SEC Form 424B5 filed by Orix Corp

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273159

 

The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2024

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated July 7, 2023)

 

ORIX CORPORATION

US$

Senior Notes

 

 

We expect to issue one or more series of U.S. dollar-denominated senior fixed rate notes, or collectively, the notes, in aggregate principal amounts and with maturity dates to be determined.

The notes will bear interest commencing September  , 2024 at a per annum rate of     %, payable in arrears on March     and September     of each year, with the first interest payment to be made on March , 2025. The notes will not be redeemable prior to maturity, except as set forth under “Description of Notes—Optional Tax Redemption” in this prospectus supplement, and will not be subject to any sinking fund.

The notes will be issued only in registered form in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The notes are not and will not be listed on any securities exchange.

Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” section beginning on page S-9 of this prospectus supplement before making any decision to invest in the notes.

 

 

 

		Per Note				Total
Public offering price(1)				%		$
Underwriting discount				%		$
Proceeds, before expenses, to ORIX(1)				%		$

 

(1)	Plus accrued interest from September , 2024, if settlement occurs after that date.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form through the book-entry delivery system of The Depository Trust Company, or DTC, for the accounts of its participants, including Clearstream Banking S.A., or Clearstream, and Euroclear Bank SA / NV, or Euroclear, on or about September , 2024.

Joint Book-Running Managers

 

BofA Securities		Citigroup		J.P. Morgan		Morgan Stanley

 

 

The date of this prospectus supplement is September , 2024.

TABLE OF CONTENTS

 

 

Prospectus Supplement

 

		Page
About This Prospectus Supplement			S-iii
Cautionary Note Regarding Forward-Looking Statements			S-v
Prospectus Supplement Summary			S-1
Risk Factors			S-9
Selected Financial Data			S-11
Capitalization and Indebtedness			S-15
Use of Proceeds			S-16
Description of Notes			S-17
Tax Considerations			S-23
Underwriting			S-29
Legal Matters			S-34
Incorporation By Reference			S-35
Annex			A-1

Prospectus

 

		Page
About This Prospectus			1
Cautionary Note Regarding Forward-Looking Statements			3
ORIX Corporation			3
Offering Information			4
Capitalization and Indebtedness			5
Use of Proceeds			6
Description of Senior Debt Securities			7
Clearance and Settlement			15
Taxation			18
Certain Benefit Plan Investor Considerations			18
Plan of Distribution			20
Experts			22
Legal Matters			22
Enforcement of Civil Liabilities			22
Where You Can Find More Information			23

 

S-ii

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and also adds to, updates and changes information contained in the base prospectus filed with the SEC dated July 7, 2023, and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned base prospectus, to which we refer as the “accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities and gives more general information, some of which may not apply to the notes. If the description of the notes in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

We have not authorized any other person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. We are not making, nor are the underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

Unless the context otherwise requires, references in this prospectus supplement to “ORIX” refer to ORIX Corporation, and to “we,” “us,” “our,” “ORIX Group” and similar terms refer to ORIX Corporation and its subsidiaries, taken as a whole. We use the word “you” to refer to prospective investors in the notes.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our condensed interim consolidated financial statements, which is comprised of our condensed interim consolidated balance sheet, our condensed interim consolidated statements of income and comprehensive income and notes to our condensed interim consolidated financial statements, have been prepared in accordance with Article 5, Paragraph 4 of the Standards for the Preparation of Quarterly Financial Statements of the Tokyo Stock Exchange Inc., or the Standards, and U.S. GAAP, applying the provisions for reduced disclosures as set forth in Article 5, Paragraph 5 of the Standards. Accordingly, our condensed interim consolidated financial statements are not a complete set of condensed financial statements in accordance with U.S. GAAP. Unless otherwise stated or the context otherwise requires, all amounts in such financial statements are expressed in Japanese yen.

In this prospectus supplement, when we refer to “dollars,” “US$” and “$,” we mean U.S. dollars, and, when we refer to “yen” and “¥,” we mean Japanese yen. This prospectus supplement contains a translation of certain Japanese yen amounts into U.S. dollars solely for your convenience.

Certain monetary amounts, ratios and percentage data included in this prospectus supplement have been subject to rounding adjustments for the convenience of the reader. Accordingly, figures shown as totals in certain tables may not be equal to the arithmetic sums of the figures which precede them.

Representation of Gross Recipient Status upon Initial Distribution

By subscribing for the notes, an investor will be deemed to have represented that it is a “Gross Recipient.” A “Gross Recipient” for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, or the “Act on Special Measures Concerning Taxation”), (ii) a Japanese financial

 

S-iii

institution, designated in Article 3-2-2, paragraph (29) of the Cabinet Order relating to the Act on Special Measures Concerning Taxation (Cabinet Order No. 43 of 1957, as amended, or the “Cabinet Order”), that will hold notes for its own proprietary account, or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the notes will be made through a payment handling agent in Japan as defined in Article 2-2, paragraph (2) of the Cabinet Order. As part of the initial distribution by the underwriters at any time, the notes are not to be directly or indirectly offered or sold to, or for the benefit of, any person other than a Gross Recipient or to others for re-offering or re-sale, directly or indirectly, to, or for the benefit of, any person other than a Gross Recipient.

Prohibition of Sales to EEA Retail Investors

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and, therefore, offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to U.K. Retail Investors

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “U.K.”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “U.K. Prospectus Regulation”). Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “U.K. PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation.

Singapore Securities and Futures Act Product Classification

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore (the “SFA”) – In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), we have determined, and hereby notify all relevant persons (as defined in Section 309(A)(1) of the SFA), that the notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

 

S-iv

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Words such as “believe,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate” and similar expressions, identify forward-looking statements. Forward-looking statements, which include statements contained in “Item 3. Key Information—Risk Factors,” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosure about Market Risk” of our annual report on Form 20-F for the fiscal year ended March 31, 2024 and statements contained in our report on Form 6-K furnished to the SEC on August 5, 2024, are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those set forth in such statements.

We have identified some of the risks inherent in forward-looking statements in “Item 3. Key Information—Risk Factors” of our most recent annual report on Form 20-F and in the “Risk Factors” section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement, and you should not consider the factors discussed here or in “Item 3. Key Information—Risk Factors” of our most recent annual report on Form 20-F to be a complete set of all potential risks or uncertainties.

The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

S-v

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

 

S-7

 

S-8

RISK FACTORS

Investing in the notes involves risks. You should consider carefully the risks relating to the notes described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the notes offered could decline, in which case you may lose all or part of your investment.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this prospectus supplement and in “Item 3. Key Information—Risk Factors” of our annual report on Form 20-F for the fiscal year ended March 31, 2024.

Risks relating to the offering

The notes are unsecured obligations of ORIX, structurally subordinated and do not entitle holders to receive specific security interests

The notes are unsecured obligations of ORIX and will be structurally subordinated to debt obligations of our subsidiaries, as well as other obligations of our subsidiaries, such as life insurance. A substantial portion of our outstanding long-term indebtedness consists of debt of our subsidiaries.

A portion of our debt is secured by our assets. See Note 14 to the consolidated financial statements in our report on Form 20-F submitted to the SEC on June 27, 2024. In addition, as is common with most Japanese corporations, our loan agreements relating to short-term and long-term debt with Japanese banks and some insurance companies provide that our assets are subject to pledges as collateral at any time if requested by the lenders. Lenders whose loans constitute a majority of our indebtedness have the right to request that we pledge assets to secure their loans. Although we have not received any requests of this kind from our lenders, there can be no assurance that our lenders will not request us to provide such collateral in the future. Most of these loan agreements, and some other loan agreements, contain rights of the lenders to offset cash deposits held by them against loans to us under specified circumstances.

Whether the provisions in our loan agreements and debt arrangements described above can be enforced will depend upon factual circumstances. However, if they are enforced, the claims of these lenders and banks would have priority over our assets and would rank senior to the claims of holders of the notes.

There is no prior market for the notes, and if a market develops, it may not be liquid

We do not intend to list the notes on any securities exchange or to seek their quotation on any automated dealer quotation system. We cannot assure you that any liquid market for the notes will ever develop or be maintained. The underwriters have advised us that they currently intend to make a market in the notes following the offering. However, the underwriters have no obligation to make a market in the notes, and they may stop at any time. Further, there can be no assurance as to the liquidity of any market that may develop for the notes or the prices at which you will be able to sell your notes, if at all. Future trading prices of the notes will depend on many factors, including:

 

•

prevailing interest rates;

 

•

our financial condition and results of operations;

 

•

the then-current ratings assigned to the notes;

 

 

S-9

•

the market for similar securities; and

 

•

declining general economic conditions.

Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

 

•

time remaining to the maturity of the notes;

 

•

outstanding amount of the notes; and

 

•

level, direction and volatility of market interest rates in general.

We are not restricted in our ability to dispose of our assets by the terms of the notes

The indenture governing the notes contains a negative pledge covenant that prohibits us from pledging assets to secure other bonds or similar debt instruments unless we make a similar pledge to secure the notes offered by this prospectus supplement and the accompanying prospectus. However, we are generally permitted to sell or otherwise dispose of substantially all of our assets to another corporation or other entity under the terms of the notes. If we decide to dispose of a large amount of our assets, you will not be entitled to declare an acceleration of the maturity of the notes, and those assets will no longer be available to support the notes.

The indenture and the notes do not contain any restrictions on our ability to pay dividends, incur indebtedness or issue or repurchase securities and provide holders with limited protection in the event of a change in control

The indenture and the notes do not contain any financial covenants or other restrictions on our ability to pay dividends on our shares of common stock, our ability to incur additional debt, including senior indebtedness (except as set forth in “Description of Notes—Negative Pledge”), or our ability to issue new securities or repurchase our outstanding securities. In addition, the indenture and the notes do not contain any covenants or other provisions to afford protection to holders of the notes in the event of a highly leveraged transaction or change in control of ORIX.

Changes in the ratings of the notes may have an adverse effect on the market price and liquidity of the notes

The notes have received credit ratings from certain credit rating agencies. Such ratings are not recommendations to buy, sell or hold the notes, are limited in scope, and do not address all material risks relating to an investment in the notes, but reflect only the view of each rating agency at the time the rating is issued. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if in each rating agency’s judgment, circumstances so warrant. A downgrade or potential downgrade in these ratings or the assignment of new ratings that are lower than existing ratings could reduce the population of potential investors in the notes and adversely affect the price and liquidity of the notes.

 

S-10

SELECTED FINANCIAL DATA

The tables below set forth selected consolidated financial data as of and for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024, which have been derived primarily from our audited consolidated financial statements as of and for such periods, and as of June 30, 2024 and for the three months ended June 30, 2023 and 2024, which have been derived primarily from our unaudited condensed interim consolidated financial statements as of and for such periods.

 

		For the fiscal year ended March 31,																				For the three months ended June 30,
		2020				2021				2022				2023				2024				2023				2024
		(In millions of yen)
Income statement data:(1)(2)
Total revenues		¥	2,283,000			¥	2,292,357			¥	2,508,043			¥	2,663,659			¥	2,814,361			¥	676,798			¥	708,139
Total expenses			2,010,648				2,033,884				2,215,160				2,327,736				2,453,648				593,794				621,873
Operating income			272,352				258,473				292,883				335,923				360,713				83,004				86,266
Equity in net income of equity method investments			65,173				822				24,565				22,081				36,774				5,433				7,756
Gains on sales of subsidiaries and equity method investments and liquidation losses, net			74,081				23,300				191,999				33,000				72,488				955				26,147
Bargain purchase gain			955				4,966				0				1,174				0				0				0
Income before income taxes			412,561				287,561				509,447				392,178				469,975				89,392				120,169
Net income			306,724				196,814				322,853				296,933				338,587				64,157				85,164
Net income (loss) attributable to the noncontrolling interests			3,640				4,453				5,477				6,561				(7,682	)			1,177				(1,652	)
Net income (loss) attributable to the redeemable noncontrolling interests			384				(23	)			0				32				137				14				81
Net income attributable to ORIX Corporation shareholders			302,700				192,384				317,376				290,340				346,132				62,966				86,735
Segment data:
Segment profit (loss)(3)(4)(5)(6)(7):
Corporate Financial Services and Maintenance Leasing			65,986				62,827				243,040				76,739				83,244				20,425				19,797
Real Estate			80,219				24,996				32,798				52,532				67,055				10,276				13,954
PE Investment and Concession			44,216				3,694				(11,339	)			3,159				43,967				5,772				32,027
Environment and Energy			12,232				28,042				2,632				37,173				38,072				4,982				(482	)
Insurance			44,722				55,110				58,403				63,344				70,826				19,423				21,944
Banking and Credit			39,056				48,059				41,914				38,127				97,353				8,356				6,398
Aircraft and Ships			52,940				10,680				3,317				30,486				44,366				7,617				11,764
ORIX USA			56,930				43,917				80,118				58,608				27,931				12,212				11,835
ORIX Europe			44,797				38,820				48,547				44,486				41,638				7,134				11,154
Asia and Australia			16,962				15,352				56,421				43,856				47,069				10,918				8,883

 

S-11

		As of March 31,																				As of June 30, 2024
		2020				2021				2022				2023				2024
		(In millions of yen except number of shares)
Balance sheet data:(1)(2)
Net investment in leases(8)			1,080,964				1,029,518				1,057,973				1,087,563				1,155,023				1,187,951
Installment loans(8)			3,779,697				3,705,660				3,899,503				3,905,026				3,958,814				3,893,468
Allowance for doubtful receivables on finance leases and probable loan losses(9)			(56,836	)			0				0				0				0				0
Allowance for credit losses(9)			0				(79,995	)			(71,415	)			(65,373	)			(58,110	)			(57,890	)
Investment in operating leases			1,400,001				1,408,189				1,463,202				1,537,178				1,868,574				2,032,699
Investment in securities			2,186,896				2,578,023				2,761,698				2,852,378				3,263,079				3,248,011
Property under facility operations			562,485				491,855				561,846				620,994				689,573				692,416
Others			4,114,321				4,429,832				4,607,877				5,351,619				5,445,147				5,505,708
Total assets		¥	13,067,528			¥	13,563,082			¥	14,280,684			¥	15,289,385			¥	16,322,100			¥	16,502,363
Short-term debt		¥	336,832			¥	307,269			¥	439,639			¥	508,796			¥	574,095			¥	642,066
Long-term debt			4,279,354				4,416,833				4,427,046				5,209,723				5,626,376				5,743,517
Deposits			2,231,703				2,317,785				2,276,158				2,246,345				2,245,835				2,192,251
Common stock			221,111				221,111				221,111				221,111				221,111				221,111
Additional paid-in capital			257,638				259,361				260,479				233,169				233,457				233,753
ORIX Corporation shareholders’ equity			2,993,608				3,028,456				3,304,196				3,543,607				3,941,466				4,073,643
Number of issued shares			1,324,629,128				1,285,724,480				1,258,277,087				1,234,849,342				1,214,961,054				1,214,961,054
Number of outstanding shares(10)			1,254,471,656				1,217,338,316				1,193,399,778				1,170,305,869				1,151,485,206				1,148,346,502
Segment data:
Segment assets(3)(4)(5)(6)(7):
Corporate Financial Services and Maintenance Leasing		¥	2,098,415			¥	1,940,998			¥	1,758,104			¥	1,763,967			¥	1,777,320			¥	1,778,938
Real Estate			1,123,511				1,003,339				1,017,307				1,049,180				1,110,087				1,098,352
PE Investment and Concession			454,084				587,988				545,224				869,866				1,066,647				967,177
Environment and Energy			589,731				586,835				813,099				889,529				976,434				1,015,383
Insurance			2,288,733				2,525,596				2,655,229				2,646,205				2,921,927				2,884,353
Banking and Credit			2,794,817				2,925,538				2,957,805				2,953,785				2,934,217				2,876,149
Aircraft and Ships			659,380				660,843				760,733				808,943				1,169,641				1,304,929
ORIX USA			1,486,235				1,357,887				1,541,539				1,624,884				1,694,484				1,767,645
ORIX Europe			486,367				558,495				609,735				612,884				662,139				702,894
Asia and Australia			1,077,392				1,159,760				1,399,688				1,484,569				1,709,233				1,802,887

 

 

S-12

		As of and for the fiscal year ended March 31,																				As of and for the three months ended June 30,
		2020				2021				2022				2023				2024				2023				2024
		(In yen and dollars, except ratios and number of employees)
Key ratios (%, except D/E ratio)(11)
Return on ORIX Corporation shareholders’ equity, or ROE			10.3				6.4				10.0				8.5				9.2				7.0				8.7
Return on assets, or ROA			2.40				1.44				2.28				1.96				2.19				1.63				2.11
ORIX Corporation shareholders’ equity ratio			22.9				22.3				23.1				23.2				24.1				23.4				24.7
Debt-to-equity ratio (excluding deposits), or D/E ratio (excluding deposits)(12)			1.5x				1.6x				1.5x				1.6x				1.6x				1.6x				1.6x
Allowance/net investment in leases and installment loans(9)			1.2				0				0				0				0				0				0
Allowance for credit losses/net investment in leases and installment loans(9)			0				1.7				1.4				1.3				1.1				1.3				1.1
Per share data and employees:
ORIX Corporation shareholders’ equity per share(13)		¥	2,386.35			¥	2,487.77			¥	2,768.72			¥	3,027.93			¥	3,422.94			¥	3,124.26			¥	3,547.40
Basic earnings per share for net income attributable to ORIX Corporation shareholders			237.38				155.54				263.72				245.98				298.55				53.87				75.40
Diluted earnings per share for net income attributable to ORIX Corporation shareholders			237.17				155.39				263.42				245.65				298.05				53.80				75.28
Dividends applicable to fiscal year per share			76.00				78.00				85.60				85.60				98.60				—				—
Dividends applicable to fiscal year per share(14)		$	0.71			$	0.73			$	0.70			$	0.62			$	0.66				—				—
Number of employees			31,233				33,153				32,235				34,737				33,807				35,859				34,051

 

(1)

Since April 1, 2023, Accounting Standards Update 2018-12 (“Targeted Improvements to the Accounting for Long-Duration Contracts”—ASC 944 (“Financial Services—Insurance”)) has been adopted, with the transition date of April 1, 2021, using the modified retrospective transition approach. The information for the fiscal years ended March 31, 2020 and 2021 have not been retrospectively restated.

(2)

Since the fourth quarter of the fiscal year ended March 31, 2024, the presentation of equity method investment has been changed. As a result, certain line items presented in our consolidated statements of income for the fiscal years prior to the fiscal year ended March 31, 2024 and for the three months ended June 30, 2023, and in our consolidated balance sheets for the fiscal years prior to the fiscal year ended March 31, 2024, have been retrospectively reclassified for this change.

(3)

Since April 1, 2020, the operating segments regularly reviewed by the chief operating decision maker to make decisions about resource allocations and assess performance have been changed, resulting in a reorganization of our reportable segments. As a result of this change, segment data for fiscal year ended March 31, 2020 have been retrospectively restated.

(4)

Since April 1, 2021, a portion of interest expenses, which were initially included in the difference between segment total profits and consolidated amounts, have been charged directly to its respective segments. In addition, a portion of selling, general and administrative expenses, which was initially recorded in each respective segment, has been included in the difference between segment total profits and consolidated amounts. Furthermore, a portion of the leasing business in the Environment and Energy segment was transferred to the Corporate Financial Services and Maintenance Leasing segment. As a result of these changes, segment data for fiscal years prior to April 1, 2021 has been retrospectively restated.

(5)

Since April 1, 2022, a portion of interest expenses and a portion of selling, general and administrative expenses, which were initially included in the difference between segment total profits and consolidated amounts, have been charged directly to their respective segments. As a result of these changes, segment data for fiscal years prior to April 1, 2022 have been retrospectively restated.

 

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(6)	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 fiscal years prior to April 1, 2023 have been retrospectively reclassified.

(7)

Since April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in reconciliation of segment profits to consolidated financial statement (corporate profits (losses)). In addition, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable. As a result of these changes, segment data as for the fiscal years prior to April 1, 2024, including the three months ended June 30, 2023, have been retrospectively reclassified.

(8)

The sum of assets considered 90 days or more past due and loans individually evaluated for impairment amounted to ¥111,430 million as of March 31, 2020. These sums included: (i) net investment in leases considered 90 days or more past due of ¥15,346 million as of March 31, 2020, (ii) installment loans (excluding loans individually evaluated for impairment) considered 90 days or more past due of ¥10,264 million as of March 31, 2020, and (iii) installment loans individually evaluated for impairment of ¥85,820 million as of March 31, 2020. The sum of net investment in leases and installment loans considered non-performing amounted to ¥107,771 million, ¥106,182 million, ¥98,851 million and ¥109,381 million as of March 31, 2021, 2022, 2023 and 2024, respectively. These sums included: (i) net investment in leases considered non-performing of ¥18,925 million, ¥19,224 million, ¥16,841 million and ¥20,805 million as of March 31, 2021, 2022, 2023 and 2024, respectively, (ii) non-performing installment loans not individually assessed for credit losses of ¥28,181 million, ¥34,479 million, ¥33,706 million and ¥34,154 million as of March 31, 2021, 2022, 2023 and 2024, respectively, and (iii) non-performing installment loans individually assessed for credit losses of ¥60,665 million, ¥52,479 million, ¥48,304 million and ¥54,422 million as of March 31, 2021, 2022, 2023 and 2024, respectively.

(9)

Accounting Standards Update 2016-13 (“Measurement of Credit Losses on Financial Instruments”—ASC 326 (“Financial Instruments—Credit Losses”)) has been adopted since April 1, 2020, and the amounts of allowance for doubtful receivables on finance leases and probable loan losses have been reclassified to allowance for credit losses.

(10)

ORIX’s shares held through the Board Incentive Plan Trust, which was established in July 2014 to provide shares at the time of retirement as compensation, are included in the number of treasury stock and excluded from the number of outstanding shares. The Board Incentive Plan Trust held 1,476,828 shares, 2,154,248 shares, 1,963,282 shares, 2,800,866 shares and 2,727,686 shares as of March 31, 2020, 2021, 2022, 2023 and 2024, respectively, and 2,727,686 shares as of June 30, 2024.

(11)

Return on ORIX Corporation shareholders’ equity is the ratio of net income attributable to ORIX Corporation shareholders for the period to average ORIX Corporation shareholders’ equity based on fiscal year beginning and ending balances for the period. Return on assets is the ratio of net income attributable to ORIX Corporation shareholders for the period to average total assets based on fiscal year beginning and ending balances for the period. ROE and ROA for the three months ended June 30, 2023 and 2024 are annualized figures. ORIX Corporation shareholders’ equity ratio is the ratio as of the period end of ORIX Corporation shareholders’ equity to total assets. Allowance/net investment in leases and installment loans is the ratio as of the period end of the allowance for doubtful receivables on finance Leases and probable loan losses to the sum of net investment in leases and installment loans. Allowance for credit losses/net investment in leases and installment loans is the ratio as of the period end of the allowance for credit losses on net investment in leases and installment loans to the sum of net investment in leases and installment loans.

(12)

Debt-to-equity ratio (excluding deposits) is measured as short-term debt plus long-term debt divided by ORIX Corporation shareholders’ equity. Our debt-to-equity ratio including deposits, which is measured as total interest-bearing debt (short-term debt plus long-term debt including deposits) divided by ORIX Corporation shareholders’ equity, was 2.3x, 2.3x, 2.2x, 2.2x and 2.1x for the fiscal years ended March 31, 2020, 2021, 2022, 2023 and 2024, respectively, and 2.2x and 2.1x for the three months ended June 30, 2023 and 2024, respectively.

(13)	ORIX Corporation shareholders’ equity per share is the amount derived by dividing ORIX Corporation shareholders’ equity by the number of outstanding shares.

(14)

The U.S. dollar amounts represent translations of the Japanese yen amounts using noon buying rates for Japanese yen per $1.00 in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York in effect on the respective dividend payment dates.

 

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness at June 30, 2024 on an actual basis and an adjusted basis to give effect to the issuance of the notes. You should read this table together with our unaudited condensed interim consolidated financial statements included elsewhere herein, including the notes thereto, and the other financial data appearing elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying prospectus.

 

		As of June 30, 2024
		Actual				As adjusted
		(In millions of yen)
Short-term debt:
Total short-term debt (excluding current portion of long-term debt)		¥	642,066			¥	642,066
Long-term debt:
Total long-term debt (including current portion of long-term debt)		¥	5,743,517			¥
Equity:
Common stock:
authorized – 2,590,000,000 shares
issued – 1,214,961,054 shares		¥	221,111			¥	221,111
Additional paid-in capital			233,753				233,753
Retained earnings			3,281,903				3,281,903
Accumulated other comprehensive income			477,528				477,528
Treasury stock, at cost – 63,886,866 shares as of June 30, 2024		¥	(140,652	)		¥	(140,652	)
ORIX Corporation shareholders’ equity			4,073,643				4,073,643
Noncontrolling interests		¥	82,651			¥	82,651
Total equity		¥	4,156,294			¥	4,156,294
Total capitalization and indebtedness		¥	10,541,877			¥

 

(1)	As of June 30, 2024, no material portion of our consolidated indebtedness was guaranteed. For the purpose of this note, guaranteed means guarantees provided by third parties.

(2)	We and certain subsidiaries guarantee loans made by banks and other financial institutions to third parties.

(3)

We and certain of our subsidiaries from time to time issue other senior and subordinated debt securities in a variety of currencies and issuance formats. For example, from after June 30, 2024, and to the date of this prospectus supplement, our subsidiaries have issued approximately ¥28 billion total aggregate amount of foreign currency-denominated unsecured debt securities outside Japan.

(4)	The Company’s shares held through the Board Incentive Plan Trust, or 2,727,686 shares as of June 30, 2024, are not included in the number of treasury stock.

(5)

The amount of the notes set forth in the “As adjusted” column is based on the estimated net proceeds after offering expenses of the notes hereby and has been translated into yen at a rate of ¥ per $1.00, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York in effect on    , 2024, the most recent date for which such exchange rate information was available.

(6)

On May 8, 2024, we announced that our board of directors resolved to repurchase shares of our common stock. The resolution authorized the repurchase of up to the lesser of (i) an aggregate of 40,000,000 shares (approximately 3.5% of the total outstanding shares, excluding treasury shares) and (ii) up to ¥50 billion between May 15, 2024 and March 31, 2025. As of July 31, 2024, pursuant to this resolution we repurchased an aggregate of 5,271,800 shares of our common stock for ¥18,448,621,700, of which 2,133,700 shares of our common stock were repurchased for ¥7,776,958,100 during July 2024, which is not reflected in the above table.

(7)	“Total capitalization and indebtedness” consists of our total short-term debt (excluding current portion of long-term debt), total long-term debt (including current portion of long-term debt) and total equity.

 

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USE OF PROCEEDS

We estimate that the net proceeds (after deducting underwriting discounts and commissions and estimated offering expenses) from the sale of the notes will be approximately $    . We intend to use the net proceeds of this offering for general corporate purposes.

 

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DESCRIPTION OF NOTES

The following description of the particular terms of the notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of the notes set forth in the accompanying prospectus under the heading “Description of Senior Debt Securities.” We urge you to read the information contained in this prospectus supplement and in the accompanying prospectus before deciding whether to invest in the notes. Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the indenture referred to therein.

General

We will offer each series of notes under an indenture between us and The Bank of New York Mellon, as trustee, dated as of July 18, 2017. The indenture is qualified under the Trust Indenture Act of 1939, as amended. The indenture is more fully described in the accompanying prospectus.

Each series of notes will be issued only in fully registered form without coupons in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The notes will be our direct, unsecured and unsubordinated general obligations and will have the same rank in liquidation as all of our other unsecured and unsubordinated debt. The notes will not be redeemable prior to maturity, except as set forth below under “—Optional Tax Redemption,” and will not be subject to any sinking fund.

The notes will be and the indenture is governed by and construed in accordance with the laws of the State of New York.

The indenture and the notes do not contain any financial covenants or restrictions on the payment of dividends, the incurrence of indebtedness, including other senior indebtedness (other than as set forth below under “—Negative Pledge”), or the issuance or repurchase of our securities. The indenture and the notes do not contain any covenants or other provisions to afford protection to holders of the notes in the event of a highly leveraged transaction or a change in control of us.

The trustee is located at 240 Greenwich Street, New York, NY 10286, United States of America.

Principal, Maturity and Interest

We expect to issue one or more series of senior fixed rate notes in the initial aggregate principal amount(s) and with the maturity date(s) set forth on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering.” We will issue the notes in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. Each series of notes will be represented by one or more registered notes in global form without coupons and in certain circumstances may be represented by notes in definitive form.

Interest on the notes of each series will accrue at the rate per annum, and from the date set forth on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering.” We will pay interest on the notes of each series semiannually in arrears on the dates set forth on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering” to the persons in whose names the relevant series of notes are registered as of the close of business on the fifteenth day before the due date for payment (whether or not a business day). Interest on the notes will accrue from the date set forth on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering,” or, if interest has already been paid, from the date it was most recently paid. We will compute interest on the basis of a 360-day year consisting of twelve 30-day months.

 

 

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If any payment is due on the notes on a day that is not a business day, we will make the payment on the day that is the next business day. Payments postponed to the next business day in this situation will be treated under the indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the notes or the indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a business day.

Business day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking or trust institutions in New York City or in Tokyo are authorized generally or obligated by law, regulation or executive order to be closed.

Additional Amounts

We will make payments of principal and interest on the notes without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of Japan or any political subdivision or any authority thereof or therein having power to tax, unless otherwise required by law. If we are required by Japanese law to make any such withholding or deduction, we will pay such additional amounts as will result in the receipt by the holder of such amount as would have been received by it had no such deduction or withholding been required. However, no additional amounts will be payable with respect to any note under any of the following circumstances:

 

•

the holder or beneficial owner of the note is an individual non-resident of Japan or non-Japanese corporation and is liable for such Japanese taxes in respect of such note by reason of its (i) having some connection with Japan other than the mere holding of the note or (ii) being a person having a special relationship with ORIX for Japanese tax purposes as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation;

 

•

the holder or beneficial owner of the note is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation (except for (i) a Japanese bank, Japanese insurance company, Japanese securities company or other Japanese financial institution falling under certain categories prescribed by the Cabinet Order or a Japanese financial institution designated in Article 3-2-2, Paragraph (29) of the Cabinet Order, that complies with the requirement under Article 6, paragraph (11) of the Act on Special Measures Concerning Taxation, among others, (x) to provide certain information prescribed by the Act on Special Measures Concerning Taxation and the relevant cabinet order and regulations thereunder to enable a Participant (as defined below) to establish that such holder or beneficial owner is exempt from the requirement for Japanese tax to be withheld or deducted or the interest recipient information designated in Article 6, paragraph (10) of the Act on Special Measures Concerning Taxation (the “Interest Recipient Information”), or (y) to submit a Written Application for Tax Exemption (as defined below) and (ii) an individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by us by reason of receipt by such individual resident of Japan or Japanese corporation of interest on the notes through a payment handling agent in Japan appointed by ORIX);

 

•

the tax, duty, assessment or other governmental charge is imposed or withheld because the holder or beneficial owner failed, upon our reasonable request, to make a declaration or satisfy any information requirements that the statutes, treaties, regulations or administrative practices of Japan require as a precondition to exemption from all or part of such tax or governmental charge;

 

•

the holder or beneficial owner of the note would otherwise be exempt from any such withholding or deduction but for failure to comply with any applicable requirement to provide Interest Recipient Information or to submit a Written Application for Tax Exemption to the relevant paying agent, or whose Interest Recipient Information is not duly communicated through the relevant Participant and the relevant international clearing organization to such paying agent;

 

 

S-18

•

the note is presented for payment (where presentation is required) more than 30 days after the day on which such payment on the note became due or after the full payment was provided for, whichever occurs later, except to the extent the holder thereof would have been entitled to additional amounts on presenting the same for payment on the last day of such period of 30 days;

 

•

the withholding or deduction is imposed on a holder or beneficial owner who could have avoided such withholding or deduction by presenting its note (where presentation is required) to another paying agent maintained by us;

 

•

the holder is a fiduciary or partnership or is not the sole beneficial owner of the payment of the principal of, or any interest on, any note, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case, who would not have been entitled to such additional amounts had it been the holder of such note; or

 

•

any combination of the above.

No additional amounts will be payable for or on account of any deduction or withholding imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder, or FATCA, any intergovernmental agreement entered into with respect to FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing, or relating to, FATCA or an intergovernmental agreement with respect to FATCA, or any agreement with the U.S. Internal Revenue Service regarding FATCA.

If a beneficial owner that receives interest on the notes is an individual non-resident of Japan or a non-Japanese corporation with no permanent establishment within Japan or with a permanent establishment within Japan but where the receipt of the interest under the notes is not attributable to the business carried on within Japan by the recipient through such permanent establishment, no Japanese income tax or corporate tax is payable with respect to such interest whether by way of withholding or otherwise, provided that such beneficial owner complies with certain requirements, including among others:

 

•

if the relevant notes are held through certain participants (each, a “Participant”) in an international clearing organization such as Euroclear, Clearstream, DTC or certain financial intermediaries prescribed by the Act on Special Measures Concerning Taxation and the relevant cabinet order thereunder (together with the ministerial ordinance and other regulations thereunder, the “Law”), the requirement to provide certain information prescribed by the Law to enable the Participant to establish that the beneficial owner is exempt from the requirement for Japanese income tax to be withheld or deducted; and

 

•

if the relevant notes are not held through a Participant, the requirement to submit to the relevant paying agent a claim for exemption from withholding tax (Hikazei Tekiyo Shinkokusho), or a Written Application for Tax Exemption, together with certain documentary evidence.

For more details regarding Japanese withholding tax, see “Tax Considerations—Japanese Tax Considerations.”

We will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Japanese taxing authority in accordance with applicable law. We will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment or other governmental charge so remitted to the Japanese taxing authority imposing such tax, duty, assessment or other governmental charge and will provide such certified copies to each holder. We will attach to each certified copy a certificate stating (x) that the amount of withholding tax, duty, assessment or other governmental charge evidenced by the certified copy was paid in connection with payments in respect of the principal amount of notes then outstanding and (y) the amount of such withholding tax, duty, assessment or other governmental charge paid per US$1,000

 

S-19

principal amount of the notes. Copies of such documentation will be available for inspection during ordinary business hours at the corporate trust office of the trustee by the holders of the notes upon request and will be made available at the office of the paying agent.

The obligation to pay additional amounts with respect to any taxes, duties, assessments and other governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by deduction or withholding from payments of principal or interest on the notes; provided that, we will pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies and duties, if any, which may be imposed by Japan, the United States or any political subdivision or any taxing authority thereof or therein, with respect to the execution of the indenture or as a consequence of the initial issuance, execution, delivery or registration of the notes.

References to principal or interest in respect of the notes shall be deemed to include any additional amounts due which may be payable with respect thereto as set forth in the notes and the indenture.

Optional Tax Redemption

We have the option to redeem any series of notes prior to maturity if, as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective, or which change in application or interpretation is announced, on or after the issue date of the relevant series of notes, we would be required to pay additional amounts with respect to such series of notes as described under “—Additional Amounts,” in which case we may redeem the relevant series of notes in whole, but not in part, at a redemption price equal to 100% of the principal amount of the notes plus accrued interest to the redemption date. Furthermore, we must give you between 30 and 60 days’ notice before redeeming the notes, and no such notice of redemption may be given earlier than 90 days prior to the earliest date on which we would be required to pay additional amounts if a payment in respect of the notes were then due. Prior to giving any such notice of redemption, we will deliver to the trustee (i) an officer’s certificate stating that the conditions precedent to our right to redeem the notes have been fulfilled and (ii) an opinion of counsel, who shall be independent legal counsel to us reasonably satisfactory to the trustee, confirming that we have been or will be required to pay additional amounts as a result of such change or amendment. The trustee shall be entitled to accept such officer’s certificate and opinion of counsel as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the holders of the notes.

Negative Pledge

So long as any of the notes of any series remain outstanding we may not create or permit to subsist any pledge, lien or other charge upon the whole or any part of ORIX’s undertaking, assets or revenues present or future to secure, for the benefit of the holders thereof, any External Indebtedness, as defined below, without according or procuring to be accorded to our debt obligations under such series of notes and the indenture the same security as is granted to such External Indebtedness or such other security or guarantee as shall be approved by holders representing more than 50% of the outstanding principal amount of the series of debt securities of which the notes are a part.

“External Indebtedness” means any indebtedness of ORIX or its consolidated subsidiaries with a stated maturity of more than one year from the creation thereof, which is represented by bonds, debentures, notes or any other similar debt securities which are quoted, listed or ordinarily dealt in, or are intended to be quoted, listed or ordinarily dealt in, on a stock exchange or on any over-the-counter or any other similar securities market outside Japan and which are by their terms repayable or confer a right to receive repayment in any currency other than yen or are denominated in yen if a majority of the aggregate nominal amount thereof is initially distributed

 

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outside Japan by or with our authorization (or guarantees, indemnities or other like obligations, in each case granted or undertaken for the benefit of the holders of such securities to secure the payment of such indebtedness, in respect of such indebtedness).

Events of Default and Remedies

Holders of the notes will have special rights if an event of default occurs. You should read the information under the headings “Description of Senior Debt Securities—Events of Default under the Indenture” and “Description of Senior Debt Securities—Acceleration of Senior Debt Securities upon an Event of Default” in the accompanying prospectus.

Further Issuances

We reserve the right, from time to time, without the consent of the holders of the notes of a particular series, to issue additional notes on terms and conditions identical to those of the original notes of such series (other than the issue date, the date upon which interest first accrues and, in some cases, the first interest payment date), which additional notes may increase the aggregate principal amount of, and may be consolidated and form a single series with, the relevant series of outstanding notes; provided that any additional notes that are so consolidated must be fungible with the outstanding notes of the relevant series for U.S. federal income tax purposes. We may also issue other securities under the indenture as part of a separate series that have different terms from the notes.

Methods of Receiving Payments

The principal of, and interest and additional amounts on, the notes of each series represented by the global notes will be payable in U.S. dollars. We will cause the paying agent to pay such amounts, on the dates payment is to be made, directly to DTC.

Paying Agent and Registrar

The Bank of New York Mellon, located at 240 Greenwich Street, New York, NY 10286, United States of America will initially act as paying agent and registrar for each series of notes. We may change the paying agent or registrar without prior notice to the holders of the notes, and we or any of our subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder of notes issued in definitive form may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.

We will treat the registered holder of a note as the owner of that note for all purposes, except as described under “—Methods of Receiving Payments.” See “—Book-Entry, Delivery and Form.”

Book Entry, Delivery and Form

Each series of notes will be represented by one or more global notes. The global notes will be deposited upon issuance with Cede & Co., as nominee for DTC, and registered in the name of DTC or its nominee, in each case for credit to the accounts of direct or indirect participants, including Clearstream and Euroclear.

Except as otherwise described in this prospectus supplement, the global notes may be transferred, in whole and not in part, only to DTC, a nominee of DTC or to a successor of DTC or its nominee. You may not exchange

 

S-21

your beneficial interests in the global notes for notes in certificated form except in limited circumstances. In addition, transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Clearstream and Euroclear), which may change from time to time.

It is expected that delivery of the notes will be made against payment for the notes on or about September  , 2024.

Clearance and Settlement

The notes have been accepted for clearance through DTC, Euroclear and Clearstream.

 

S-22

TAX CONSIDERATIONS

Japanese Tax Considerations

The information in this section entitled “Japanese Tax Considerations” is a general description of certain Japanese tax aspects of the notes provided for the convenience only of investors, and does not purport to be a comprehensive description of the tax aspects of the notes. Prospective purchasers of the notes are advised to consult their own legal, tax, accountancy or other professional advisors in order to ascertain their particular circumstances regarding taxation. The statements below are general in nature and not exhaustive. Further, the statements below are based on current tax laws and regulations in Japan as in effect on the date hereof and which are subject to change or differing interpretations (possibly with retroactive effect). Neither such statements nor any other statements in this prospectus supplement or the accompanying prospectus are to be regarded as advice on the tax position of any beneficial owner of the notes, or a beneficial owner, or any person purchasing, selling or otherwise dealing in the notes or any tax implication arising from the purchases, sale or other dealings in respect of the notes. Prospective purchasers of the notes should consult their own professional tax advisors about their tax position and any tax implications with respect to the notes.

Representation of Gross Recipient Status upon Initial Distribution

By subscribing for the notes, an investor will be deemed to have represented that it is a “Gross Recipient.” A “Gross Recipient” for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation, (ii) a Japanese financial institution, designated in Article 3-2-2, paragraph (29) of the Cabinet Order that will hold notes for its own proprietary account or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the notes will be made through a payment handling agent in Japan as defined in Article 2-2, paragraph (2) of the Cabinet Order. As part of the initial distribution by the underwriters at any time, the notes are not to be directly or indirectly offered or sold to, or for the benefit of, any person other than a Gross Recipient or to others for re-offering or re-sale, directly or indirectly, to, or for the benefit of, any person other than a Gross Recipient.

Interest Payments and Issue Differential

The following description of Japanese taxation (limited to national taxes) applies exclusively to interest on the notes and the difference, if any, between the issue price of the notes and the amount that the beneficial owner receives upon redemption of the notes, or the Issue Differential, with respect to the notes that are issued by ORIX outside Japan and interest is payable outside Japan. It is not intended to be exhaustive and prospective purchasers are advised to consult their tax advisors as to their exact tax position.

If a beneficial owner that receives interest on the notes is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but the receipt of the interest on the notes is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no Japanese income tax or corporate tax is payable with respect to such interest whether by way of withholding or otherwise, provided that such beneficial owner complies with certain requirements including, among others:

 

•

if the relevant notes are held through a Participant, the requirement to provide, at the time of entrusting a Participant with the custody of the relevant notes, the Interest Recipient Information and to advise the Participant if such individual non-resident of Japan or non-Japanese corporation ceases to be so exempt (including the case where it became a specially-related person of ORIX (as defined below)); and

 

 

S-23

•

if the relevant notes are not held through a Participant, the requirement to submit to the relevant paying agent a Written Application for Tax Exemption together with certain documentary evidence.

Failure to comply with such requirements described above will result in the withholding by ORIX of income tax at the rate of 15.315% of the amount of such interest, unless a lower rate or exemption is applicable under a relevant tax treaty between Japan and the beneficial owner’s country of residence.

If a beneficial owner that receives interest on the notes is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of interest is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such interest will not be subject to a 15.315% withholding tax by ORIX, if the beneficial owner provides the Interest Recipient Information or submits the Written Application for Tax Exemption as set out above. Failure to comply with such requirement will result in the withholding by ORIX of income tax at the rate of 15.315% of the amount of such interest. The amount of such interest will be aggregated with the beneficial owner’s other Japan source income and will be subject to regular income tax or corporate tax, as appropriate.

If a beneficial owner that receives interest on the notes is an individual non-resident of Japan or non-Japanese corporation who has a special relationship with ORIX (that is, in general terms, a person who, either, directly or indirectly controls or is directly or indirectly controlled by, or is under direct or indirect common control with, ORIX) within the meaning prescribed by the Cabinet Order (such person is referred to as a “specially-related person of ORIX”) as of the beginning of the fiscal year of ORIX in which the relevant interest payment date falls, the exemption from Japanese withholding tax on interest mentioned above will not apply, and income tax at the rate of 15.315% of the amount of such interest will be withheld. If such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan, regular income tax or corporate tax, as appropriate, collected otherwise than by way of withholding, will apply to such interest under Japanese tax law.

If an individual non-resident of Japan or non-Japanese corporation (regardless of whether it is a specially-related person of ORIX) is subject to Japanese withholding tax with respect to interest on the note, under Japanese tax law, a reduced rate of withholding tax or exemption from such withholding tax may be available under a relevant income tax treaty between Japan and the country of tax residence of such individual non-resident of Japan or non-Japanese corporation. Japan has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate is reduced, generally to 10%, or fully exempted, with, among others, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, the Netherlands, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. Under the income tax treaty between Japan and Belgium, interest arising in either country shall be taxable only in the other country if it is paid by an enterprise and beneficially owned by an enterprise of that other country. Under the income tax treaty between Japan and the United States, interest beneficially owned by a U.S. resident is generally exempt from Japanese taxation. Under the income tax treaty with the United Kingdom, similar exemptions to that provided in the treaty between Japan and the United States will be available. In order to avail themselves of such reduced rate or exemption, individual non-residents of Japan or non-Japanese corporations that are entitled, under any applicable income tax treaty, to a reduced rate of, or exemption from, Japanese withholding tax on payment of interest by ORIX are required to submit an application form for income tax convention regarding relief from Japanese income tax on interest (as well as any other required forms of documents) in advance of the interest payment through ORIX to the relevant tax authority.

Japanese tax law requires a beneficial owner that is an individual non-resident of Japan or a non-Japanese corporation and that becomes a specially-related person of ORIX to notify the Participant through which it holds the notes of such change in status prior to the next interest payment date. As described above, as the status of such individual non-resident of Japan or non-Japanese corporation as a specially-related person of ORIX for Japanese withholding tax purposes is determined based on the status as of the beginning of the fiscal year of the

 

S-24

issuer of the notes in which the relevant interest payment date falls, such individual non-resident of Japan or non-Japanese corporation should, by such notification, identify and advise the Participant of the specific interest payment date on which Japanese withholding tax starts to apply with respect to such individual non-resident of Japan or non-Japanese corporation as being a specially-related person of ORIX.

If a beneficial owner that receives any Issue Differential with respect to notes is an individual non-resident of Japan or a non-Japanese corporation having no permanent establishment within Japan or having a permanent establishment within Japan but the receipt of such Issue Differential is not attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, no income tax or corporate tax is payable with respect to such Issue Differential.

If the recipient of the Issue Differential is an individual non-resident of Japan or a non-Japanese corporation having a permanent establishment within Japan and the receipt of such Issue Differential is attributable to the business of such individual non-resident of Japan or non-Japanese corporation carried on within Japan through such permanent establishment, such Issue Differential will not be subject to any withholding tax but will be aggregated with the beneficial owner’s other Japan source income which is subject to Japanese taxation and subject to regular income tax or corporate tax, as appropriate.

If the recipient of the Issue Differential is an individual non-resident of Japan or non-Japanese corporation who is a specially-related person of ORIX as of the beginning of the fiscal year of ORIX in which such individual non-resident of Japan or non-Japanese corporation acquired such notes, the Issue Differential will not be subject to withholding tax but will be subject to regular income tax or corporate tax, as appropriate, under Japanese tax law, regardless of whether such individual non-resident of Japan or non-Japanese corporation has a permanent establishment within Japan; provided that exemption may be available under the relevant income tax treaty.

If a Japanese financial institution designated in Article 3-2-2, Paragraph (29) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended), or a Designated Financial Institution, complies with the requirement for tax exemption under Article 6, Paragraph (11) of the Act on Special Measures Concerning Taxation, among others, to provide the Interest Recipient Information or to submit the Written Application for Tax Exemption, no income tax will be imposed, either by way of withholding or otherwise, but the recipient will be subject to regular corporate tax with respect to such interest.

If an individual resident of Japan or a Japanese corporation (other than a Designated Financial Institution that complies with the requirement referred to in the paragraph above, a Specified Financial Institution (as defined below) or a Public Corporation (as defined below) that complies with the requirement referred to in the next paragraph) receives payments of interest on the notes through certain Japanese payment handling agents, or each a Japanese Payment Handling Agent, income tax at the rate of 15.315% of the amount of such interest will be withheld by the Japanese Payment Handling Agent rather than ORIX. As we are not in a position to know in advance the beneficial owner’s status, any beneficial owner of interest falling within this category should inform us through a paying agent of its status in a timely manner. Failure to so inform may result in double withholding. Any individual beneficial owner being a resident of Japan who receives interest through a Japanese Payment Handling Agent will be taxed in Japan on such interest separately from his/her other income and only by way of withholding of the foregoing withholding tax, as far as the national level income taxes are concerned. In the case of beneficial owners who are individual residents of Japan (other than those referred to in the immediately preceding sentence) or Japanese corporations (referred to in the beginning of this paragraph), the amount of interest received by any such beneficial owner will be included in such beneficial owner’s other taxable income and be subject to regular income tax or corporate tax, as appropriate.

If a Japanese public corporation designated by the relevant law, or a Public Corporation, or a financial instruments business operator or other Japanese financial institution described in Article 3-3, paragraph (6) of the Act on Special Measures Concerning Taxation, each a Specified Financial Institution, keeps its notes deposited

 

S-25

with, and receives the interest through, a Japanese Payment Handling Agent with custody of the notes, or the Japanese Custodian, and such beneficial owner submits through such Japanese Custodian to the competent tax authority the report prescribed by the Law, no income tax is imposed, by way of withholding or otherwise, on all the interest payable on the notes, but if the beneficial owner is a Specified Financial Institution, the beneficial owner will be subject to regular corporate tax with respect to such interest. However, since ORIX is not in a position to know in advance the beneficial owner’s withholding tax exemption status, the beneficial owner of interest falling within this category should inform ORIX through a paying agent of its status in a timely manner. Failure to so notify ORIX may result in the withholding by ORIX of a 15.315% income tax. Any amount of interest received by such Public Corporation or Specified Financial Institution in excess of the non-taxable portion described above is subject to a 15.315% income tax to be withheld by the Japanese Custodian.

If a beneficial owner that is an individual resident of Japan or a Japanese corporation (except for a Designated Financial Institution which complies with the requirements described above) receives interest on the notes other than through a Japanese Payment Handling Agent, income tax at the rate of 15.315% will be withheld by ORIX.

If the recipient of the Issue Differential with respect to the notes is an individual resident of Japan or a Japanese corporation, such Issue Differential will not be subject to any withholding tax but, except where the recipient is a Public Corporation, will be included in the recipient’s other taxable income and be subject to regular income tax or corporate tax, as appropriate.

Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes

Gains derived from the sale of notes outside Japan by an individual non-resident of Japan or non-Japanese corporation having no permanent establishment in Japan are generally not subject to Japanese income or corporate taxes.

No stamp, issue, registration or similar taxes or duties will, under current Japanese law, be payable in Japan by beneficial owners in connection with the issue of the notes, nor will such taxes be payable by beneficial owners in connection with their transfer if such transfer takes place outside Japan.

Japanese inheritance and gift taxes at progressive rates may be payable by an individual, wherever resident, who has acquired notes from another individual as legatee, heir or donee.

United States Tax Considerations

The following is a discussion of material U.S. federal income tax consequences of the ownership and disposition of notes by the U.S. Holders described below, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to acquire notes. This discussion applies only to U.S. Holders who hold notes as capital assets for U.S. federal income tax purposes and who acquired the notes pursuant to this offering at the “issue price,” which for each series of notes will be the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the notes of that series is sold for money. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including any special tax accounting rules set forth in Section 451 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any alternative minimum or Medicare contribution tax consequences. In addition, this discussion does not describe all of the tax consequences to persons subject to special rules, such as:

 

•

certain financial institutions;

 

•

insurance companies;

 

 

S-26

•

dealers and certain electing traders in securities that use a mark to market method of tax accounting;

 

•

persons holding notes as part of a straddle or integrated transaction;

 

•

persons whose functional currency is not the U.S. dollar;

 

•

partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

 

•

regulated investment companies;

 

•

real estate investment trusts;

 

•

tax exempt organizations, “individual retirement accounts” or “Roth IRAs”; or

 

•

persons holding the notes in connection with a trade or business conducted outside of the United States.

If an entity that is classified as a partnership for U.S. federal income tax purposes owns the notes, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships and their partners should consult their tax advisors with regard to the particular U.S. federal income tax consequences of owning and disposing of the notes.

This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed U.S. Treasury regulations and the U.S.-Japan income tax treaty (the “Treaty”), all as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Persons considering the purchase of notes are urged to consult their tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of a note and is: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Payments of interest

It is expected, and the following discussion assumes, that the notes will be issued without original issue discount for U.S. federal income tax purposes.

Interest paid on a note (including any amounts withheld in respect of Japanese taxes and any additional amounts paid with respect thereto) will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received, in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes. See “Japanese Tax Considerations” for a discussion of the requirements for obtaining an exemption from Japanese withholding tax.

Interest income earned by a U.S. Holder with respect to a note will constitute foreign-source income, which may be relevant in calculating the U.S. Holder’s foreign tax credit limitation. Any Japanese withholding tax on interest payments will not be creditable against a U.S. Holder’s U.S. federal income tax liability if the withholding tax results from the failure to provide the Interest Recipient Information or Written Application for Tax Exemption information described in “Japanese Tax Considerations—Interest Payments and Issue Differential,” or to the extent the tax can be reduced or eliminated under the Treaty. Therefore, because interest income is generally exempt from Japanese income taxes under the Treaty, U.S. Holders entitled to Treaty benefits generally will not be entitled to a foreign tax credit for any Japanese taxes withheld from interest payments on the notes. In addition, U.S. Treasury regulations impose additional requirements for non-U.S. taxes to be eligible for credit in the absence of an election to apply the benefits of an applicable income tax treaty, and

 

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we have not determined whether these requirements have been met with respect to Japanese withholding taxes, if any. The U.S. Internal Revenue Service has released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). The rules governing foreign tax credits are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of foreign tax credits in their particular circumstances. Instead of claiming a credit, subject to applicable limitations, a U.S. Holder may be able to deduct any Japanese withholding taxes on interest payments in computing the U.S. Holder’s taxable income. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all creditable non-U.S. taxes paid or accrued by the U.S. Holder in the taxable year.

Sale, exchange or other disposition of the notes

Upon the sale, exchange or other disposition of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or disposition and the U.S. Holder’s tax basis in the note. For these purposes, the amount realized does not include any amount attributable to accrued interest. Amounts attributable to accrued interest will be taxed as interest as described under “—Payments of interest” above. A U.S. Holder’s tax basis in a note will generally be its cost for that note.

Gain or loss realized on the sale, exchange or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange or disposition the note has been held for more than one year. Long-term capital gains of individual U.S. Holders are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss generally will be U.S.-source for purposes of computing a U.S. Holder’s foreign tax credit limitation.

Information reporting and backup withholding

Payments of interest and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless the U.S. Holder is an exempt recipient or, in the case of backup withholding, provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the U.S. Internal Revenue Service.

 

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UNDERWRITING

We plan to offer the notes through the underwriters. BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives of the underwriters named below. Subject to the terms and conditions contained in a purchase agreement between us and the underwriters, we have agreed to sell to the underwriters, and the underwriters have agreed, severally, and not jointly, to purchase from us, the principal amount of notes listed opposite their names below. BofA Securities, Inc.’s address is One Bryant Park, New York, NY 10036, Citigroup Global Markets Inc.’s address is 388 Greenwich Street, New York, NY 10013, J.P. Morgan Securities LLC’s address is 383 Madison Avenue, New York, NY 10179 and Morgan Stanley & Co. LLC’s address is 1585 Broadway, New York, NY 10036.

 

Underwriter		Principal Amount
BofA Securities, Inc.		$
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Total		$

The underwriters have agreed to purchase all of the notes sold pursuant to the purchase agreement if any of the notes are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The underwriters initially propose to offer the notes to the public at the public offering price that appears on the cover page of this prospectus supplement. After the initial offering, the underwriters may change the public offering price and any other selling terms. The underwriters may offer and sell notes through certain of their affiliates.

Expenses of the Offering

The expenses of the offering, not including the underwriting discounts and commissions, are estimated to be $     million in total and are payable by us. These expenses include the following:

 

•

a U.S. Securities and Exchange Commission registration fee of $    ;

 

•

estimated printing expenses of $    ;

 

•

estimated legal fees and expenses of $    ;

 

•

estimated accounting fees and expenses of $    ;

 

•

estimated rating agency fees of $    ;

 

•

estimated trustee and paying agent fees and expenses of $    ; and

 

•

estimated miscellaneous fees and expenses of $    .

 

 

S-29

No Sales of Similar Securities

We have agreed, with certain exceptions, not to publicly sell or transfer certain of ORIX’s debt securities for 30 days from the date of delivery of the notes without first obtaining the written consent of the representatives of the underwriters. Specifically, we have agreed not to, directly or indirectly, (i) issue, sell, offer or contract to sell, (ii) grant any option for the sale of, or (iii) otherwise transfer or dispose of any U.S. dollar-denominated debt securities of ORIX with a maturity of greater than one year in a SEC-registered or other public offering, or which are listed on a securities exchange.

New Issue of Notes

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any national securities exchange or for quotation of the notes on any automated dealer quotation system. We have been advised by the underwriters that they presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the notes or that an active public market for the notes will develop. If an active public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.

Settlement

We expect that delivery of the notes will be made to investors on or about September  , 2024, which will be the   New York business day following the date of this prospectus supplement (such settlement being referred to as “T+ ”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+ , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

Selling Restrictions

Japan

The notes have not been and will not be registered under the Financial Instruments and Exchange Act and are subject to the Act on Special Measures Concerning Taxation. Each of the underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell, notes in Japan or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and government guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution by the underwriters pursuant to the purchase agreement dated the date hereof at any time, directly or indirectly offer or sell notes to, or for the benefit of, any person other than a beneficial owner that is (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation, (b) a Japanese financial institution, designated in Article 3-2-2, paragraph (29) of the Cabinet Order that will hold notes for its own proprietary account or (c) an individual resident of Japan or a Japanese corporation whose receipt of interest on the notes will be made through a payment handling agent in Japan as defined in Article 2-2, paragraph (2) of the Cabinet Order.

 

 

S-30

Prohibition of Sales to EEA Retail Investors

The notes which are the subject of the offering contemplated by this document, as supplemented by any applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision:

 

(1)

the expression “retail investor” means a person who is one (or more) of the following:

 

(a)

a retail client as defined in point (11) of Article 4(1) of MiFID II; or

 

(b)

a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

 

(c)

not a qualified investor as defined in the Prospectus Regulation; and

 

(2)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

Consequently, no key information document required by the PRIIPs Regulation for offering or selling the notes or otherwise making them available to any retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA maybe unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of the notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129), or the Prospectus Regulation, from the requirement to publish a prospectus for offers of the notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

United Kingdom

The notes which are the subject of the offering contemplated by this document, as supplemented by any applicable supplement or pricing term sheet in relation thereto, are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the U.K. For the purposes of this provision:

 

(1)

the expression “retail investor” means a person who is one (or more) of the following:

 

(a)

a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or

 

(b)

a customer within the meaning of the provisions of the FSMA and any rules and regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or

 

(c)

not a qualified investor as defined in Article 2 of the U.K. Prospectus Regulation; and

 

(2)

the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

Consequently, no key information document required by the U.K. PRIIPs Regulation for offering or selling the notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of the notes in the U.K. will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it

 

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forms part of domestic law by virtue of EUWA, or the U.K. Prospectus Regulation, from the requirement to publish a prospectus for offers of the notes. This prospectus supplement is not a prospectus for the purposes of the U.K. Prospectus Regulation.

Hong Kong

This prospectus supplement has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The notes have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or in the underwriters’ possession for the purposes of this offering or will be issued or in the underwriters’ possession for the purposes of this offering in Hong Kong or elsewhere other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Singapore

This prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes, may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

Switzerland

The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the “FinSA”) and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Price Stabilization and Short Positions

In connection with the offering, the underwriters are permitted, in accordance with applicable laws, to engage in transactions that stabilize the market price of the notes. Such transactions consist of bids or purchases to peg, fix or maintain the price of the notes. If the underwriters create a short position in the notes in connection with the offering, that is, if they sell more notes than are on the cover page of this prospectus supplement, the

 

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underwriters may reduce that short position by purchasing notes in the open market. Purchases of notes to stabilize the price or to reduce a short position could cause the price of the notes to be higher than it might be in the absence of such purchases.

Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the underwriters makes any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Stamp Taxes and Other Charges

Purchasers of the notes offered by this prospectus supplement and the accompanying prospectus may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the offer price on the cover of this prospectus supplement.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. They have received customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates have hedged and/or may in the future hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

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LEGAL MATTERS

The validity of the notes and certain U.S. legal matters will be passed upon for us by Davis Polk & Wardwell LLP, our United States counsel. Certain Japanese legal matters will be passed upon for us by Mitsui Company, our Japanese counsel. Simpson Thacher & Bartlett LLP, United States counsel to the underwriters, will pass upon certain U.S. legal matters for them.

 

S-34

INCORPORATION BY REFERENCE

The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. This prospectus supplement incorporates by reference our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed on June 27, 2024 (File Number 001-14856).

All subsequent reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus supplement. In addition, any Form 6-K subsequently submitted to the SEC specifying that it is being incorporated by reference into this prospectus supplement shall be deemed to be incorporated by reference. Documents incorporated by reference shall become a part of this prospectus supplement on the respective dates the documents are filed or furnished with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

Upon written or oral request, we will provide without charge to each person to whom a copy of this prospectus supplement has been delivered, a copy of any document that has been incorporated by reference in the prospectus supplement but not delivered with the prospectus supplement. You may request a copy of these documents by writing or telephoning us at:

ORIX Corporation

World Trade Center Building, SOUTH TOWER

2-4-1 Hamamatsu-cho, Minato-ku

Tokyo 105-5135, Japan

+81-3-3435-3116

Except as described above, no other information is incorporated by reference in this prospectus supplement, including, without limitation, information on our internet site at https://www.orix.co.jp.

 

S-35

ANNEX

Consolidated Financial Results from April 1, 2024 to June 30, 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 Three Months Ended June 30, 2024

(1) Performance Highlights - Operating Results (Unaudited)

 

		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
		(millions of yen)
June 30, 2024			708,139				4.6	%			86,266				3.9	%			120,169				34.4	%			86,735				37.7	%
June 30, 2023			676,798				2.6	%			83,004				(3.5	%)			89,392				4.5	%			62,966				1.7	%

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥207,115 million for the three months ended June 30, 2024 (year-on-year change was a 29.5% increase) and ¥159,913 million for the three months ended June 30, 2023 (year-on-year change was a 8.7% decrease).

 

*Note 1:		The presentation of equity method investment has been changed since the fourth quarter of the fiscal year ended March 31, 2024(“fiscal 2024”). As a result, certain line items presented in our consolidated statements of income for the first quarter of fiscal 2024 have been retrospectively reclassified for this change.

 

		Basic Earnings Per Share				Diluted Earnings Per Share
		(millions of yen)
June 30, 2024			75.40				75.28
June 30, 2023			53.87				53.80

 

*Note 2:		Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for per share and dividend amounts, which are in single yen.

(2) Performance Highlights - Financial Position (Unaudited)

 

		Total Assets				Total Equity				Shareholders’ Equity				Shareholders’ Equity Ratio
		(millions of yen)
June 30, 2024			16,502,363				4,156,294				4,073,643				24.7	%
March 31, 2024			16,322,100				4,021,965				3,941,466				24.1	%

 

*Note 3:		“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”
		“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”

 

A-1

2. Dividends (Unaudited)

 

		First Quarter-end				Second Quarter-end				Third Quarter-end				Year-end				Total
		(millions of yen)
March 31, 2024			—				42.80				—				55.80				98.60
March 31, 2025			—				—				—				—				—
March 31, 2025 (Est.)			—				49.30				—				49.30				98.60

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

[OMITTED]

4. Other Information

 

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

(4) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,214,961,054 as of June 30, 2024, and 1,214,961,054 as of March 31, 2024.

2. The number of treasury stock was 63,886,866 as of June 30, 2024, and 60,748,162 as of March 31, 2024.

3. The average number of outstanding shares was 1,150,311,448 for the three months ended June 30, 2024, and 1,168,915,061 for the three months ended June 30, 2023.

The Company’s shares held through the Board Incentive Plan Trust (2,727,686 shares as of June 30, 2024 and 2,727,686 shares as of March 31, 2024) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.

 

A-2

1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Three Months Ended June 30, 2024

 

												Change
				Three months ended June 30, 2023				Three months ended June 30, 2024				Amount				Percent
Total Revenues		(millions of yen)			676,798				708,139				31,341				5	%
Total Expenses		(millions of yen)			593,794				621,873				28,079				5	%
Income before Income Taxes		(millions of yen)			89,392				120,169				30,777				34	%
Net Income Attributable to ORIX Corporation Shareholders		(millions of yen)			62,966				86,735				23,769				38	%
Earnings Per Share (Basic)		(yen)			53.87				75.40				21.53				40	%
(Diluted)		(yen)			53.80				75.28				21.48				40	%
ROE (Annualized) *1		(%)			7.0				8.7				1.7				—
ROA (Annualized) *2		(%)			1.63				2.11				0.48				—

 

*Note 1:		ROE is the ratio of “Net Income Attributable to ORIX Corporation Shareholders” for the period to average “ORIX Corporation Shareholders’ Equity.”
*Note 2:		ROA is calculated based on “Net Income Attributable to ORIX Corporation Shareholders.”
*Note 3:		The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the first quarter of fiscal 2024 have been retrospectively reclassified for this change.

Overview of Business Performance (April 1, 2024 to June 30, 2024)

Total revenues for the three months ended June 30, 2024 (hereinafter, “the first consolidated period”) increased 5% to ¥708,139 million compared to ¥676,798 million during the same period of the previous fiscal year due to increases in operating leases, services income and sales of goods and real estate despite decreases in life insurance premiums and related investment income and gains on investment securities and dividends.

Total expenses increased 5% to ¥621,873 million compared to ¥593,794 million during the same period of the previous fiscal year due to increases in costs of operating leases, services expense, costs of goods and real estate sold and selling, general and administrative expenses despite a decrease in life insurance costs.

Equity in net income of equity method investments increased by ¥2,323 million to ¥7,756 million compared to the same period of the previous fiscal year, and gains on sales of subsidiaries and equity method investments and liquidation losses, net increased by ¥25,192 million to ¥26,147 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the first consolidated period increased 34% to ¥120,169 million compared to ¥89,392 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 38% to ¥86,735 million compared to ¥62,966 million during the same period of the previous fiscal year.

Segment Information

Total segment profits for the first consolidated period increased 28% to ¥137,274 million compared to the same period of the previous fiscal year.

 

A-3

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the first quarter of fiscal 2024 have been retrospectively reclassified.

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

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

Segment information for the first consolidated period 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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			20,425				19,797				(628	)			(3	)

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,777,320				1,778,938				1,618				0

Segment profits decreased 3% to ¥19,797 million compared to the same period of the previous fiscal year due to a decrease in finance revenues and a decrease in equity in net income (loss) of equity method investments, despite an increase in operating leases.

Segment assets totaled ¥1,778,938 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			10,276				13,954				3,678				36

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,110,087				1,098,352				(11,735	)			(1	)

Segment profits increased 36% to ¥13,954 million compared to the same period of the previous fiscal year due to an increase in operating leases and an increase in services income, despite an increase in costs of goods and real estate sold.

 

A-4

Segment assets decreased 1% to ¥1,098,352 million compared to the end of the previous fiscal year due to a decrease in advances for finance lease and operating lease and a decrease in loans to ORIX and its subsidiaries, despite an increase in investment in operating leases.

PE Investment and Concession: Private equity investment; concession

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			5,772				32,027				26,255				455

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,066,647				967,177				(99,470	)			(9	)

Segment profits increased 455% to ¥32,027 million compared to the same period of 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.

Segment assets decreased 9% to ¥967,177 million compared to the end of the previous fiscal year due to a decrease in cash and cash equivalents and a decrease in investment in securities.

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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			4,982				(482	)			(5,464	)			—

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			976,434				1,015,383				38,949				4

Segment profits decreased by ¥5,464 million to losses of ¥482 million compared to the same period of the previous fiscal year due to an increase in services expense and a decrease in equity in net income (loss) of equity method investments.

Segment assets increased 4% to ¥1,015,383 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

Insurance: Life insurance

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			19,423				21,944				2,521				13

 

A-5

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			2,921,927				2,884,353				(37,574	)			(1	)

Segment profits increased 13% to ¥21,944 million compared to the same period of the previous fiscal year due to a decrease in life insurance costs.

Segment assets decreased 1% to ¥2,884,353 million compared to the end of the previous fiscal year due to a decrease in trade notes, accounts and other receivable and a decrease in cash and cash equivalents.

Banking and Credit: Banking; consumer finance

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			8,356				6,398				(1,958	)			(23	)

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			2,934,217				2,876,149				(58,068	)			(2	)

Segment profits decreased 23% to ¥6,398 million compared to the same period of the previous fiscal year due to a decrease in finance revenues as a result of the partial sale of shares of ORIX Credit Corporation to an equity method investee in the three months ended March 31, 2024.

Segment assets decreased 2% to ¥2,876,149 million compared to the end of the previous fiscal year due to a decrease in installment loans.

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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			7,617				11,764				4,147				54

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,169,641				1,304,929				135,288				12

Segment profits increased 54% to ¥11,764 million compared to the same period of the previous fiscal year due to an increase in operating leases.

Segment assets increased 12% to ¥1,304,929 million compared to the end of the previous fiscal year due to an increase in investment in operating leases and foreign exchange effects.

 

 

A-6

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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			12,212				11,835				(377	)			(3	)

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,694,484				1,767,645				73,161				4

Segment profits decreased 3% to ¥11,835 million compared to the same period of the previous fiscal year due to an increase in selling, general and administrative expenses and a decrease in gains on investment securities and dividends and a decrease in equity in net income (loss) of equity method investments, despite an increase in gains on sales of subsidiaries and equity method investments.

Segment assets increased 4% to ¥1,767,645 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

ORIX Europe: Asset management of global equity and fixed income

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			7,134				11,154				4,020				56

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			662,139				702,894				40,755				6

Segment profits increased 56% to ¥11,154 million compared to the same period of the previous fiscal year due to an increase in services income.

Segment assets increased 6% to ¥702,894 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

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

 

										Change
		Three months ended June 30, 2023 (millions of yen)				Three months ended June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Profits			10,918				8,883				(2,035	)			(19	)

 

										Change
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Amount (millions of yen)				Percent (%)
Segment Assets			1,709,233				1,802,887				93,654				5

 

 

A-7

Segment profits decreased 19% to ¥8,883 million compared to the same period of the previous fiscal year due to an increase in selling, general and administrative expenses and a decrease in equity in net income (loss) of equity method investments, despite an increase in operating leases.

Segment assets increased 5% to ¥1,802,887 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

														Change
						As of March 31, 2024				As of June 30, 2024				Amount				Percent
Total Assets			(millions of yen)				16,322,100				16,502,363				180,263				1	%
(Segment Assets) *1							16,022,129				16,198,707				176,578				1	%
Total Liabilities			(millions of yen)				12,297,490				12,343,084				45,594				0	%
(Short-term and Long-term Debt)							6,200,471				6,385,583				185,112				3	%
(Deposits)							2,245,835				2,192,251				(53,584	)			(2	)%
Shareholders’ Equity *2			(millions of yen)				3,941,466				4,073,643				132,177				3	%
Shareholders’ Equity Per Share *3			(yen)				3,422.94				3,547.40				124.46				4	%

 

*Note 1:		Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts and other receivable. As a result, segment data for the previous fiscal year have been retrospectively reclassified.
*Note 2:		“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity” based on U.S. GAAP.
*Note 3:		“Shareholders’ Equity” Per Share is calculated using total ORIX Corporation “Shareholders’ Equity.”

Total assets increased 1% to ¥16,502,363 million compared to the end of the previous fiscal year due to increases in investment in operating leases, equity method investments and net investment in leases despite decreases in installment loans and cash and cash equivalents. In addition, segment assets increased 1% to ¥16,198,707 million compared to the end of the previous fiscal year.

Total liabilities remained relatively flat at ¥12,343,084 million compared to the end of the previous fiscal year due to increases in short- and long-term debt despite decreases in deposits, policy liabilities and policy account balances and trade notes, accounts and other payable.

Shareholders’ equity increased 3% to ¥4,073,643 million compared to the end of the previous fiscal year.

 

 

A-8

2. Financial Information

Our condensed interim consolidated financial statements, which is comprised of our condensed interim consolidated balance sheets, our condensed interim consolidated statements of income and comprehensive income and notes to our condensed interim consolidated financial statements, have been prepared in accordance with Article 5, Paragraph 4 of the Standards for the Preparation of Quarterly Financial Statements of the Tokyo Stock Exchange Inc., or the Standards, and U.S. GAAP, applying the provisions for reduced disclosures as set forth in Article 5, Paragraph 5 of the Standards. Accordingly, our condensed interim consolidated financial statements are not a complete set of condensed financial statements in accordance with U.S. GAAP.

(1) Condensed Consolidated Balance Sheets (Unaudited)

 

				As of March 31, 2024				As of June 30, 2024
				(millions of yen)
Assets
Cash and Cash Equivalents					1,032,810				992,751
Restricted Cash					152,497				163,934
Net Investment in Leases					1,155,023				1,187,951
Installment Loans					3,958,814				3,893,468
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥129,959 million
June 30, 2024		¥127,444 million
Allowance for Credit Losses					(58,110	)			(57,890	)
Investment in Operating Leases					1,868,574				2,032,699
Investment in Securities					3,263,079				3,248,011
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥35,696 million
June 30, 2024		¥41,976 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
June 30, 2024
Amortized Cost		¥3,087,710 million
Allowance for Credit Losses		¥(535) million
Property under Facility Operations					689,573				692,416
Equity method investments					1,313,887				1,385,876
Trade Notes, Accounts and Other Receivable					401,368				382,039
Inventories					227,359				217,408
Office Facilities					248,458				258,345
Other Assets					2,068,768				2,105,355
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥2,786 million
June 30, 2024		¥2,495 million
Total Assets					16,322,100				16,502,363
Liabilities and Equity
Short-term Debt					574,095				642,066
Deposits					2,245,835				2,192,251
Trade Notes, Accounts and Other Payable					362,504				323,106
Policy Liabilities and Policy Account Balances					1,892,510				1,840,773

 

A-9