Net income used to calculate basic earnings per share

     290,340        346,125  
  

 

 

    

 

 

 

Adjustment to Net Income

     0        7  
  

 

 

    

 

 

 

Net income used to calculate diluted earnings per share

     290,340        346,132  
  

 

 

    

 

 

 
            (thousands of shares)  

Weighted-average shares

     1,180,356        1,159,367  

Effect of Dilutive Securities -

     

Stock compensation

     1,589        1,943  
  

 

 

    

 

 

 

Weighted-average shares for diluted EPS computation

     1,181,945        1,161,310  
  

 

 

    

 

 

 
            (yen)  

Earnings per share for net income attributable to ORIX Corporation shareholders

     

Basic

     245.98        298.55  

Diluted

     245.65        298.05  
            (yen)  

Shareholders’ equity per share

     3,027.93        3,422.94  

 

Note 1:

In fiscal 2023 and 2024, there was no stock compensation which was antidilutive.

Note 2:

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

 

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(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements

Significant Accounting Policies

(Adoption of New Accounting Standards)

In August 2018, Accounting Standards Update 2018-12 (“Targeted Improvements to the Accounting for Long-Duration Contracts”—ASC 944 (“Financial Services—Insurance”)) was issued, and the original effective date was deferred by two years by related amendments which were issued thereafter. These updates change the recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. These updates require an insurance entity to review and, if there is a change, update cash flow assumptions at least annually and to update the discount rate used for the liability for future policy benefits at each reporting date for nonparticipating traditional long-duration and limited-payment contracts. The effect of updating the discount rate is recognized in other comprehensive income (loss). These updates also require market risk benefits to be measured at fair value, and simplify amortization of deferred policy acquisition costs. Furthermore, these updates require additional disclosures for long-duration contracts. These updates are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early application is permitted. For the liability for future policy benefits and deferred policy acquisition costs, these updates are applied to contracts in force as of the beginning of the earliest period presented (hereinafter, “the transition date” of these updates) on a modified retrospective basis, and an insurance entity may elect to apply retrospectively. For the market risk benefits, these updates are applied retrospectively at the transition date, and the difference between fair value and carrying value requires an adjustment to retained earnings at the transition date. The cumulative effect of changes in the discount rates between contract inception date and the transition date should be recognized in accumulated other comprehensive income at the transition date. The Company and its subsidiaries adopted these updates on April 1, 2023, with the transition date of April 1, 2021, using the modified retrospective transition approach. Upon adoption of these updates, the measurement method of the liability for future policy benefits, etc. have been changed. In addition, as of the transition date, the effect of the adoption on the Company and its subsidiaries’ financial position was an increase of ¥28,937 million in policy liabilities and policy account balances and a decrease of ¥24,641 million in impact of changes in policy liability discount rate (accumulated other comprehensive income (loss)) on the consolidated balance sheet. These were due to changes in the applicable discount rate resulting from fluctuation in interest rates (mainly a decline in Japanese yen interest rates). The balance of deferred policy acquisition costs (included in other assets) immediately before the transition date were carried forward upon transition. As of and for the fiscal year ended March 31, 2022, the effect of the adoption of LDTI on the Company and its subsidiaries’ results of operations and financial position was an increase of ¥10,012 million in deferred policy acquisition costs (included in other assets), a decrease of ¥50,925 million in policy liabilities and policy account balances, an increase of ¥37,536 million in impact of changes in policy liability discount rate (accumulated other comprehensive income (loss)), and an increase of ¥5,241 million in retained earnings in the consolidated balance sheet, and a decrease of ¥4,571 million in life insurance costs in the consolidated statement of income. These were due mainly to changes in the applicable discount rate resulting from fluctuation in interest rates (mainly an increase in US dollar interest rates), and a change in the amortization period of deferred policy acquisition costs. Furthermore, as of and for the fiscal year ended March 31, 2023, the effect of the adoption of these updates on the Company and its subsidiaries’ results of operations and financial position was an increase of ¥23,194 million in deferred policy acquisition costs (included in other assets), a decrease of ¥233,309 million in policy liabilities and policy account balances, an increase of ¥164,516 million in impact of changes in policy liability discount rate (accumulated other comprehensive income (loss)), and an increase of ¥22,506 million in retained earnings in the consolidated balance sheet, and a decrease of ¥25,010 million in life insurance costs in the consolidated statement of income. These were due mainly to changes in the applicable discount rate resulting from fluctuation in interest rates (mainly an increase in US dollar interest rates), reversals of policy liabilities and policy account balances due to updated net insurance premium rates (resulting from variances between actual and expected benefits paid), and changes in the amortization period of deferred policy acquisition costs.

(10) Notes to Consolidated Financial Statements

(Subsequent Events)

There are no material subsequent events.

 

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LOGO

 

Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2024 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025

TOKYO, Japan - May 8, 2024 - 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, 2024. The final amount of the said dividend will be determined by the Board of Directors to be held on May 16, 2024. The annual dividend forecast for the fiscal year ending March 31, 2025 is also included in this announcement as below.

Dividend Detail for the Fiscal Year Ended March 31, 2024

Regarding the year-end dividend for the fiscal year ended March 31, 2024, we have decided a dividend per share of 55.80 yen based on the dividend policy announced on May 10, 2023. As a result of that, an annual dividend per share becomes 98.60 yen.

 

   

Amount Decided

      

Previous Dividend Forecast

      

Dividend Paid for the
Fiscal Year Ended
March 31, 2023

Record Date

  March 31, 2024      March 31, 2024      March 31, 2023

Dividend Per Share

(Annual)

 

55.80 yen

(98.60 yen)

    

51.20 yen

(94.00 yen) *

    

42.80 yen

(85.60 yen)

Total Dividend Amount

(Annual)

 

64,405 million yen

(114,096 million yen)

     —      

50,209 million yen

(100,795 million yen)

Effective Date

  June 4, 2024      —       June 5, 2023

Source of Dividend

  Retained earnings      —       Retained earnings

 

*

Either a dividend payout ratio of 33% or an annual dividend per share of 85.60 yen, whichever is higher. In the above, the dividend has been stated in case of net income attributable to ORIX Corporation shareholders of 330,000 million yen for the fiscal year ending March 31, 2024.

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, 2024 has been decided at 98.60 yen per share (interim dividend paid was 42.80 yen per share and year-end dividend has been decided at 55.80 yen per share). The payout ratio for the fiscal year ended March 31, 2024 was 33.0%.


Table of Contents

Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025

The annual dividend for the fiscal year ending March 31, 2025 is forecasted as either a dividend payout ratio of 39% or an annual dividend per share of 98.60 yen, whichever is higher.

 

    Dividend Per Share
  Interim   Fiscal Year-End   Total

Dividend Forecast

  49.30 yen   49.30 yen*   98.60 yen*

 

*

Either a dividend payout ratio of 39% or an annual dividend per share of 98.60 yen, whichever is higher. In the above, the minimum dividend has been stated.

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 35,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

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


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LOGO

 

Notice Regarding Repurchase of Own Shares

TOKYO, Japan - May 8, 2024 - ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution approving the matters required under Article 156, Paragraph 1 of the Companies Act for the repurchase of its own shares for capital efficiency and shareholder returns, pursuant to Article 34 of the Articles of Incorporation, which is in accordance with Article 459, Paragraph 1 of the Companies Act, as follows.

 

  (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 50 billion yen

 

  (4)

Repurchase Period: From May 15, 2024 to March 31, 2025

 

  (5)

Method of share repurchase: Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(Reference)

 

1.

Policies for Share Cancellation

At the Board of Directors meeting held on October 28, 2019, ORIX approved a policy regarding cancellation of its own shares under which, in principle, ORIX shall maintain a total number of its own shares equal to approximately 5% of the total number of issued shares (at maximum) and shall cancel the shares exceeding such amount. The actual number of shares cancelled will be announced after completing the repurchase stated above.

 

2.

Status of Treasury Shares as of March 31, 2024

Total outstanding shares (excluding treasury shares): 1,154,212,892 shares

Treasury shares: 60,748,162 shares

 

*

The Company’s shares held through the Board Incentive Plan Trust (2,727,686 shares) are not included in the number of treasury 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 35,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

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


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LOGO

 

Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation

TOKYO, Japan - May 8, 2024 - 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 61st Annual General Meeting of Shareholders of the Company on June 25, 2024.

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 61st Annual General Meeting of Shareholders of the Company on June 25, 2024.

Candidates for the 11 Member of the Board of Directors positions (including 6 Outside Directors) are as follows:

 

Makoto Inoue

Satoru Matsuzaki

Stan Koyanagi

Yasuaki Mikami

Hidetake Takahashi (newly nominated)

  

Michael Cusumano (Outside Director)

Sakie Akiyama (Outside Director)

Hiroshi Watanabe (Outside Director)

Aiko Sekine (Outside Director)

Chikatomo Hodo (Outside Director)

Noriyuki Yanagawa (Outside Director)

Details on Candidates for New Member of the Board of Directors

Hidetake Takahashi (Born January 13, 1971)

 

Apr.1993

  

Joined ORIX Corporation

Feb.2010

  

General Manager of Investment and Operation Group I, Investment Banking Headquarters

Jun.2010

  

Executive Officer, DAIKYO INCORPORATED

Sep.2011

  

General Manager of Planning Department, Investment and Operation Headquarters

Nov.2011

  

General Manager of Business Development Department, Investment and Operation Headquarters

Jan.2014

  

General Manager of Business Development Department, Energy and Eco Services Headquarters

Jan.2017

  

Deputy Head of Energy and Eco Services Headquarters,

General Manager of Business Development Department

Mar.2017

  

Deputy Head of Energy and Eco Services Headquarters,

General Manager of Global Business Development Department

May.2018

  

Member of the Board of Directors, ORIX Corporation UK Limited (present position)

Jan.2020

  

Executive Officer

Head of Energy and Eco Services Headquarters (present position)

Sep.2020

  

Member of the Board of Directors, Ubiteq, INC. (present position)

Jan.2022

  

Managing Executive Officer

Jan.2024

  

Senior Managing Executive Officer (present position)

Group Strategy Business Unit

Responsible for Global Investment Strategy (present position)


Table of Contents

Basis for candidacy for appointment a Member of the Board of Directors

Mr. Hidetake Takahashi is a candidate for new Member of the Board of Directors. He has a wealth of experience and advanced knowledge relating to the diversified business activities of the ORIX Group through his business execution experience in the field of investment and operation business and environment and energy business.

The Nominating Committee has appointed him as a new candidate for Member of the Board of Directors because it has determined he can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management given that he possesses extensive understanding of the Company’s operations.

Details on Candidates for Member of the Board of Directors (Outside Director)

Michael Cusumano (Born September 5, 1954)

 

Jul.1986

  

Assistant Professor, Sloan School of Management at Massachusetts Institute of Technology

Jul.1996

  

Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology (present position)

Jul.2007

  

Professor, Faculty of Engineering Systems, School of Engineering at Massachusetts Institute of Technology (retired in March 2016)

Apr.2016

  

Special Vice President and Dean, Tokyo University of Science (retired in May 2017)

Jun.2019

  

Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Apr.2020

  

Senior Specially Appointed Professor, Tokyo University of Science (retired in March 2022)

Jul.2020

  

Deputy Dean, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Michael Cusumano is a candidate for Member of the Board of Directors (Outside Director). He currently serves as a Deputy Dean and Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology, and as a global authority has a deep understanding of business strategy and technology management.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Compensation Committee, pointing to important matters regarding company management, using his expertise in business strategy and technology management.

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 Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Sakie Akiyama (Born December 1, 1962)

 

Apr.1987    Joined Arthur Andersen & Co. (currently Accenture Japan Ltd.) (retired in April 1991)
Apr.1994   

Founded Saki Corporation

Representative Director and Chief Executive Officer, Saki Corporation (retired in September 2018)

Oct.2018    Founder, Saki Corporation (present position)
Jun.2019    Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
   Member of the Board of Directors (Outside Director), Sony Corporation (currently Sony Group Corporation) (present position)
   Member of the Board of Directors (Outside Director), JAPAN POST HOLDINGS Co., Ltd. (present position)
Jun.2020    Member of the Board of Directors (Outside Director), Mitsubishi Corporation (present position)


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Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Ms. Sakie Akiyama is a candidate for Member of the Board of Directors (Outside Director). She founded Saki Corporation and served as a Representative Director and Chief Executive Officer of Saki Corporation. She has wide-ranging experience and knowledge of corporate management.

Currently as a Chairperson of the Nominating Committee, she has actively expressed her opinions and made proposals, while leading discussions and deliberations on members of the Board of Directors and executive officers suitable for the Company’s business operations.

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 Company’s management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.

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 (present position)
Jun.2017    Member of the Board of Directors (Outside Director), Mitsubishi Materials Corporation (scheduled to retire in June 2024)
Jun.2020    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. 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 currently 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 Officer’s 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 Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.


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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 Aarata Audit Corporation (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, Sumitomo Riko Company Limited (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 (scheduled)

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 Aarata Audit Corporation (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 Company’s internal audit unit and actively expressed her opinions and made proposals, while leading discussions and deliberations on the effectiveness of the Company’s 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 Company’s 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. (present position)
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 Company’s 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.

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 Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.


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Nominating Committee

3 Members (Outside Directors: 3)

Chairperson: Sakie Akiyama

Members: Hiroshi Watanabe and Aiko Sekine

Audit Committee

3 Members (Outside Directors: 3)

Chairperson: Aiko Sekine

Members: Chikatomo Hodo and Noriyuki Yanagawa

Compensation Committee

3 Members (Outside Directors: 3)

Chairperson: Hiroshi Watanabe

Members: Michael Cusumano and Chikatomo Hodo

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 35,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

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


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LOGO

 

Announcement Regarding Management Changes

Tokyo, Japan - May 8, 2024 - ORIX Corporation (“ORIX”) announced today that it decided the management changes. The management changes are scheduled to be finalized at the 61st Annual General Meeting of Shareholders and the Board of Directors meeting on June 25, 2024.

 

Management Changes (Effective as of June 25, 2024)

 

New Position

  

Present Position

  

Name

Member of the Board of Directors

Senior Managing Executive Officer

Head of Energy and Eco Services Headquarters

Group Strategy Business Unit

Responsible for Global Investment Strategy

  

Senior Managing Executive Officer

Head of Energy and Eco Services Headquarters

Group Strategy Business Unit

Responsible for Global Investment Strategy

   Hidetake Takahashi

Group Senior Managing Executive

President and Chief Executive Officer, ORIX Corporation USA

  

Senior Managing Executive Officer

President and Chief Executive Officer, ORIX Corporation USA

   Yoshiteru Suzuki

Group Executive

President, ORIX Baseball Club Co., Ltd.

President, Osaka City Dome Co., Ltd.

  

Executive Officer

Group Strategy Business Unit

President, ORIX Baseball Club Co., Ltd.

President, Osaka City Dome Co., Ltd.

   Michio Minato

Group Executive

Chief Executive Officer,

ORIX Corporation Europe N.V.

Chief Executive Officer,

ORIX Corporation UK Limited

  

Executive Officer

Responsible for ORIX Corporation Europe and Robeco Group

Chief Executive Officer,

ORIX Corporation Europe N.V.

Chief Executive Officer,

ORIX Corporation UK Limited

   Kiyoshi Habiro
Retire*   

Member of the Board of Directors

Senior Managing Executive Officer

Responsible for Investment and Operation Headquarters

   Shuji Irie

 

*

Mr. Irie will be appointed Advisor of ORIX on June 25, 2024.

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121


Table of Contents

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 35,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

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