オリックスADRの適時開示

Dividend Per Share

Fiscal Year-End

Dividend Forecast

6-K 1 d937944d6k.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 2025

Commission File Number: 001-14856

ORIX Corporation

(Translation of Registrant’s Name into English)

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

(Address of Principal Executive Offices)

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

Form 20-F ☒ Form 40-F ☐

Table of Contents

Material Contained in this Report


1.		ORIX’s Consolidated Financial Results for the fiscal year ended March 31, 2025 (April 1, 2024 –March 31, 2025) filed with the Tokyo Stock Exchange on Monday, May 12, 2025.
2.		“Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2025 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026”
3.		“Notice Regarding the Resolution on the Repurchase of Own Shares and the Change in Policy for Share Cancellation”
4.		“Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation”
5.		“Announcement Regarding Management Changes”

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 12, 2025	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, 2024 – March 31, 2025

May 12, 2025

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

This document may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on the 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, 2024 to March 31, 2025

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


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

1. Performance Highlights as of and for the Year Ended March 31, 2025

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)


	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, 2025		2,874,821		2.1	%		331,826		(8.0	)%		480,463		2.2	%		351,630		1.6	%
March 31, 2024		2,814,361		5.7	%		360,713		7.4	%		469,975		19.8	%		346,132		19.2	%

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥335,644 million for the fiscal year ended March 31, 2025 (year-on-year change was a 38.7% decrease) and ¥547,310 million for the fiscal year ended March 31, 2024 (year-on-year change was a 30.1% increase).


	Basic Earnings Per Share		Diluted Earnings Per Share		Return on Equity			Return on Assets*2			Operating Margin
March 31, 2025		307.74		307.16		8.8	%		2.9	%		11.5	%
March 31, 2024		298.55		298.05		9.2	%		3.0	%		12.8	%

“Equity in Net Income of Equity method investments” was a net gain of ¥57,182 million for the fiscal year ended March 31, 2025 and a net gain of ¥36,774 million for the fiscal year ended March 31, 2024.

*Note 1:

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

*Note 2:

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

(2) Performance Highlights - Financial Position (Unaudited)


	Total Assets		Total Equity		Shareholders’ Equity		Shareholders’ Equity Ratio			Shareholders’ Equity Per Share
March 31, 2025		16,866,251		4,171,783		4,089,782		24.2	%		3,599.24
March 31, 2024		16,322,100		4,021,965		3,941,466		24.1	%		3,422.94

*Note 3:

“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”

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

“Shareholders’ Equity Per Share” is calculated using “Total ORIX Corporation Shareholders’ Equity.”

(3) Performance Highlights - Cash Flows (Unaudited)


	Cash Flows from Operating Activities		Cash Flows from (used in) Investing Activities			Cash Flows from (used in) Financing Activities			Cash, Cash Equivalents and Restricted Cash at End of Year
March 31, 2025		1,300,193		(1,309,695	)		149,322			1,321,983
March 31, 2024		1,243,402		(1,372,803	)		(85,477	)		1,185,307

2. Dividends (Unaudited)


	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, 2024		—		42.80		—		55.80		98.60		114,095		33.0	%		3.1	%
March 31, 2025		—		62.17		—		57.84		120.01		137,104		39.0	%		3.4	%

March 31, 2026 (Est.)		—		60.00		—		60.01		120.01		—		—			—

*Note 4:

Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥272 million for the fiscal year ended March 31, 2024 and ¥417 million for the fiscal year ended March 31, 2025). For the next fiscal year ending March 31, 2026, the annual dividend is forecasted at the higher of either payout ratio of 39% or 120.01 yen per share. In the above table, the minimum forecasted dividend has been stated. If net income attributable to ORIX Corporation shareholders is ¥380 billion, as stated in the forecast for the year ending March 31, 2026 described below, the annual dividend per share is expected to be ¥132.13.

3. Forecast for the Year Ending March 31, 2026 (Unaudited)


	Net Income Attributable to ORIX Corporation Shareholders		Year-on-Year Change
March 31, 2026		380,000		8.1	%

*Note 5:

Although forward-looking statements in this document are based on information currently available to ORIX Corporation and are based on assumptions deemed reasonable by ORIX Corporation, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements. Factors causing a result that differs from forward-looking statements include, but are not limited to, those described under “Risk Factors” in our Form 20-F submitted to the U.S. Securities and Exchange Commission.

4. Other Information


(1) Significant Changes in Scope of Consolidation			Yes ( ) No ( x )

Addition - None ( )			Exclusion - None ( )

(2) Changes in Accounting Principles

1. Changes due to adoptions of new accounting standards			Yes ( x ) No ( )

2. Other than those above			Yes ( ) No ( x )

(3) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,162,962,244 as of March 31, 2025, and 1,214,961,054 as of March 31, 2024.

2. The number of treasury stock was 23,259,695 as of March 31, 2025, and 60,748,162 as of March 31, 2024.

3. The average number of outstanding shares was 1,142,502,976 for the fiscal year ended March 31, 2025, and 1,159,367,000 for the fiscal year ended March 31, 2024.

The Company’s shares held through the Board Incentive Plan Trust (3,413,000 shares as of March 31, 2025 and 2,727,686 shares as of March 31, 2024) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.

* These consolidated financial results from April 1, 2024 to March 31, 2025 are not subject to certified public 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, 2025


		Fiscal Year ended March 31, 2024		Fiscal Year ended March 31, 2025		Change
		Fiscal Year ended March 31, 2024		Fiscal Year ended March 31, 2025		Amount			Percent
Total Revenues	(millions of yen)		2,814,361		2,874,821		60,460			2	%
Total Expenses	(millions of yen)		2,453,648		2,542,995		89,347			4	%
Income before Income Taxes	(millions of yen)		469,975		480,463		10,488			2	%
Net Income Attributable to ORIX Corporation Shareholders	(millions of yen)		346,132		351,630		5,498			2	%
Earnings Per Share (Basic)	(yen)		298.55		307.74		9.19			3	%
(Diluted)	(yen)		298.05		307.16		9.11			3	%
ROE*1	(%)		9.2		8.8		(0.4	)		—
ROA*2	(%)		2.19		2.12		(0.07	)		—

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

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

Overview of Business Performance (April 1, 2024 to March 31, 2025)

Total revenues for the consolidated fiscal year ended March 31, 2025 (hereinafter, “the fiscal year”) increased 2% to ¥2,874,821 million compared to the previous fiscal year primarily due to increases in operating leases revenues and services income, partially offset by decreases in finance revenues, gains on investment securities and dividends and life insurance premiums and related investment income.

Total expenses increased 4% to ¥2,542,995 million compared to the previous fiscal year primarily due to increases in costs of operating leases, services expense, other expense and write-downs of long-lived assets, partially offset by decreases in interest expense and life insurance costs.

Equity in net income of equity method investments for the fiscal year increased 55% to ¥57,182 million compared to the previous fiscal year, and gains on sales of subsidiaries and equity method investments and liquidation losses, net for the fiscal year increased 21% to ¥87,705 million compared to the previous fiscal year.

Due to the above results, income before income taxes for the fiscal year increased 2% to ¥480,463 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 2% to ¥351,630 million compared to the previous fiscal year.

- 2 -

Table of Contents

Segment Information

Total segment profits for the fiscal year decreased 3% to ¥544,668 million compared to the previous fiscal year. Segment profits increased in each of Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Insurance, Aircraft and Ships, ORIX USA, and ORIX Europe while segment profits in each of Environment and Energy, Banking and Credit, and Asia and Australia decreased, in each case as compared to the previous fiscal year.

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

Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of the end of March 31, 2024 has been retrospectively reclassified.

Segment information for the fiscal year is as follows:

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

83,244

90,329

7,085

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,777,320

1,884,565

107,245

Segment profits increased 9% to ¥90,329 million compared to the previous fiscal year primarily due to increases in gains on sales of subsidiaries and equity method investments and operating leases revenues.

Segment assets increased 6% to ¥1,884,565 million compared to the end of the previous fiscal year primarily due to increases in installment loans and investment in operating leases.

- 3 -

Table of Contents

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

67,055

70,541

3,486

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,110,087

1,158,293

48,206

Segment profits increased 5% to ¥70,541 million compared to the previous fiscal year primarily due to an increase in operating leases revenues, partially offset by a decrease in equity in net income (loss) of equity method investments.

Segment assets increased 4% to ¥1,158,293 million compared to the end of the previous fiscal year primarily due to increases in equity method investments and trade notes, accounts and other receivable.

PE Investment and Concession: Private equity investment; concession

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

43,967

98,872

54,905

125

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,066,647

1,022,944

(43,703

)

(4)

Segment profits increased 125% to ¥98,872 million compared to the previous fiscal year primarily due to increases in equity in net income (loss) of equity method investments and gains on sales of subsidiaries and equity method investments resulting from the sale of investees.

Segment assets decreased 4% to ¥1,022,944 million compared to the end of the previous fiscal year primarily due to decreases in investment in securities and goodwill, intangible assets acquired in business combinations, partially offset by an increase in equity method investments.

- 4 -

Table of Contents

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

38,072

(4,923

)

(42,995

)

—

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

976,434

1,016,175

39,741

Segment profits decreased by ¥42,995 million to losses of ¥4,923 million compared to the previous fiscal year primarily due to an increase in write-downs of long-lived assets and a decrease in equity in net income (loss) of equity method investments and an increase in service expense, partially offset by an increase in gains on sales of subsidiaries and equity method investments.

Segment assets increased 4% to ¥1,016,175 million compared to the end of the previous fiscal year primarily due to increases in property under facility operations and advances for property under facility operations, partially offset by a decrease in equity method investments.

Insurance: Life insurance

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

70,826

74,399

3,573

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

2,921,927

3,009,234

87,307

Segment profits increased 5% to ¥74,399 million compared to the previous fiscal year primarily due to a decrease in life insurance costs, partially offset by a decrease in life insurance premiums and related investment income.

Segment assets increased 3% to ¥3,009,234 million compared to the end of the previous fiscal year primarily due to an increase in reinsurance recoverables.

- 5 -

Table of Contents

Banking and Credit: Banking; consumer finance

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

97,353

29,291

(68,062

)

(70

)

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

2,934,217

3,144,571

210,354

Segment profits decreased 70% to ¥29,291 million compared to the previous fiscal year primarily due to the absence of gains on sales of subsidiaries and equity method investments recorded in the fourth quarter of the previous fiscal year as a result of the partial sale of shares in ORIX Credit Corporation and a decrease in finance revenues following its transition to an equity method investee.

Segment assets increased 7% to ¥3,144,571 million compared to the end of the previous fiscal year primarily due to increases in installment loans and cash and cash equivalents.

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

44,366

67,420

23,054

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,169,641

1,231,973

62,332

Segment profits increased 52% to ¥67,420 million compared to the previous fiscal year primarily due to an increase in operating leases revenues as a result of a new acquisition of a subsidiary in the fourth quarter of the previous fiscal year.

Segment assets increased 5% to ¥1,231,973 million compared to the end of the previous fiscal year primarily due to increases in investment in operating leases, goodwill, intangible assets acquired in business combinations and advances for finance lease and operating lease, partially offset by a decrease in installment loans.

- 6 -

Table of Contents

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

27,931

39,915

11,984

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,694,484

1,593,939

(100,545

)

Segment profits increased 43% to ¥39,915 million compared to the previous fiscal year primarily due to an increase in gains on sales of subsidiaries and equity method investments, partially offset by an increase in selling, general and administrative expenses and a decrease in gains on investment securities and dividends.

Segment assets decreased 6% to ¥1,593,939 million compared to the end of the previous fiscal year primarily due to decreases in installment loans and restricted cash and general decrease as a result of foreign exchange effects.

ORIX Europe: Asset management of global equity and fixed income

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

41,638

44,373

2,735

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

662,139

669,306

7,167

Segment profits increased 7% to ¥44,373 million compared to the previous fiscal year primarily due to an increase in services income.

Segment assets increased 1% to ¥669,306 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents and investment in securities, partially offset by a decrease in goodwill, intangible assets acquired in business combinations.

- 7 -

Table of Contents

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

Year ended
March 31, 2024
(millions of yen)

Year ended
March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Profits

47,069

34,451

(12,618

)

(27

)

As of March 31, 2024
(millions of yen)

As of March 31, 2025
(millions of yen)

Change

Amount
(millions of yen)

Percent
(%)

Segment Assets

1,709,233

1,725,627

16,394

Segment profits decreased 27% to ¥34,451 million compared to the previous fiscal year primarily due to decreases in gains on investment securities and dividends and equity in net income (loss) of equity method investments in Greater China.

Segment assets increased 1% to ¥1,725,627 million compared to the end of the previous fiscal year primarily due to increases in net investment in leases and cash and cash equivalents, partially offset by general decrease as a result of foreign exchange effects.

Outlook and Forecast

In addition to continuing growth exhibited in our existing business operations, we believe that there are further growth opportunities in all of our segments, and we will strive to achieve sustainable profit growth by capitalizing on these opportunities going forward.

Although forward-looking statements in this document are attributable to current information available to us and are based on assumptions deemed reasonable by us, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.

Factors that could cause results that differ materially from those described in the forward-looking statements include, but are not limited to, those described under “Risk Factors” in our Form 20-F submitted to the U.S. Securities and Exchange Commission.

- 8 -

Table of Contents

(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity


		As of March 31, 2024		As of March 31, 2025		Change
		As of March 31, 2024		As of March 31, 2025		Amount		Percent
Total Assets	(millions of yen)		16,322,100		16,866,251		544,151		3	%
(Segment Assets) *1			16,022,129		16,456,627		434,498		3	%
Total Liabilities	(millions of yen)		12,297,490		12,691,036		393,546		3	%
(Short-term and Long-term Debt)			6,200,471		6,282,798		82,327		1	%
(Deposits)			2,245,835		2,449,812		203,977		9	%
Shareholders’ Equity *2	(millions of yen)		3,941,466		4,089,782		148,316		4	%
Shareholders’ Equity Per Share *3	(yen)		3,422.94		3,599.24		176.30		5	%

*1 Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable, and others. As a result, segment data as of March 31, 2024 have been retrospectively reclassified.

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

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

Total assets increased 3% to ¥16,866,251 million compared to the end of the previous fiscal year primarily due to increases in cash and cash equivalents, installment loans and other assets (mainly reinsurance recoverable), partially offset by decreases in restricted cash and office facilities. In addition, segment assets increased 3% to ¥16,456,627 million compared to the end of the previous fiscal year.

Total liabilities increased 3% to ¥12,691,036 million compared to the end of the previous fiscal year primarily due to increases in deposits and long-term debt.

Shareholders’ equity increased 4% to ¥4,089,782 million compared to the end of the previous fiscal year.

Summary of Cash Flows

Cash, cash equivalents and restricted cash increased by ¥136,676 million to ¥1,321,983 million compared to the end of the previous fiscal year.

Cash flows provided by operating activities were ¥1,300,193 million during the fiscal year, up from ¥1,243,402 million during the previous fiscal year. This change resulted primarily from an increase in policy liabilities and policy account balances and a decrease in an increase in inventories.

Cash flows used in investing activities were ¥1,309,695 million during the fiscal year, down from ¥1,372,803 million during the previous fiscal year. This change resulted primarily from an increase in proceeds from sales and redemption of available-for-sale debt securities, partially offset by an increase in purchases of lease equipment and available-for-sale debt securities.

Cash flows provided by financing activities were ¥149,322 million during the fiscal year compared to the outflow of ¥85,477 million during the previous fiscal year. This change primarily due to proceeds from debt with maturities longer than three months exceeding the amounts of repayments and a change from a decrease to an increase in deposits due to customers.

- 9 -

Table of Contents

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2025 and the Fiscal Year Ending March 31, 2026

We aim to increase shareholder value by utilizing profits earned from business activities, to strengthen our business foundation and make investments for future growth. At the same time, we strive to make stable and sustainable distribution of dividends at a level in line with our business performance. In addition, with regards to the decision of whether to buy back our shares, we aim to act with flexibility and swiftness while considering various factors such as the business environment, share price trends, the soundness of our financial condition, and target performance indicators.

Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2025 has been decided at 120.01 yen per share (the interim dividend paid was 62.17 yen per share and the year-end dividend has been decided at 57.84 yen per share). The payout ratio for the fiscal year ended March 31, 2025 was 39.0%. For the next fiscal year ending March 31, 2026, the annual dividend is forecasted at the higher of either payout ratio of 39.0% or 120.01 yen per share.

(4) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2025, we believe no significant changes have arisen concerning “Risk Factors” as stated in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 27, 2024.

2. Consideration in the Selection of Accounting Standard

We have been preparing our financial statements in accordance with U.S. GAAP. We believe that U.S. GAAP is the accounting standard that most appropriately reflects our business activities in our financial reporting.

Reporting in U.S. GAAP enables us to maintain consistency and comparability with past financial results and we believe that is beneficial to our stakeholders.

- 10 -

Table of Contents

3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)



Assets		As of March 31, 2024			As of March 31, 2025
Cash and Cash Equivalents			1,032,810			1,206,573
Restricted Cash			152,497			115,410
Net Investment in Leases			1,155,023			1,167,380
Installment Loans			3,958,814			4,081,019
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024	¥129,959 million
March 31, 2025	¥97,694 million
Allowance for Credit Losses			(58,110	)		(56,769	)
Investment in Operating Leases			1,868,574			1,967,178
Investment in Securities			3,263,079			3,234,547
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024	¥35,696 million
March 31, 2025	¥41,018 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2024
Amortized Cost	¥3,015,940 million
Allowance for Credit Losses	¥(634) million
March 31, 2025
Amortized Cost	¥3,174,036 million
Allowance for Credit Losses	¥(670) million
Property under Facility Operations			689,573			771,851
Equity method investments			1,313,887			1,320,015
Trade Notes, Accounts and Other Receivable			401,368			411,012
Inventories			227,359			229,229
Office Facilities			248,458			191,957
Other Assets			2,068,768			2,226,849
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024	¥2,786 million
March 31, 2025	¥2,586 million

Total Assets			16,322,100			16,866,251


Liabilities and Equity
Short-term Debt			574,095			549,680
Deposits			2,245,835			2,449,812
Trade Notes, Accounts and Other Payable			362,504			339,787
Policy Liabilities and Policy Account Balances			1,892,510			1,948,047
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024	¥167,207 million
March 31, 2025	¥136,257 million
Current and Deferred Income Taxes			570,724			578,781
Long-term Debt			5,626,376			5,733,118
Other Liabilities			1,025,446			1,091,811

Total Liabilities			12,297,490			12,691,036

Redeemable Noncontrolling Interests			2,645			3,432


Commitments and Contingent Liabilities

Common Stock			221,111			221,111

Additional Paid-in Capital			233,457			234,193

Retained Earnings			3,259,730			3,354,911

Accumulated Other Comprehensive Income			357,148			341,298

Treasury Stock, at Cost			(129,980	)		(61,731	)

Total ORIX Corporation Shareholders’ Equity			3,941,466			4,089,782
Noncontrolling Interests			80,499			82,001

Total Equity			4,021,965			4,171,783


Total Liabilities and Equity			16,322,100			16,866,251

- 11 -

Table of Contents

Note:

Breakdown of Accumulated Other Comprehensive Income (Loss)


	As of March 31, 2024			As of March 31, 2025
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities		(250,806	)		(403,914	)
Impact of changes in policy liability discount rate		257,785			416,124
Debt valuation adjustments		84			49
Defined benefit pension plans		9,670			14,791
Foreign currency translation adjustments		324,208			304,657
Net unrealized gains on derivative instruments		16,207			9,591

Total		357,148			341,298

- 12 -

Table of Contents

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)



	Year ended March 31, 2024			Year ended March 31, 2025
Revenues :
Finance revenues		348,001			328,356
Gains on investment securities and dividends		33,023			14,324
Operating leases		535,490			624,444
Life insurance premiums and related investment income		558,923			515,259
Sales of goods and real estate		373,914			373,155
Services income		965,010			1,019,283

Total Revenues		2,814,361			2,874,821

Expenses :
Interest expense		188,328			169,051
Costs of operating leases		356,760			394,821
Life insurance costs		433,863			384,753
Costs of goods and real estate sold		268,627			271,833
Services expense		560,101			604,145
Other (income) and expense		(4,671	)		27,128
Selling, general and administrative expenses		627,633			646,054
Provision for credit losses		20,968			18,723
Write-downs of long-lived assets		1,724			25,933
Write-downs of securities		315			554

Total Expenses		2,453,648			2,542,995

Operating Income		360,713			331,826

Equity in Net Income of Equity method investments		36,774			57,182
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net		72,488			87,705
Bargain Purchase Gain		0			3,750

Income before Income Taxes		469,975			480,463
Provision for Income Taxes		131,388			128,828

Net Income		338,587			351,635

Net Income (Loss) Attributable to the Noncontrolling Interests		(7,682	)		(389	)

Net Income Attributable to the Redeemable Noncontrolling Interests		137			394

Net Income Attributable to ORIX Corporation Shareholders		346,132			351,630

- 13 -

Table of Contents

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


				(millions of yen)

	Year Ended March 31, 2024			Year Ended March 31, 2025
Net Income :		338,587			351,635

Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities		(67,762	)		(153,108	)
Impact of changes in policy liability discount rate		93,269			158,339
Net change of debt valuation adjustments		(191	)		(35	)
Net change of defined benefit pension plans		13,293			5,128
Net change of foreign currency translation adjustments		173,304			(20,060	)
Net change of unrealized gains (losses) on derivative instruments		(5,875	)		(6,403	)
Total other comprehensive income (loss)		206,038			(16,139	)

Comprehensive Income		544,625			335,496

Comprehensive Income (Loss) Attributable to the Noncontrolling Interests		(3,035	)		(492	)

Comprehensive Income Attributable to the Redeemable Noncontrolling Interests		350			344

Comprehensive Income Attributable to ORIX Corporation Shareholders		547,310			335,644

- 14 -

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, 2023		221,111		233,169			3,054,448			156,135			(121,256	)		3,543,607			70,715			3,614,322

Contribution to subsidiaries																0			18,357			18,357
Transaction with noncontrolling interests				86						(165	)					(79	)		(3,470	)		(3,549	)
Comprehensive income, net of tax:
Net income (loss)							346,132									346,132			(7,682	)		338,450
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities										(67,772	)					(67,772	)		0			(67,772	)
Impact of changes in policy liability discount rate										93,269						93,269			0			93,269
Net change of debt valuation adjustments										(191	)					(191	)		0			(191	)
Net change of defined benefit pension plans										13,287						13,287			6			13,293
Net change of foreign currency translation adjustments										168,285						168,285			4,816			173,101
Net change of unrealized gains (losses) on derivative instruments										(5,700	)					(5,700	)		(175	)		(5,875	)

Total other comprehensive income																201,178			4,647			205,825

Total comprehensive income (loss)																547,310			(3,035	)		544,275

Cash dividends							(99,900	)								(99,900	)		(2,068	)		(101,968	)
Acquisition of treasury stock													(50,001	)		(50,001	)		0			(50,001	)
Disposal of treasury stock				(227	)								277			50			0			50
Cancellation of treasury stock				(49	)		(40,951	)					41,000			0			0			0
Other, net				478			1									479			0			479

Balance at March 31, 2024		221,111		233,457			3,259,730			357,148			(129,980	)		3,941,466			80,499			4,021,965

Cumulative effect of adopting Accounting Standards Update 2023-02							(157	)								(157	)		0			(157	)

Balance at April 1, 2024		221,111		233,457			3,259,573			357,148			(129,980	)		3,941,309			80,499			4,021,808

Contribution to subsidiaries																0			10,736			10,736
Transaction with noncontrolling interests				83						136						219			(7,451	)		(7,232	)
Comprehensive income, net of tax:
Net income (loss)							351,630									351,630			(389	)		351,241
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities										(153,108	)					(153,108	)		0			(153,108	)
Impact of changes in policy liability discount rate										158,339						158,339			0			158,339
Net change of debt valuation adjustments										(35	)					(35	)		0			(35	)
Net change of defined benefit pension plans										5,121						5,121			7			5,128
Net change of foreign currency translation adjustments										(19,687	)					(19,687	)		(323	)		(20,010	)
Net change of unrealized gains (losses) on derivative instruments										(6,616	)					(6,616	)		213			(6,403	)

Total other comprehensive income (loss)																(15,986	)		(103	)		(16,089	)

Total comprehensive income (loss)																335,644			(492	)		335,152

Cash dividends							(135,590	)								(135,590	)		(1,291	)		(136,881	)
Acquisition of treasury stock													(53,518	)		(53,518	)		0			(53,518	)
Disposal of treasury stock				(654	)								917			263			0			263
Cancellation of treasury stock				(149	)		(120,702	)					120,851			0			0			0
Other, net				1,456									(1	)		1,455			0			1,455

Balance at March 31, 2025		221,111		234,193			3,354,911			341,298			(61,731	)		4,089,782			82,001			4,171,783

Note:

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

- 15 -

Table of Contents

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


	(millions of yen)
	Year ended March 31, 2024			Year ended March 31, 2025
Cash Flows from Operating Activities:
Net income		338,587			351,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		364,242			399,527
Principal payments received under net investment in leases		475,730			495,717
Provision for credit losses		20,968			18,723
Equity in net income of equity method investments		(36,774	)		(57,182	)
Gains on sales of subsidiaries and equity method investments and liquidation losses, net		(72,488	)		(87,705	)
Bargain purchase gain		0			(3,750	)
Gains on sales of securities other than trading		(3,943	)		6,772
Gains on sales of operating lease assets		(53,441	)		(76,633	)
Write-downs of long-lived assets		1,724			25,933
Write-downs of securities		315			554
Deferred tax provision		20,000			23,346
(Increase) Decrease in trading securities		(8,041	)		28,487
Increase in inventories		(58,126	)		(9,839	)
Decrease (Increase) in trade notes, accounts and other receivable		5,235			(2,641	)
Decrease in trade notes, accounts and other payable		(4,427	)		(3,910	)
Increase in policy liabilities and policy account balances		186,193			268,258
Increase (Decrease) in income taxes payable		107,881			(9,232	)
Other, net		(40,233	)		(67,867	)

Net cash provided by operating activities		1,243,402			1,300,193

Cash Flows from Investing Activities:
Purchases of lease equipment		(1,124,207	)		(1,288,608	)
Originations of installment loans		(1,429,738	)		(1,506,006	)
Principal collected on installment loans		1,356,586			1,302,302
Proceeds from sales of operating lease assets		262,724			373,804
Investments in equity method investees, net		(166,640	)		(64,985	)
Proceeds from sales of equity method investments		23,967			95,789
Purchases of available-for-sale debt securities		(570,241	)		(700,403	)
Proceeds from sales of available-for-sale debt securities		197,640			289,170
Proceeds from redemption of available-for-sale debt securities		47,280			257,338
Purchases of equity securities other than trading		(57,819	)		(76,767	)
Proceeds from sales of equity securities other than trading		54,728			31,594
Purchases of property under facility operations		(76,667	)		(69,064	)
Acquisitions of subsidiaries, net of cash acquired		(42,486	)		(89,871	)
Sales of subsidiaries, net of cash disposed		139,525			111,043
Other, net		12,545			24,969

Net cash used in investing activities		(1,372,803	)		(1,309,695	)

Cash Flows from Financing Activities:
Net increase (decrease) in debt with maturities of three months or less		10,751			(98,621	)
Proceeds from debt with maturities longer than three months		1,218,867			1,549,750
Repayment of debt with maturities longer than three months		(1,177,803	)		(1,368,479	)
Net (decrease) increase in deposits due to customers		(1,572	)		204,034
Cash dividends paid to ORIX Corporation shareholders		(99,900	)		(135,590	)
Acquisition of treasury stock		(50,001	)		(53,518	)
Contribution from noncontrolling interests		15,621			3,577
Purchases of shares of subsidiaries from noncontrolling interests		(108	)		(521	)
Net increase in call money		0			50,000
Other, net		(1,332	)		(1,310	)

Net cash (used in) provided by financing activities		(85,477	)		149,322

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		33,277			(3,144	)

Net (decrease) increase in Cash, Cash Equivalents and Restricted Cash		(181,601	)		136,676

Cash, Cash Equivalents and Restricted Cash at Beginning of Year		1,366,908			1,185,307

Cash, Cash Equivalents and Restricted Cash at End of Year		1,185,307			1,321,983

- 16 -

Table of Contents

(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

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

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


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

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

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

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

- 17 -

Table of Contents

Segment information for fiscal 2024 and 2025 is as follows:


	Millions of yen
	Fiscal Year ended March 31, 2024
	Corporate Financial Services and Maintenance Leasing			Real Estate		PE Investment and Concession			Environment and Energy			Insurance			Banking and Credit			Aircraft and Ships
Finance revenues		61,428			6,134		6,679			1,478			300			80,653			7,769
Gains on investment securities and dividends		2,626			857		1,207			1,784			0			600			(130	)
Operating leases		266,871			50,205		41,529			79			0			0			48,074
Life insurance premiums and related investment income		0			0		0			0			561,533			0			0
Sales of goods and real estate		3,934			111,013		249,085			3,771			0			0			97
Services income		110,100			303,483		80,668			158,486			2,036			7,321			9,381

Total Segment Revenues		444,959			471,692		379,168			165,598			563,869			88,574			65,191

Interest expense		5,418			3,016		2,978			11,093			14			5,302			11,596
Costs of operating leases		192,850			24,972		26,244			18			0			0			18,853
Life insurance costs		0			0		0			0			433,827			0			0
Costs of goods and real estate sold		3,234			90,931		168,404			2,236			0			0			96
Services expense		58,896			248,195		58,677			110,106			0			6,254			1,783
Other (income) and expense		14,896			722		(2,330	)		(4,633	)		98			(306	)		(3,600	)
Selling, general and administrative expenses		88,621			41,542		89,864			18,670			59,309			32,886			10,345
Provision for credit losses, and write-downs of long-lived assets and securities		960			1,285		366			151			(2	)		4,064			3

Total Segment Expenses		364,875			410,663		344,203			137,641			493,246			48,200			39,076

Equity in Net income (Loss) of equity method investments and others		3,160			6,026		9,002			10,115			203			56,979			18,251

Segment Profits		83,244			67,055		43,967			38,072			70,826			97,353			44,366

Significant non-cash items:
Depreciation and amortization		153,208			18,376		26,644			23,975			17,138			1,821			20,366
Increase in policy liabilities and policy account balances		0			0		0			0			186,193			0			0
Bargain purchase gain		0			0		0			0			0			0			0
Impairment of goodwill and intangible assets		0			0		0			0			0			0			0
Expenditures for long-lived assets		184,794			57,828		20,345			54,959			350			12			174,525

	Millions of yen
	Fiscal Year ended March 31, 2024
	ORIX USA			ORIX Europe		Asia and Australia			Total
Finance revenues		112,545			2,409		70,836			350,231
Gains on investment securities and dividends		6,446			10,711		7,885			31,986
Operating leases		1,225			0		122,624			530,607
Life insurance premiums and related investment income		0			0		0			561,533
Sales of goods and real estate		602			0		425			368,927
Services income		52,608			214,031		23,523			961,637

Total Segment Revenues		173,426			227,151		225,293			2,804,921

Interest expense		47,466			289		35,737			122,909
Costs of operating leases		547			0		90,336			353,820
Life insurance costs		0			0		0			433,827
Costs of goods and real estate sold		310			0		400			265,611
Services expense		4,331			54,224		15,039			557,505
Other (income) and expense		(2,078	)		2,666		(1,490	)		3,945
Selling, general and administrative expenses		85,483			130,496		41,558			598,774
Provision for credit losses, and write-downs of long-lived assets and securities		7,937			217		8,027			23,008

Total Segment Expenses		143,996			187,892		189,607			2,359,399

Equity in Net income (Loss) of equity method investments and others		(1,499	)		2,379		11,383			115,999

Segment Profits		27,931			41,638		47,069			561,521

Significant non-cash items:
Depreciation and amortization		2,872			7,003		87,422			358,825
Increase in policy liabilities and policy account balances		0			0		0			186,193
Bargain purchase gain		0			0		0			0
Impairment of goodwill and intangible assets		0			0		0			0
Expenditures for long-lived assets		184			388		171,184			664,569

- 18 -

Table of Contents


	Millions of yen
	Fiscal Year ended March 31, 2025
	Corporate Financial Services and Maintenance Leasing			Real Estate			PE Investment and Concession			Environment and Energy			Insurance			Banking and Credit			Aircraft and Ships
Finance revenues		63,271			4,860			12,140			1,402			280			60,290			5,769
Gains on investment securities and dividends		2,647			1,282			851			3,128			0			100			(24	)
Operating leases		282,433			61,321			42,698			79			0			0			96,856
Life insurance premiums and related investment income		0			0			0			0			518,084			0			0
Sales of goods and real estate		4,202			107,859			252,969			3,307			0			0			852
Services income		108,146			322,458			69,273			178,105			(1	)		2,914			16,139

Total Segment Revenues		460,699			497,780			377,931			186,021			518,363			63,304			119,592

Interest expense		7,306			2,616			3,833			13,170			256			7,184			20,159
Costs of operating leases		201,286			24,167			26,389			18			0			0			40,986
Life insurance costs		0			0			0			0			384,910			0			0
Costs of goods and real estate sold		3,335			89,593			173,652			1,786			0			0			864
Services expense		57,372			264,952			48,890			136,118			0			7,590			6,724
Other (income) and expense		18,305			1,664			10,622			446			(110	)		40			68
Selling, general and administrative expenses		89,599			43,405			88,370			22,582			58,904			20,822			11,967
Provision for credit losses, and write-downs of long-lived assets and securities		2,199			3,098			1,743			20,573			4			(176	)		3

Total Segment Expenses		379,402			429,495			353,499			194,693			443,964			35,460			80,771

Equity in Net income (Loss) of equity method investments and others		9,032			2,256			74,440			3,749			(0	)		1,447			28,599

Segment Profits		90,329			70,541			98,872			(4,923	)		74,399			29,291			67,420

Significant non-cash items:
Depreciation and amortization		158,166			18,992			25,053			33,457			24,219			571			30,808
Increase in policy liabilities and policy account balances		0			0			0			0			268,258			0			0
Bargain purchase gain		0			0			0			0			0			0			0
Impairment of goodwill and intangible assets		0			0			11,149			0			0			0			0
Expenditures for long-lived assets		211,006			78,824			14,594			50,720			116			20			300,251

	Millions of yen
	Fiscal Year ended March 31, 2025
	ORIX USA			ORIX Europe			Asia and Australia			Total
Finance revenues		102,627			4,077			74,961			329,677
Gains on investment securities and dividends		119			4,408			1,933			14,444
Operating leases		861			0			135,169			619,417
Life insurance premiums and related investment income		0			0			0			518,084
Sales of goods and real estate		543			0			751			370,483
Services income		50,078			248,782			23,406			1,019,300

Total Segment Revenues		154,228			257,267			236,220			2,871,405

Interest expense		40,016			665			41,761			136,966
Costs of operating leases		1,496			0			97,249			391,591
Life insurance costs		0			0			0			384,910
Costs of goods and real estate sold		307			0			684			270,221
Services expense		2,823			66,446			14,710			605,625
Other (income) and expense		(3,382	)		4,231			(5,654	)		26,230
Selling, general and administrative expenses		95,406			138,859			44,342			614,256
Provision for credit losses, and write-downs of long-lived assets and securities		7,669			115			9,983			45,211

Total Segment Expenses		144,335			210,316			203,075			2,475,010

Equity in Net income (Loss) of equity method investments and others		30,022			(2,578	)		1,306			148,273

Segment Profits		39,915			44,373			34,451			544,668

Significant non-cash items:
Depreciation and amortization		2,687			6,234			93,705			393,892
Increase in policy liabilities and policy account balances		0			0			0			268,258
Bargain purchase gain		0			0			3,750			3,750
Impairment of goodwill and intangible assets		1,175			1,971			0			14,295
Expenditures for long-lived assets		2,326			1,143			177,320			836,320

- 19 -

Table of Contents

Segment information as of March 31, 2024 and 2025 is as follows:


	Millions of yen
	As of March 31, 2024
	Corporate Financial Services and Maintenance Leasing		Real Estate		PE Investment and Concession		Environment and Energy		Insurance		Banking and Credit		Aircraft and Ships
Net investment in leases		567,735		51,978		1,238		3,104		0		0		0
Installment loans		346,840		52		115,629		2,255		11,792		2,378,183		60,468
Investment in operating leases		535,655		278,191		56,286		250		26,876		0		557,867
Investment in securities		36,683		4,036		36,729		571		2,236,495		311,237		11,960
Property under facility operations and servicing assets		17,404		165,387		41,416		453,252		0		0		0
Inventories		928		174,990		47,553		2,463		0		0		733
Advances for finance lease and operating lease		3,400		114,649		5		0		0		0		9,232
Equity method investments		14,984		143,751		118,310		219,018		29,742		43,601		399,061
Advances for property under facility operations		0		8,183		4,466		44,962		0		0		0
Goodwill, intangible assets acquired in business combinations		28,693		52,898		351,202		121,174		4,452		0		19,114
Other assets		224,998		115,972		293,813		129,385		612,570		201,196		111,206

Segment Assets		1,777,320		1,110,087		1,066,647		976,434		2,921,927		2,934,217		1,169,641


	Millions of yen
	As of March 31, 2024
	ORIX USA		ORIX Europe		Asia and Australia		Total
Net investment in leases		505		0		530,426		1,154,986
Installment loans		699,384		0		343,936		3,958,539
Investment in operating leases		9,858		0		395,573		1,860,556
Investment in securities		509,172		82,568		33,520		3,262,971
Property under facility operations and servicing assets		79,747		0		1,849		759,055
Inventories		159		0		224		227,050
Advances for finance lease and operating lease		0		0		3,017		130,303
Equity method investments		61,415		11,907		271,682		1,313,471
Advances for property under facility operations		0		0		0		57,611
Goodwill, intangible assets acquired in business combinations		176,785		364,773		7,313		1,126,404
Other assets		157,459		202,891		121,693		2,171,183

Segment Assets		1,694,484		662,139		1,709,233		16,022,129

- 20 -

Table of Contents


	Millions of yen
	As of March 31, 2025
	Corporate Financial Services and Maintenance Leasing		Real Estate		PE Investment and Concession		Environment and Energy		Insurance		Banking and Credit		Aircraft and Ships
Net investment in leases		569,380		45,810		1,640		2,092		0		0		0
Installment loans		424,370		30		124,411		3,609		12,805		2,511,736		36,119
Investment in operating leases		557,625		311,377		46,796		237		26,167		0		599,813
Investment in securities		29,690		6,209		6,117		32,032		2,234,453		305,441		9,387
Property under facility operations and servicing assets		43,857		175,153		53,832		487,241		0		0		28
Inventories		433		182,652		41,021		2,551		0		0		1,588
Advances for finance lease and operating lease		6,177		78,044		3		0		0		0		27,816
Equity method investments		16,375		177,956		148,274		170,946		35,865		43,934		402,567
Advances for property under facility operations		143		7,401		728		70,081		0		0		0
Goodwill, intangible assets acquired in business combinations		25,268		50,801		331,003		120,743		4,452		0		43,024
Other assets		211,247		122,860		269,119		126,643		695,492		283,460		111,631

Segment Assets		1,884,565		1,158,293		1,022,944		1,016,175		3,009,234		3,144,571		1,231,973


	Millions of yen
	As of March 31, 2025
	ORIX USA		ORIX Europe		Asia and Australia		Total
Net investment in leases		451		0		547,966		1,167,339
Installment loans		652,805		0		315,128		4,081,013
Investment in operating leases		21,260		0		394,764		1,958,039
Investment in securities		487,022		86,008		37,768		3,234,127
Property under facility operations and servicing assets		76,469		0		1,844		838,424
Inventories		137		0		615		228,997
Advances for finance lease and operating lease		0		0		4,833		116,873
Equity method investments		54,817		8,578		260,395		1,319,707
Advances for property under facility operations		0		0		51		78,404
Goodwill, intangible assets acquired in business combinations		171,884		354,801		6,986		1,108,962
Other assets		129,094		219,919		155,277		2,324,742

Segment Assets		1,593,939		669,306		1,725,627		16,456,627

- 21 -

Table of Contents

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


	Millions of yen
	Fiscal Year ended March 31, 2024			Fiscal Year ended March 31, 2025
Segment revenues:
Total revenues for segments		2,804,921			2,871,405
Revenues related to corporate assets		64,922			64,628
Revenues from inter-segment transactions		(55,482	)		(61,212	)

Total consolidated revenues		2,814,361			2,874,821

Segment profits:
Total profits for segments		561,521			544,668
Corporate profits (losses)		(84,644	)		(64,475	)
Net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests		(6,902	)		270

Total consolidated income before income taxes		469,975			480,463

(8) Per Share Data (Unaudited)


	Year ended March 31, 2024			Year ended March 31, 2025
				(millions of yen)
Net Income Attributable to ORIX Corporation Shareholders		346,132			351,630
Adjustment to Net Income		(7	)		(35	)

Net income used to calculate basic earnings per share		346,125			351,595

Adjustment to Net Income		7			35

Net income used to calculate diluted earnings per share		346,132			351,630


				(thousands of shares)
Weighted-average shares		1,159,367			1,142,503
Effect of Dilutive Securities - Stock compensation		1,943			2,275

Weighted-average shares for diluted EPS computation		1,161,310			1,144,778


				(yen)
Earnings per share for net income attributable to ORIX Corporation shareholders
Basic		298.55			307.74
Diluted		298.05			307.16

				(yen)
Shareholders’ equity per share		3,422.94			3,599.24

Note :

In the fiscal years ended March 31, 2024 and 2025, there was no stock compensation which was antidilutive.

- 22 -

Table of Contents

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

Significant Accounting Policies

(Adoption of New Accounting Standards)

In March 2023, Accounting Standards Update 2023-02 (“Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”) was issued as the amendments to ASC 323 (“Investments—Equity Method and Joint Ventures”). This update expands the investments eligible to elect to apply the proportional amortization method to tax equity investments in similar tax credit programs other than the low-income housing tax credit (LIHTC). Disclosures are required on an interim and annual basis for tax equity investments in tax credit programs for which the proportional amortization method (including investments within that elected program that do not meet the conditions to apply the proportional amortization method) is elected. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company and its subsidiaries adopted this update on April 1, 2024 on a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings as of the fiscal year of adoption. The effects of adopting this update on the Company and its subsidiaries’ financial position at the adoption date were a decrease of ¥157 million in other assets and a decrease of ¥157 million in retained earnings in the consolidated balance sheets. The adoption of this update did not have any material effect on the Company and its subsidiaries’ disclosures.

(10) Notes to Consolidated Financial Statements

(Subsequent Events)

There are no material subsequent events.

- 23 -

Table of Contents

LOGO

Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2025 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026

TOKYO, Japan - May 12, 2025 - ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution approving the details relating to the expected dividend for the fiscal year ended March 31, 2025. The final amount of the said dividend will be determined by the Board of Directors to be held on May 19, 2025. The annual dividend forecast for the fiscal year ending March 31, 2026 is also included in this announcement as below.

1. Dividend Detail for the Fiscal Year Ended March 31, 2025

Regarding the year-end dividend for the fiscal year ended March 31, 2025, we have decided a dividend per share of 57.84 yen based on the dividend policy announced on May 8, 2024. As a result of that, an annual dividend per share becomes 120.01 yen.


	Amount Decided	Previous Dividend Forecast	Dividend Paid for the Fiscal Year Ended March 31, 2024
Record Date	March 31, 2025	March 31, 2025	March 31, 2024
Dividend Per Share (Annual)	57.84 yen (120.01 yen)	— (98.60 yen) *	55.80 yen (98.60 yen)
Total Dividend Amount (Annual)	65,920 million yen (137,104 million yen)	—	64,405 million yen (114,096 million yen)
Effective Date	June 4, 2025	—	June 4, 2024
Source of Dividend	Retained earnings	—	Retained earnings

As announced in the release titled “Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2024 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025” dated May 8, 2024, the annual dividend for the fiscal year ending March 31, 2025 will be determined based on 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.

2. Basic Profit Distribution Policy

ORIX aims to increase shareholder value by utilizing profits earned from business activities to strengthen its business foundation and make investments for future growth. At the same time, ORIX strives to make stable and sustainable distribution of dividends at a level in line with its business performance. In addition, with regards to the decision of whether to buy back shares, ORIX aims to act with flexibility and swiftness while considering various factors such as the soundness of its financial condition and external factors such as the business environment, share price and its trend and target performance indicators.

Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2025 has been decided at 120.01 yen per share (interim dividend paid was 62.17 yen per share and year-end dividend has been decided at 57.84 yen per share). The payout ratio for the fiscal year ended March 31, 2025 was 39.0%.

Table of Contents

3. Annual Dividend Forecast for the Fiscal Year Ending March 31, 2026

The annual dividend for the fiscal year ending March 31, 2026 is forecasted as either a dividend payout ratio of 39% or an annual dividend per share of 120.01 yen, whichever is higher.

*	Either a dividend payout ratio of 39% or an annual dividend per share of 120.01 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 34,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2025)

Caution Concerning Forward Looking Statements:

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the 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.

Table of Contents

LOGO

Notice Regarding the Resolution on the Repurchase of Own Shares and the Change in Policy for Share Cancellation

TOKYO, Japan - May 12, 2025 - ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution to approve the matters required under Article 156, Paragraph 1 of the Companies Act for the repurchase of its own shares for the purpose of enhancing capital efficiency and shareholder returns, pursuant to Article 34 of its Articles of Incorporation based on Article 459, Paragraph 1 of the Companies Act, and to amend its policy for share cancellation.

1. Details Regarding the Repurchase of Own Shares

(1)

Class of shares to be repurchased: Common shares

(2)

Total number of shares: Up to 40,000,000 shares

(approx.3.5% of the total outstanding shares (excluding treasury shares))

(3)

Total purchase price of shares to be repurchased: Up to 100 billion yen

(4)

Repurchase Period: From May 19, 2025 to March 31, 2026

(5)

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

2. Change in Policy for Share Cancellation

At the Board of Directors meeting held on October 28, 2019, ORIX resolved to adopt a policy to limit the total number of treasury shares held to a maximum of 5% of the total number of issued shares, and to cancel, in principle, any shares exceeding that limit.

At today’s Board of Directors meeting, ORIX resolved to amend this policy, with the aim of optimizing the number of treasury shares held, by changing the maximum limit to 2% of the total number of issued shares.

Following the completion of the share repurchase described above, the number of shares to be cancelled in accordance with this revised policy will be announced separately.

(Reference)

Status of Treasury Shares as of March 31, 2025

Total outstanding shares (excluding treasury shares): 1,136,289,549 shares

Treasury shares: 23,259,695 shares*

*	The Company’s shares held through the Board Incentive Plan Trust (3,413,000 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:

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

(As of March 31, 2025)

Caution Concerning Forward Looking Statements:

Table of Contents

LOGO

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

TOKYO, Japan - May 12, 2025 - ORIX Corporation (“ORIX”) announced today that the Nominating Committee has decided the candidates for Member of the Board of Directors. The nominations are scheduled to be finalized at the 62nd Annual General Meeting of Shareholders of the Company on June 25, 2025.

The Company announced that it decided the composition of the Nominating, Audit and Compensation Committees in the Board of Directors meeting held today. All members of the Nominating, Audit and Compensation Committees are composed of outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 62nd Annual General Meeting of Shareholders of the Company on June 25, 2025.

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

Makoto Inoue

Hidetake Takahashi

Satoru Matsuzaki

Stan Koyanagi

Yasuaki Mikami

Hiroshi Watanabe (Outside Director)

Aiko Sekine (Outside Director)

Chikatomo Hodo (Outside Director)

Noriyuki Yanagawa (Outside Director)

Mami Yunoki (Outside Director, newly nominated)

Miwa Seki (Outside Director, newly nominated)

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

Mami Yunoki (Born May 27, 1963)


May.1985		Joined Aoyama Audit Corporation
Mar.1988		Certified as Public Accountant, Japan
Sep.2006		Joined PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC)
Jul.2008		Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC)
Jul.2016		Member of the firm management committee and executive officer in charge of the manufacturing, distribution, and services divisions of PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC) Member of the Examination Board on Strengthening of Financial Functions, Financial Services Agency (current position)
Sep.2019		Partner of the manufacturing, distribution, and services divisions of PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC) (retired in June 2023)
Sep.2020		Part-time lecturer at the Graduate School of Hitotsubashi University (present position)
Jul.2023		Representative, Mami Yunoki Certified Public Accountant Office (present position)
Mar.2024		Outside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd. (present position)
Jun.2024		Member of the Board of Directors (Outside Director), Daiwa Securities Group Inc. (present position)

Table of Contents

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

Ms. Mami Yunoki is a candidate for new Member of the Board of Directors (Outside Director). She served as a partner at PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) and an executive officer in charge of the manufacturing, distribution, and services divisions at PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC). She has extensive knowledge as a professional in financial accounting and auditing.

The Nominating Committee has appointed her as a candidate for new Member of the Board of Directors (Outside Director) because it has determined she can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.

Miwa Seki (Born February 25, 1965)


Apr.1988		Joined DENTSU INC. (retired in March 1989)
Apr.1989		Joined Smith Barney (retired in July 1991)
Sep.1993		Joined Morgan Stanley (retired in January 1997)
Feb.1997		Joined Clay Finlay Limited
Jan.2003		General Manager, Tokyo Branch, Clay Finlay Limited (retired in August 2007)
Jun.2020		Member of the Board of Directors (Outside Director), Daiwa House Industry Co., Ltd. (present position)
May.2021		General Partner, MPower Partners Fund L.P. (present position)
Mar.2022		Member of the Board of Directors (Outside Director), Sosei Group Corporation (currently Nxera Pharma Co., Ltd.) (present position)

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

Ms. Miwa Seki is a candidate for new Member of the Board of Directors (Outside Director). She served as a head of Japan at a foreign-capital financial institution and is currently a general partner of an ESG-focused investment fund. She has wide-ranging experience and knowledge in finance, business investment and ESG-related matters.

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

Hiroshi Watanabe (Born June 26, 1949)


Apr.1972		Joined the Ministry of Finance
Jan.2003		Director-General, International Bureau, Ministry of Finance
Jul.2004		Vice Minister of Finance for International Affairs, Ministry of Finance (retired in July 2007)
Oct.2007		Special Advisor, Japan Center for International Finance (retired in September 2008)
Apr.2008		Professor, Graduate School of Commerce and Management at Hitotsubashi University (currently Graduate School of Business Administration at Hitotsubashi University) (retired in September 2008)
Oct.2008		Deputy Governor, Japan Finance Corporation (retired in March 2012)
Apr.2012		Deputy Governor, Japan Bank for International Cooperation
Dec.2013		Governor, Japan Bank for International Cooperation (retired in June 2016)
Oct.2016		President, Institute for International Monetary Affairs (scheduled to retire in June 2025)
Jun.2020		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Table of Contents

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

Mr. Hiroshi Watanabe is a candidate for Member of the Board of Directors (Outside Director). He served successively as in key positions at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, wide-ranging experience and knowledge of corporate management.

Currently as a Chairperson of the Compensation Committee, he has actively expressed his opinions and made proposals, while leading discussions and deliberations between the Member of the Board of Directors and Executive 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.

Aiko Sekine (Born May 13, 1958)


Apr.1981		Joined Citibank, N.A., Tokyo Branch (retired in January 1984)
Oct.1985		Joined Aoyama Audit Corporation
Mar.1989		Certified as Public Accountant, Japan
Jul.2001		Partner of Chuo Aoyama Audit Corporation (retired in August 2006)
Sep.2006		Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) (retired in July 2016)
Jul.2007		Executive Board Member of Japanese Institute of Certified Public Accountants
Jan.2008		Board Member of International Ethics Standards Board for Accountants, International Federation of Accountants (retired in December 2010)
Jul.2010		Deputy President of Japanese Institute of Certified Public Accountants
Jul.2016		Chairman and President of Japanese Institute of Certified Public Accountants (retired in July 2019)
Jan.2019		Member of the Nominating Committee, International Federation of Accountants (retired in December 2022)
Jul.2019		Advisor of Japanese Institute of Certified Public Accountants (present position)
Jun.2020		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
		Outside Audit & Supervisory Board Member, IHI Corporation (present position)
Sep.2020		Professor, Faculty of Commerce, Waseda University (present position)
Oct.2020		Trustee, International Valuation Standards Council (present position)
Jun.2024		Member of the Board of Directors (Outside Director), NIPPON STEEL CORPORATION (present position)

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

Ms. Aiko Sekine is a candidate for Member of the Board of Directors (Outside Director). She served on government and institutional finance and accounting councils both in Japan and overseas, and served as a Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC) and Chairman and President of Japanese Institute of Certified Public Accountants. She has extensive knowledge as a professional accountant.

Currently as a Chairperson of the Audit Committee, she has received periodic reports from the 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.

Table of Contents

Chikatomo Hodo (Born July 31, 1960)


Sep.1982		Joined Arthur Andersen & Co. (currently Accenture Japan Ltd.)
Sep.2005		Representative Director, Accenture Japan Ltd.
Apr.2006		Representative Director and President, Accenture Japan Ltd.
Sep.2015		Director and Chairman, Accenture Japan Ltd. (retired in August 2017)
Sep.2017		Director and Senior Corporate Advisor, Accenture Japan Ltd. (retired as a Director in June 2018)
Jun.2018		Member of the Board of Directors (Outside Director), KONICA MINOLTA, Inc. (scheduled to retire in June 2025)
Jul.2018		Senior Corporate Advisor, Accenture Japan Ltd. (retired in August 2021)
Jun.2019		Member of the Board of Directors (Outside Director), Mitsubishi Chemical Holdings Corporation (currently Mitsubishi Chemical Group Corporation) (present position)
Jun.2021		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
Jun.2023		Member of the Board of Directors (Outside Director), Sumitomo Mitsui Banking Corporation (present position)

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

Mr. Chikatomo Hodo is a candidate for Member of the Board of Directors (Outside Director). He served as a Representative Director and President of Accenture Japan Ltd. He has wide-ranging experience and knowledge as a corporate management and digital business.

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

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.

Table of Contents

Nominating Committee

3 Members (Outside Directors: 3)

Chairperson: Hiroshi Watanabe

Members: Chikatomo Hodo and Noriyuki Yanagawa

Audit Committee

3 Members (Outside Directors: 3)

Chairperson: Aiko Sekine

Members: Mami Yunoki and Miwa Seki

Compensation Committee

3 Members (Outside Directors: 3)

Chairperson: Chikatomo Hodo

Members: Hiroshi Watanabe and Miwa Seki

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX Group:

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

(As of March 31, 2025)

Caution Concerning Forward Looking Statements:

Table of Contents

LOGO

Announcement Regarding Management Changes

Tokyo, Japan - May 12, 2025 - ORIX Corporation (“ORIX”) announced today that it decided the management changes. The management changes are scheduled to be finalized at the 62nd Annual General Meeting of Shareholders and the Board of Directors meeting on June 25, 2025.

∎	Management Changes (Effective as of June 25, 2025)


New Position	Present Position	Name
Member of the Board of Directors (Outside Director)	(Newly nominated)	Mami Yunoki

Member of the Board of Directors (Outside Director)	(Newly nominated)	Miwa Seki

Retire	Member of the Board of Directors (Outside Director)	Michael Cusumano

Retire	Member of the Board of Directors (Outside Director)	Sakie Akiyama

Retire	Executive Officer Responsible for Special Assignments	Satoshi Matsui

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX Group:

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

(As of March 31, 2025)

Caution Concerning Forward Looking Statements: