SEC Form 6-K filed by ORIX Corporation

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-14856

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

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

(Address of Principal Executive Offices)

 

 

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

Form 20-F ☒   Form 40-F ☐

 

Table of Contents

Material Contained in this Report

 

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

SIGNATURES

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

 

		ORIX Corporation
Date: May 12, 2025		By		/s/ Yasuaki Mikami
				Yasuaki Mikami
				Member of the Board of Directors Senior Managing Executive Officer Responsible for Corporate Function Unit Responsible for Work Style Reform Project ORIX Corporation

 

Consolidated Financial Results

April 1, 2024 – March 31, 2025

 

May 12, 2025

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

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

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

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

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

JAPAN

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

E-mail: [email protected]

Consolidated Financial Results from April 1, 2024 to March 31, 2025

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

 

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

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

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

 

		Total Revenues				Year-on-Year Change				Operating Income				Year-on-Year Change				Income before Income Taxes				Year-on-Year Change				Net Income Attributable to ORIX Corporation Shareholders				Year-on-Year Change
March 31, 2025			2,874,821				2.1	%			331,826				(8.0	)%			480,463				2.2	%			351,630				1.6	%
March 31, 2024			2,814,361				5.7	%			360,713				7.4	%			469,975				19.8	%			346,132				19.2	%

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

 

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

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

 

*Note 1:

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

*Note 2:

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

(2) Performance Highlights - Financial Position (Unaudited)

 

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

 

*Note 3:

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

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

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

(3) Performance Highlights - Cash Flows (Unaudited)

 

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

2. Dividends (Unaudited)

 

		First Quarter-end				Second Quarter-end				Third Quarter-end				Year-end				Total				Total Dividends Paid				Dividend Payout Ratio (Consolidated base)				Dividends on Equity (Consolidated base)
March 31, 2024			—				42.80				—				55.80				98.60				114,095				33.0	%			3.1	%
March 31, 2025			—				62.17				—				57.84				120.01				137,104				39.0	%			3.4	%
March 31, 2026 (Est.)			—				60.00				—				60.01				120.01				—				—				—

 

*Note 4:

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

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

 

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

 

*Note 5:

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

4. Other Information

 

(1) Significant Changes in Scope of Consolidation			Yes ( ) No ( x )
Addition - None (        )			Exclusion - None (         )
(2) Changes in Accounting Principles
1. Changes due to adoptions of new accounting standards			Yes ( x ) No ( )
2. Other than those above			Yes ( ) No ( x )

(3) Number of Issued Shares (Ordinary Shares)

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

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

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

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

* These consolidated financial results from April 1, 2024 to March 31, 2025 are not subject to certified public accountant’s or audit firm’s audits.

 

- 1 -

1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2025

 

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

 

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

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

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

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

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

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

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

 

- 2 -

Segment Information

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

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

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

Segment information for the fiscal year is as follows:

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended  March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			83,244				90,329				7,085				9
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			1,777,320				1,884,565				107,245				6

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

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

 

- 3 -

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended  March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			67,055				70,541				3,486				5
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			1,110,087				1,158,293				48,206				4

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

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

PE Investment and Concession: Private equity investment; concession

 

		Year ended March 31, 2024 (millions of yen)				Year ended  March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			43,967				98,872				54,905				125
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			1,066,647				1,022,944				(43,703	)			(4)

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

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

 

- 4 -

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended  March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			38,072				(4,923	)			(42,995	)			—
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			976,434				1,016,175				39,741				4

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

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

Insurance: Life insurance

 

		Year ended March 31, 2024 (millions of yen)				Year ended  March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			70,826				74,399				3,573				5
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			2,921,927				3,009,234				87,307				3

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

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

 

- 5 -

Banking and Credit: Banking; consumer finance

 

		Year ended March 31, 2024 (millions of yen)				Year ended March 31, 2025 (millions of yen)				Change
										Amount  (millions of yen)				Percent  (%)
Segment Profits			97,353				29,291				(68,062	)			(70	)
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			2,934,217				3,144,571				210,354				7

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

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

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Profits			44,366				67,420				23,054				52
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent  (%)
Segment Assets			1,169,641				1,231,973				62,332				5

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

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

 

- 6 -

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			27,931				39,915				11,984				43
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			1,694,484				1,593,939				(100,545	)			(6	)

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

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

ORIX Europe: Asset management of global equity and fixed income

 

		Year ended March 31, 2024 (millions of yen)				Year ended March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			41,638				44,373				2,735				7
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			662,139				669,306				7,167				1

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

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

 

- 7 -

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

 

		Year ended March 31, 2024 (millions of yen)				Year ended March 31, 2025 (millions of yen)				Change
										Amount (millions of yen)				Percent  (%)
Segment Profits			47,069				34,451				(12,618	)			(27	)
		As of March 31, 2024  (millions of yen)				As of March 31, 2025  (millions of yen)				Change
										Amount  (millions of yen)				Percent (%)
Segment Assets			1,709,233				1,725,627				16,394				1

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

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

Outlook and Forecast

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

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

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

 

- 8 -

(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

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

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

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

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

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

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

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

Summary of Cash Flows

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

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

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

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

 

- 9 -

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

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

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

(4) Risk Factors

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

2. Consideration in the Selection of Accounting Standard

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

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

 

- 10 -

3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets				As of March 31, 2024				As of March 31, 2025
Cash and Cash Equivalents					1,032,810				1,206,573
Restricted Cash					152,497				115,410
Net Investment in Leases					1,155,023				1,167,380
Installment Loans					3,958,814				4,081,019
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥129,959 million
March 31, 2025		¥97,694 million
Allowance for Credit Losses					(58,110	)			(56,769	)
Investment in Operating Leases					1,868,574				1,967,178
Investment in Securities					3,263,079				3,234,547
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥35,696 million
March 31, 2025		¥41,018 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2024
Amortized Cost		¥3,015,940 million
Allowance for Credit Losses		¥(634) million
March 31, 2025
Amortized Cost		¥3,174,036 million
Allowance for Credit Losses		¥(670) million
Property under Facility Operations					689,573				771,851
Equity method investments					1,313,887				1,320,015
Trade Notes, Accounts and Other Receivable					401,368				411,012
Inventories					227,359				229,229
Office Facilities					248,458				191,957
Other Assets					2,068,768				2,226,849
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥2,786 million
March 31, 2025		¥2,586 million
Total Assets					16,322,100				16,866,251
Liabilities and Equity
Short-term Debt					574,095				549,680
Deposits					2,245,835				2,449,812
Trade Notes, Accounts and Other Payable					362,504				339,787
Policy Liabilities and Policy Account Balances					1,892,510				1,948,047
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥167,207 million
March 31, 2025		¥136,257 million
Current and Deferred Income Taxes					570,724				578,781
Long-term Debt					5,626,376				5,733,118
Other Liabilities					1,025,446				1,091,811
Total Liabilities					12,297,490				12,691,036
Redeemable Noncontrolling Interests					2,645				3,432
Commitments and Contingent Liabilities
Common Stock					221,111				221,111
Additional Paid-in Capital					233,457				234,193
Retained Earnings					3,259,730				3,354,911
Accumulated Other Comprehensive Income					357,148				341,298
Treasury Stock, at Cost					(129,980	)			(61,731	)
Total ORIX Corporation Shareholders’ Equity					3,941,466				4,089,782
Noncontrolling Interests					80,499				82,001
Total Equity					4,021,965				4,171,783
Total Liabilities and Equity					16,322,100				16,866,251

 

- 11 -

Note:

Breakdown of Accumulated Other Comprehensive Income (Loss)

 

		As of March 31, 2024				As of March 31, 2025
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities			(250,806	)			(403,914	)
Impact of changes in policy liability discount rate			257,785				416,124
Debt valuation adjustments			84				49
Defined benefit pension plans			9,670				14,791
Foreign currency translation adjustments			324,208				304,657
Net unrealized gains on derivative instruments			16,207				9,591
Total			357,148				341,298

 

- 12 -

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

		Year ended March 31, 2024				Year ended March 31, 2025
Revenues :
Finance revenues			348,001				328,356
Gains on investment securities and dividends			33,023				14,324
Operating leases			535,490				624,444
Life insurance premiums and related investment income			558,923				515,259
Sales of goods and real estate			373,914				373,155
Services income			965,010				1,019,283
Total Revenues			2,814,361				2,874,821
Expenses :
Interest expense			188,328				169,051
Costs of operating leases			356,760				394,821
Life insurance costs			433,863				384,753
Costs of goods and real estate sold			268,627				271,833
Services expense			560,101				604,145
Other (income) and expense			(4,671	)			27,128
Selling, general and administrative expenses			627,633				646,054
Provision for credit losses			20,968				18,723
Write-downs of long-lived assets			1,724				25,933
Write-downs of securities			315				554
Total Expenses			2,453,648				2,542,995
Operating Income			360,713				331,826
Equity in Net Income of Equity method investments			36,774				57,182
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net			72,488				87,705
Bargain Purchase Gain			0				3,750
Income before Income Taxes			469,975				480,463
Provision for Income Taxes			131,388				128,828
Net Income			338,587				351,635
Net Income (Loss) Attributable to the Noncontrolling Interests			(7,682	)			(389	)
Net Income Attributable to the Redeemable Noncontrolling Interests			137				394
Net Income Attributable to ORIX Corporation Shareholders			346,132				351,630

 

- 13 -

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

 

						(millions of yen)
		Year Ended March 31, 2024				Year Ended March 31, 2025
Net Income :			338,587				351,635
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities			(67,762	)			(153,108	)
Impact of changes in policy liability discount rate			93,269				158,339
Net change of debt valuation adjustments			(191	)			(35	)
Net change of defined benefit pension plans			13,293				5,128
Net change of foreign currency translation adjustments			173,304				(20,060	)
Net change of unrealized gains (losses) on derivative instruments			(5,875	)			(6,403	)
Total other comprehensive income (loss)			206,038				(16,139	)
Comprehensive Income			544,625				335,496
Comprehensive Income (Loss) Attributable to the Noncontrolling Interests			(3,035	)			(492	)
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests			350				344
Comprehensive Income Attributable to ORIX Corporation Shareholders			547,310				335,644

 

- 14 -

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

 

		(millions of yen)
		ORIX Corporation Shareholders’ Equity
		Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Total ORIX Corporation Shareholders’ Equity				Noncontrolling Interests				Total Equity
Balance at March 31, 2023			221,111				233,169				3,054,448				156,135				(121,256	)			3,543,607				70,715				3,614,322
Contribution to subsidiaries																							0				18,357				18,357
Transaction with noncontrolling interests							86								(165	)							(79	)			(3,470	)			(3,549	)
Comprehensive income, net of tax:
Net income (loss)											346,132												346,132				(7,682	)			338,450
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities															(67,772	)							(67,772	)			0				(67,772	)
Impact of changes in policy liability discount rate															93,269								93,269				0				93,269
Net change of debt valuation adjustments															(191	)							(191	)			0				(191	)
Net change of defined benefit pension plans															13,287								13,287				6				13,293
Net change of foreign currency translation adjustments															168,285								168,285				4,816				173,101
Net change of unrealized gains (losses) on derivative instruments															(5,700	)							(5,700	)			(175	)			(5,875	)
Total other comprehensive income																							201,178				4,647				205,825
Total comprehensive income (loss)																							547,310				(3,035	)			544,275
Cash dividends											(99,900	)											(99,900	)			(2,068	)			(101,968	)
Acquisition of treasury stock																			(50,001	)			(50,001	)			0				(50,001	)
Disposal of treasury stock							(227	)											277				50				0				50
Cancellation of treasury stock							(49	)			(40,951	)							41,000				0				0				0
Other, net							478				1												479				0				479
Balance at March 31, 2024			221,111				233,457				3,259,730				357,148				(129,980	)			3,941,466				80,499				4,021,965
Cumulative effect of adopting Accounting Standards Update 2023-02											(157	)											(157	)			0				(157	)
Balance at April 1, 2024			221,111				233,457				3,259,573				357,148				(129,980	)			3,941,309				80,499				4,021,808
Contribution to subsidiaries																							0				10,736				10,736
Transaction with noncontrolling interests							83								136								219				(7,451	)			(7,232	)
Comprehensive income, net of tax:
Net income (loss)											351,630												351,630				(389	)			351,241
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities															(153,108	)							(153,108	)			0				(153,108	)
Impact of changes in policy liability discount rate															158,339								158,339				0				158,339
Net change of debt valuation adjustments															(35	)							(35	)			0				(35	)
Net change of defined benefit pension plans															5,121								5,121				7				5,128
Net change of foreign currency translation adjustments															(19,687	)							(19,687	)			(323	)			(20,010	)
Net change of unrealized gains (losses) on derivative instruments															(6,616	)							(6,616	)			213				(6,403	)
Total other comprehensive income (loss)																							(15,986	)			(103	)			(16,089	)
Total comprehensive income (loss)																							335,644				(492	)			335,152
Cash dividends											(135,590	)											(135,590	)			(1,291	)			(136,881	)
Acquisition of treasury stock																			(53,518	)			(53,518	)			0				(53,518	)
Disposal of treasury stock							(654	)											917				263				0				263
Cancellation of treasury stock							(149	)			(120,702	)							120,851				0				0				0
Other, net							1,456												(1	)			1,455				0				1,455
Balance at March 31, 2025			221,111				234,193				3,354,911				341,298				(61,731	)			4,089,782				82,001				4,171,783

Note:

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

 

- 15 -

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

 

		(millions of yen)
		Year ended March 31, 2024				Year ended March 31, 2025
Cash Flows from Operating Activities:
Net income			338,587				351,635
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			364,242				399,527
Principal payments received under net investment in leases			475,730				495,717
Provision for credit losses			20,968				18,723
Equity in net income of equity method investments			(36,774	)			(57,182	)
Gains on sales of subsidiaries and equity method investments and liquidation losses, net			(72,488	)			(87,705	)
Bargain purchase gain			0				(3,750	)
Gains on sales of securities other than trading			(3,943	)			6,772
Gains on sales of operating lease assets			(53,441	)			(76,633	)
Write-downs of long-lived assets			1,724				25,933
Write-downs of securities			315				554
Deferred tax provision			20,000				23,346
(Increase) Decrease in trading securities			(8,041	)			28,487
Increase in inventories			(58,126	)			(9,839	)
Decrease (Increase) in trade notes, accounts and other receivable			5,235				(2,641	)
Decrease in trade notes, accounts and other payable			(4,427	)			(3,910	)
Increase in policy liabilities and policy account balances			186,193				268,258
Increase (Decrease) in income taxes payable			107,881				(9,232	)
Other, net			(40,233	)			(67,867	)
Net cash provided by operating activities			1,243,402				1,300,193
Cash Flows from Investing Activities:
Purchases of lease equipment			(1,124,207	)			(1,288,608	)
Originations of installment loans			(1,429,738	)			(1,506,006	)
Principal collected on installment loans			1,356,586				1,302,302
Proceeds from sales of operating lease assets			262,724				373,804
Investments in equity method investees, net			(166,640	)			(64,985	)
Proceeds from sales of equity method investments			23,967				95,789
Purchases of available-for-sale debt securities			(570,241	)			(700,403	)
Proceeds from sales of available-for-sale debt securities			197,640				289,170
Proceeds from redemption of available-for-sale debt securities			47,280				257,338
Purchases of equity securities other than trading			(57,819	)			(76,767	)
Proceeds from sales of equity securities other than trading			54,728				31,594
Purchases of property under facility operations			(76,667	)			(69,064	)
Acquisitions of subsidiaries, net of cash acquired			(42,486	)			(89,871	)
Sales of subsidiaries, net of cash disposed			139,525				111,043
Other, net			12,545				24,969
Net cash used in investing activities			(1,372,803	)			(1,309,695	)
Cash Flows from Financing Activities:
Net increase (decrease) in debt with maturities of three months or less			10,751				(98,621	)
Proceeds from debt with maturities longer than three months			1,218,867				1,549,750
Repayment of debt with maturities longer than three months			(1,177,803	)			(1,368,479	)
Net (decrease) increase in deposits due to customers			(1,572	)			204,034
Cash dividends paid to ORIX Corporation shareholders			(99,900	)			(135,590	)
Acquisition of treasury stock			(50,001	)			(53,518	)
Contribution from noncontrolling interests			15,621				3,577
Purchases of shares of subsidiaries from noncontrolling interests			(108	)			(521	)
Net increase in call money			0				50,000
Other, net			(1,332	)			(1,310	)
Net cash (used in) provided by financing activities			(85,477	)			149,322
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash			33,277				(3,144	)
Net (decrease) increase in Cash, Cash Equivalents and Restricted Cash			(181,601	)			136,676
Cash, Cash Equivalents and Restricted Cash at Beginning of Year			1,366,908				1,185,307
Cash, Cash Equivalents and Restricted Cash at End of Year			1,185,307				1,321,983

 

- 16 -

(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

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

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

 

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

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

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

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

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

 

- 17 -

Segment information for fiscal 2024 and 2025 is as follows:

 

		Millions of yen
		Fiscal Year ended March 31, 2024
		Corporate Financial Services and Maintenance Leasing				Real Estate				PE Investment and Concession				Environment and Energy				Insurance				Banking and Credit				Aircraft and Ships
Finance revenues			61,428				6,134				6,679				1,478				300				80,653				7,769
Gains on investment securities and dividends			2,626				857				1,207				1,784				0				600				(130	)
Operating leases			266,871				50,205				41,529				79				0				0				48,074
Life insurance premiums and related investment income			0				0				0				0				561,533				0				0
Sales of goods and real estate			3,934				111,013				249,085				3,771				0				0				97
Services income			110,100				303,483				80,668				158,486				2,036				7,321				9,381
Total Segment Revenues			444,959				471,692				379,168				165,598				563,869				88,574				65,191
Interest expense			5,418				3,016				2,978				11,093				14				5,302				11,596
Costs of operating leases			192,850				24,972				26,244				18				0				0				18,853
Life insurance costs			0				0				0				0				433,827				0				0
Costs of goods and real estate sold			3,234				90,931				168,404				2,236				0				0				96
Services expense			58,896				248,195				58,677				110,106				0				6,254				1,783
Other (income) and expense			14,896				722				(2,330	)			(4,633	)			98				(306	)			(3,600	)
Selling, general and administrative expenses			88,621				41,542				89,864				18,670				59,309				32,886				10,345
Provision for credit losses, and write-downs of long-lived assets and securities			960				1,285				366				151				(2	)			4,064				3
Total Segment Expenses			364,875				410,663				344,203				137,641				493,246				48,200				39,076
Equity in Net income (Loss) of equity method investments and others			3,160				6,026				9,002				10,115				203				56,979				18,251
Segment Profits			83,244				67,055				43,967				38,072				70,826				97,353				44,366
Significant non-cash items:
Depreciation and amortization			153,208				18,376				26,644				23,975				17,138				1,821				20,366
Increase in policy liabilities and policy account balances			0				0				0				0				186,193				0				0
Bargain purchase gain			0				0				0				0				0				0				0
Impairment of goodwill and intangible assets			0				0				0				0				0				0				0
Expenditures for long-lived assets			184,794				57,828				20,345				54,959				350				12				174,525
		Millions of yen
		Fiscal Year ended March 31, 2024
		ORIX USA				ORIX Europe				Asia and Australia				Total
Finance revenues			112,545				2,409				70,836				350,231
Gains on investment securities and dividends			6,446				10,711				7,885				31,986
Operating leases			1,225				0				122,624				530,607
Life insurance premiums and related investment income			0				0				0				561,533
Sales of goods and real estate			602				0				425				368,927
Services income			52,608				214,031				23,523				961,637
Total Segment Revenues			173,426				227,151				225,293				2,804,921
Interest expense			47,466				289				35,737				122,909
Costs of operating leases			547				0				90,336				353,820
Life insurance costs			0				0				0				433,827
Costs of goods and real estate sold			310				0				400				265,611
Services expense			4,331				54,224				15,039				557,505
Other (income) and expense			(2,078	)			2,666				(1,490	)			3,945
Selling, general and administrative expenses			85,483				130,496				41,558				598,774
Provision for credit losses, and write-downs of long-lived assets and securities			7,937				217				8,027				23,008
Total Segment Expenses			143,996				187,892				189,607				2,359,399
Equity in Net income (Loss) of equity method investments and others			(1,499	)			2,379				11,383				115,999
Segment Profits			27,931				41,638				47,069				561,521
Significant non-cash items:
Depreciation and amortization			2,872				7,003				87,422				358,825
Increase in policy liabilities and policy account balances			0				0				0				186,193
Bargain purchase gain			0				0				0				0
Impairment of goodwill and intangible assets			0				0				0				0
Expenditures for long-lived assets			184				388				171,184				664,569

 

- 18 -