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6-K

Orix Corp (IX)

6-K 2024-05-08 For: 2024-05-08
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Added on April 11, 2026
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-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 TradeCenter 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

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Material Contained in this Report

1. ORIX’s Consolidated Financial Results for the fiscal year ended March 31, 2024 (April 1, 2023 –March 31, 2024) filed with the Tokyo Stock Exchange on Wednesday, May 8, 2024.
2. “Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2024 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025”
3. “Notice Regarding Repurchase of Own Shares”
4. “Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation”
5. “Announcement Regarding Management Changes”
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SIGNATURES

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

ORIX Corporation
Date: May 8, 2024 By /s/ Yasuaki Mikami
Yasuaki Mikami
Member of the Board of Directors<br><br><br>Senior Managing Executive Officer<br><br><br>Responsible for Corporate Function Unit<br><br><br>Responsible for Work Style Reform Project<br><br><br>ORIX Corporation
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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 compliedwith generally accepted accounting principles in the United States of America.

This document may contain forward-lookingstatements 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 todiffer 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 onForm 20-F filed with the U.S. Securities and Exchange Commission.

The Company believesthat 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. Inaddition, 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 anybenefits 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 tosuch 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, 2-4-1Hamamatsu-cho, Minato-Ku, Tokyo, 105-5135

JAPAN

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

E-mail: orix_corpcomm@orix.jp

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Consolidated Financial Results from April 1, 2023 toMarch 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<br>Revenues Year-on-Year<br>Change Operating<br>Income Year-on-Year<br>Change Income before<br>Income Taxes Year-on-Year<br>Change Net Income<br>Attributable to<br>ORIX Corporation<br>Shareholders Year-on-Year<br>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<br>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<br>retrospective approach.
*Note 2: The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line<br>items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.
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Basic<br>Earnings Per Share Diluted<br>Earnings Per Share Return on<br>Equity Return on<br>Assets*4 Operating<br>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<br>dividend amounts which are in single yen.
*Note 4: “Return on Assets” is calculated based on “Income before Income Taxes.”<br>
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(2) Performance Highlights - Financial Position (Unaudited)

Total<br>Assets Total<br>Equity Shareholders’<br>Equity Shareholders’<br>Equity Ratio Shareholders’<br>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’<br>Equity.”
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“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<br>from Operating Activities Cash Flows<br>from Investing Activities Cash Flows<br>from Financing Activities Cash, Cash Equivalentsand Restricted Cash<br>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<br>Quarter-end Second<br>Quarter-end Third<br>Quarter-end Year-end Total Total<br>Dividends Paid Dividend Payout<br>Ratio<br>(Consolidated base) Dividends on Equity<br>(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<br>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<br>98.60 yen per share. In the above table, the minimum dividend has been stated.
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3. Forecast for the Year Ending March 31, 2025(Unaudited)

Net Income<br>Attributable to<br>ORIX Corporation Shareholders Year-on-Year<br>Change
March 31, 2025 390,000 12.7 %
*Note7: Although forward-looking statements in this document are based on information currently available to ORIX<br>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.<br>
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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,

  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.

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1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Resultsfor the Fiscal Year Ended March 31, 2024

Fiscal Yearended<br>March 31, 2023 Fiscal Yearended<br>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 %
<br>       (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<br>Corporation Shareholders’ Equity.
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*Note 2: ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.
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*Note 3: Accounting Standards Update 2018-12 (“Targeted Improvements to<br>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<br>retrospective approach.
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*Note 4: The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line<br>items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.
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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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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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 75,025 81,195 6,170 8
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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.

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

Year ended<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 51,578 65,835 14,257 28
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 2,837 43,378 40,541
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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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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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 32,960 29,898 (3,062 ) (9 )
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 62,990 70,034 7,044 11
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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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Banking and Credit : Banking; consumer finance

Year ended<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 37,610 96,744 59,134 157
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 18,583 26,773 8,190 44
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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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ORIX USA : Finance, investment, and asset management in the Americas

Year ended<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 49,021 17,337 (31,684 ) (65 )
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 40,675 28,619 (12,056 ) (30 )
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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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Asia and Australia : Finance and investment businesses in Asia and Australia

Year ended<br>March 31, 2023<br>(millions of yen) Year ended<br>March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
Segment Profits 34,952 34,339 (613 ) (2 )
As of March 31, 2023<br>(millions of yen) As of March 31, 2024<br>(millions of yen) Change
Amount<br>(millions of yen) Percent<br>(%)
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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(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

As of March 31,<br>2023 As of March 31,<br>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.
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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<br>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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(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2024 and the FiscalYear 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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3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets As of March 31,<br>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<br>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<br>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<br>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<br>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

All values are in Japanese Yen.

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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<br>this change.
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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Year ended<br>March 31, 2023 Year ended<br>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<br>retrospective approach.
--- ---
Note 2: The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented<br>in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.
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(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(millions of yen)
Year Ended<br>March 31, 2023 Year Ended<br>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 NoncontrollingInterests (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<br>a modified retrospective approach.
--- ---
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(4) Condensed Consolidated Statements of Changes in Equity (Unaudited)

(millions of yen)
ORIX Corporation Shareholders’ Equity
Common<br>Stock Additional<br>Paid-in<br>Capital Retained<br>Earnings Accumulated Other<br>Comprehensive<br>Income (Loss) Treasury<br>Stock Total ORIX<br>Corporation<br>Shareholders’<br>Equity Noncontrolling<br>Interests Total<br>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<br>a modified retrospective approach.
--- ---
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(5) Condensed Consolidated Statements of Cash Flows (Unaudited)

(millions of yen)
Year ended<br>March 31,2023 Year ended<br>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<br>available-for-sale debt securities (515,865 ) (570,241 )
Proceeds from sales of<br>available-for-sale debt securities 323,773 197,640
Proceeds from redemption of<br>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<br>approach.
--- ---
Note 2: The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented<br>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<br>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<br>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<br>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<br>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”.<br>
Equity securities accounted for by the equity method included in “Investments in Securities” has<br>been reclassified into “Equity method investments”.
--- ---
Loans to affiliates and allowance for credit losses on loans to affiliates, which were included in<br>“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<br>“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<br>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.<br>
Gains on fund investment accounted for by the equity method included in “Gains on investment securities<br>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”<br>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<br>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”.<br>
--- ---

(Consolidated Statements of Cash Flows)

“Equity in net income of affiliates (excluding interest on loans)” has been changed to “Equity<br>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<br>“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<br>(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<br>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<br>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,<br>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<br>loans” in cash flows from investing activities.
--- ---
“Investment in affiliates, net” has been changed to “Investments in equity method investees,<br>net” in cash flows from investing activities.
--- ---
“Proceeds from sales of investment in affiliates” has been changed to “Proceeds from sales of<br>equity method investments” in cash flows from investing activities.
--- ---
Loans made to affiliates previously included in “Investment in affiliates, net” has been<br>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”<br>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<br>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<br>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<br>“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<br>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) SegmentInformation (Unaudited)

Segment Information by Sector

(millions of yen)
Year ended<br>March 31, 2023 Year ended<br>March 31, 2024 March 31,2023 March 31,2024
Segment<br>Revenues Segment<br>Profits Segment<br>Revenues Segment<br>Profits Segment<br>Assets Segment<br>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<br>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<br>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<br>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<br>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<br>are included in difference between segment total and consolidated amounts.
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(8) Per Share Data (Unaudited)

Year ended<br>March 31, 2023 Year ended<br>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<br>a modified retrospective approach.
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(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements

Significant Accounting Policies

(Adoption of NewAccounting 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 theFiscal 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 Detailfor 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<br>Fiscal Year<br>Ended<br>March 31, 2023
Record Date March 31, 2024 March 31, 2024 March 31, 2023
Dividend Per Share<br><br><br>(Annual) 55.80 yen<br><br><br>(98.60 yen) 51.20 yen<br><br><br>(94.00 yen) * 42.80 yen<br><br><br>(85.60 yen)
Total Dividend Amount<br><br><br>(Annual) 64,405 million yen<br><br><br>(114,096 million yen) 50,209 million yen<br><br><br>(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<br>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.
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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%.

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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<br>the above, the minimum dividend has been stated.
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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 ForwardLooking 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 RegardingRepurchase 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
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(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
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(5) Method of share repurchase: Market purchases based on the discretionary dealing contract regarding<br>repurchase of own shares
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(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<br>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 ThreeCommittees 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 61^st^ 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 61^st^ 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<br> <br>Satoru Matsuzaki<br><br><br>Stan Koyanagi<br> <br>Yasuaki Mikami<br><br><br>Hidetake Takahashi (newly nominated) Michael Cusumano (Outside Director)<br> <br>Sakie<br>Akiyama (Outside Director)<br> <br>Hiroshi Watanabe (Outside Director)<br><br><br>Aiko Sekine (Outside Director)<br> <br>Chikatomo Hodo (Outside<br>Director)<br> <br>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,<br><br><br>General Manager of Business Development Department
Mar.2017 Deputy Head of Energy and Eco Services Headquarters,<br><br><br>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<br><br><br>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)<br><br><br>Group Strategy Business Unit<br><br><br>Responsible for Global Investment Strategy (present position)
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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<br>position)
Jul.2007 Professor, Faculty of Engineering Systems, School of Engineering at Massachusetts Institute of Technology (retired in March<br>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<br>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<br> <br>Representative<br>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 (OutsideDirector)

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)

CautionConcerning 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 RegardingManagement 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 61^st^ 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
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Member of the Board of Directors<br> <br>Senior<br>Managing Executive Officer<br> <br>Head of Energy and Eco Services Headquarters<br><br><br>Group Strategy Business Unit<br> <br>Responsible for Global Investment<br>Strategy Senior Managing Executive Officer<br> <br>Head of<br>Energy and Eco Services Headquarters<br> <br>Group Strategy Business Unit<br><br><br>Responsible for Global Investment Strategy Hidetake Takahashi
Group Senior Managing Executive<br> <br>President and<br>Chief Executive Officer, ORIX Corporation USA Senior Managing Executive Officer<br> <br>President and<br>Chief Executive Officer, ORIX Corporation USA Yoshiteru Suzuki
Group Executive<br> <br>President, ORIX Baseball Club<br>Co., Ltd.<br> <br>President, Osaka City Dome Co., Ltd. Executive Officer<br> <br>Group Strategy Business<br>Unit<br> <br>President, ORIX Baseball Club Co., Ltd.<br> <br>President, Osaka<br>City Dome Co., Ltd. Michio Minato
Group Executive<br> <br>Chief Executive Officer,<br><br><br>ORIX Corporation Europe N.V.<br> <br>Chief Executive Officer,<br><br><br>ORIX Corporation UK Limited Executive Officer<br> <br>Responsible for ORIX<br>Corporation Europe and Robeco Group<br> <br>Chief Executive Officer,<br><br><br>ORIX Corporation Europe N.V.<br> <br>Chief Executive Officer,<br><br><br>ORIX Corporation UK Limited Kiyoshi Habiro
Retire* Member of the Board of Directors<br> <br>Senior<br>Managing Executive Officer<br> <br>Responsible for Investment and Operation Headquarters Shuji Irie
* Mr. Irie will be appointed Advisor of ORIX on June 25, 2024.
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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.