Form 6-K Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-14856

ORIX Corporation

(Translation of Registrant’s Name into English)

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

(Address of Principal Executive Offices)

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

Form 20-F ☒  Form 40-F ☐

Table of ContentsTable of Contents

SIGNATURES

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

ORIX Corporation

Date: November 8, 2024

By

/s/ Yasuaki Mikami

Yasuaki Mikami

Member of the Board of Directors

Senior Managing Executive Officer

Responsible for Corporate Function Unit

Responsible for Work Style Reform Project

ORIX Corporation

Table of Contents

Consolidated Financial Results

April 1, 2024 - September 30, 2024

November 8, 2024

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

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

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

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

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

JAPAN

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

E-mail: orix_corpcomm@orix.jp

Table of Contents

Consolidated Financial Results from April 1, 2024 to September 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 Six Months Ended September 30, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

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

September 30, 2024

1,403,633 3.2 % 196,972 20.0 % 256,991 39.3 % 182,946 42.8 %

September 30, 2023

1,359,956 (0.4 %) 164,164 8.1 % 184,467 11.0 % 128,100 4.7 %

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥59,896 million for the six months ended September 30, 2024 (year-on-year change was a 80.0% decrease) and ¥298,830 million for the six months ended September 30, 2023 (year-on-year change was a 9.9% 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 six months ended September 30, 2023 have been retrospectively reclassified for this change.

Basic
Earnings Per Share		 Diluted
Earnings Per Share

September 30, 2024

159.42 159.15

September 30, 2023

109.92 109.76
*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

September 30, 2024

16,339,977 3,978,907 3,902,197 23.9 %

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.”

2. Dividends (Unaudited)

First
Quarter-end		 Second
Quarter-end		 Third
Quarter-end		 Year-end Total

March 31, 2024

—  42.80 —  55.80 98.60

March 31, 2025

—  62.17 —  —  — 

March 31, 2025 (Est.)

—  —  —  —  98.60
*Note 4:

Revision from the previously announced dividend forecast: Yes

Regarding the interim dividend for the fiscal year ending March 31, 2025, we have decided the dividend per share of ¥62.17 by applying the dividend payout ratio of 39% to earnings per share for the six months ended September 30, 2024.

For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or ¥98.60 per share and the minimum dividend has been stated in the above table.

The annual dividend will be determined in accordance with the progress to the consolidated earnings forecast which is net income attributable to ORIX Corporation Shareholders of ¥390 billion. We will promptly announce the forecast for the annual dividend as soon as it is updated.

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

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

March 31, 2025

390,000 12.7 %
*Note 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) 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 September 30, 2024, and 1,214,961,054 as of March 31, 2024.

2. The number of treasury stock was 69,962,232 as of September 30, 2024, and 60,748,162 as of March 31, 2024.

3. The average number of outstanding shares was 1,147,474,112 for the six months ended September 30, 2024, and 1,165,399,765 for the six months ended September 30, 2023.

The Company’s shares held through the Board Incentive Plan Trust (3,535,096 shares as of September 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.

* These consolidated financial results from April 1, 2024, to September 30, 2024, are not subject to certified public accountant’s or audit firm’s interim review.

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Six Months Ended September 30, 2024

Six months
ended
September 30, 2023		 Six months
ended
September 30, 2024		 Change
Amount Percent

Total Revenues

(millions of yen) 1,359,956 1,403,633 43,677 3 %

Total Expenses

(millions of yen) 1,195,792 1,206,661 10,869 1 %

Income before Income Taxes

(millions of yen) 184,467 256,991 72,524 39 %

Net Income Attributable to ORIX Corporation Shareholders

(millions of yen) 128,100 182,946 54,846 43 %

Earnings Per Share (Basic)

(yen) 109.92 159.42 49.50 45 %

                   (Diluted)

(yen) 109.76 159.15 49.39 45 %

ROE (Annualized) *1

(%) 7.0 9.3 2.3 — 

ROA (Annualized) *2

(%) 1.65 2.24 0.59 — 
*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 six months ended September 30, 2023 have been retrospectively reclassified for this change.

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

Total revenues for the six months ended September 30, 2024 increased 3% to ¥1,403,633 million compared to ¥1,359,956 million during the same period of the previous fiscal year due to increases in operating leases revenues, sales of goods and real estate and services income, offset by decreases in life insurance premiums and related investment income.

Total expenses increased 1% to ¥1,206,661 million compared to ¥1,195,792 million during the same period of the previous fiscal year due to increases in costs of operating leases, costs of goods and real estate sold, services expense and selling, general and administrative expenses, offset by decreases in life insurance costs.

Equity in net income of equity method investments increased by ¥11,841 million to ¥28,516 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 ¥27,875 million to ¥31,503 million compared to the same period of the previous fiscal year.

Due to the above results, income before income taxes for the six months ended September 30, 2024 increased 39% to ¥256,991 million compared to ¥184,467 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 43% to ¥182,946 million compared to ¥128,100 million during the same period of the previous fiscal year.

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Segment Information

Total segment profits for the six months ended September 30, 2024 increased 29% to ¥287,769 million compared to the same period of the previous fiscal year.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the six months ended September 30, 2023 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 corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the six months ended September 30, 2023 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, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

Segment information for the six months ended September 30, 2024 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

 Six months ended 
September 30, 2023
(millions of yen)		  Six months ended 
September 30, 2024
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

41,373 45,566 4,193 10
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,777,320 1,806,160 28,840 2

Segment profits increased 10% to ¥45,566 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues and an increase in gains on sales of subsidiaries and equity method investments.

Segment assets increased 2% to ¥1,806,160 million compared to the end of the previous fiscal year due to an increase in installment loans.

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

 Six months ended 
September 30, 2023
(millions of yen)		  Six months ended 
September 30, 2024
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

27,510 50,357 22,847 83
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,110,087 1,111,185 1,098 0

Segment profits increased 83% to ¥50,357 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues and an increase in services income.

Segment assets totaled ¥1,111,185 million, remaining relatively unchanged compared to the end of the previous fiscal year.

PE Investment and Concession: Private equity investment; concession

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

9,925 46,997 37,072 374
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,066,647 988,286 (78,361 ) (7 )

Segment profits increased 374% to ¥46,997 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 investees and an increase in equity in net income (loss) of equity method investments.

Segment assets decreased 7% to ¥988,286 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.

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

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

12,128 2,346 (9,782 ) (81 )
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

976,434 1,046,312 69,878 7

Segment profits decreased 81% to ¥2,346 million compared to the same period of the previous fiscal year due to an increase in services expense and in selling, general and administrative expenses, and a decrease in equity in net income (loss) of equity method investments.

Segment assets increased 7% to ¥1,046,312 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

Insurance: Life insurance

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

37,451 40,857 3,406 9
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

2,921,927 2,901,167 (20,760 ) (1 )

Segment profits increased 9% to ¥40,857 million compared to the same period of the previous fiscal year due to a decrease in life insurance costs, offset by a decrease in life insurance premiums and related investment income.

Segment assets decreased 1% to ¥2,901,167 million compared to the end of the previous fiscal year due to a decrease in investment in securities.

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Banking and Credit: Banking; consumer finance

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

16,802 13,107 (3,695 ) (22 )
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

2,934,217 2,921,424 (12,793 ) (0 )

Segment profits decreased 22% to ¥13,107 million compared to the same period of the previous fiscal year due to a decrease in finance revenues as a result of ORIX Credit Corporation becoming an equity method investee due to the partial sale of its shares in the fourth quarter of fiscal 2024.

Segment assets totaled ¥2,921,424 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

18,794 32,011 13,217 70
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,169,641 1,221,976 52,335 4

Segment profits increased 70% to ¥32,011 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues as a result of a new acquisition of a subsidiary in the fourth quarter of fiscal 2024.

Segment assets increased 4% to ¥1,221,976 million compared to the end of the previous fiscal year due to an increase in investment in operating leases, offset by a decrease resulting from foreign exchange effects.

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

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

21,491 16,607 (4,884 ) (23 )
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,694,484 1,540,075 (154,409 ) (9 )

Segment profits decreased 23% to ¥16,607 million compared to the same period of the previous fiscal year due to a decrease in gains on investment securities and dividends and an increase in selling, general and administrative expenses, offset by an increase in gains on sales of subsidiaries and equity method investments.

Segment assets decreased 9% to ¥1,540,075 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects and a decrease in installment loans.

ORIX Europe: Asset management of global equity and fixed income

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

19,536 20,797 1,261 6
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

662,139 662,997 858 0

Segment profits increased 6% to ¥20,797 million compared to the same period of the previous fiscal year due to an increase in services income, offset by an increase in selling, general and administrative expenses.

Segment assets totaled ¥662,997 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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

Six months ended
 September 30, 2023 
(millions of yen)		 Six months ended
 September 30, 2024 
(millions of yen)		 Change
Amount
  (millions of yen)  		   Percent  
(%)

Segment Profits

18,520 19,124 604 3
As of March 31, 2024
(millions of yen)		 As of September 30, 2024
(millions of yen)		 Change
Amount
(millions of yen)		 Percent
(%)

Segment Assets

1,709,233 1,707,973 (1,260 ) (0 )

Segment profits increased 3% to ¥19,124 million compared to the same period of the previous fiscal year due to an increase in operating leases revenues.

Segment assets totaled ¥1,707,973 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

As of March 31,
2024		 As of September 30,
2024		 Change
Amount Percent

Total Assets

(millions of yen) 16,322,100 16,339,977 17,877 0 %

(Segment Assets) *1

16,022,129 15,907,555 (114,574 ) (1 )%

Total Liabilities

(millions of yen) 12,297,490 12,358,564 61,074 0 %

(Short-term and Long-term Debt)

6,200,471 6,239,117 38,646 1 %

(Deposits)

2,245,835 2,295,120 49,285 2 %

Shareholders’ Equity *2

(millions of yen) 3,941,466 3,902,197 (39,269 ) (1 )%

Shareholders’ Equity Per Share *3

(yen) 3,422.94 3,418.59 (4.35 ) (0 )%
*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, and others. As a result, segment data as of the end of fiscal 2024 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 remained relatively unchanged at ¥16,339,977 million compared to the end of the previous fiscal year due to increases in cash and cash equivalents, investment in operating leases and equity method investments, offset by decreases in installment loans, investment in securities and trade notes, accounts and other receivable. In addition, segment assets decreased 1% to ¥15,907,555 million compared to the end of the previous fiscal year.

Total liabilities remained relatively unchanged at ¥12,358,564 million compared to the end of the previous fiscal year due to increases in short-term debt and deposits, offset by decreases in trade notes, accounts and other payable and long-term debt.

Shareholders’ equity decreased 1% to ¥3,902,197 million compared to the end of the previous fiscal year.

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2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets

As of March 31,
2024		 As of September 30,
2024

Cash and Cash Equivalents

1,032,810 1,168,945

Restricted Cash

152,497 134,675

Net Investment in Leases

1,155,023 1,159,348

Installment Loans

3,958,814 3,826,463

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

March 31, 2024

¥129,959 million

September 30, 2024

¥130,873 million

Allowance for Credit Losses

(58,110 ) (53,756 )

Investment in Operating Leases

1,868,574 2,006,000

Investment in Securities

3,263,079 3,185,088

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

March 31, 2024

¥35,696 million

September 30, 2024

¥42,409 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

September 30, 2024

Amortized Cost

¥3,029,912 million

Allowance for Credit Losses

¥(540) million

Property under Facility Operations

689,573 696,139

Equity method investments

1,313,887 1,362,461

Trade Notes, Accounts and Other Receivable

401,368 354,546

Inventories

227,359 216,911

Office Facilities

248,458 245,046

Other Assets

2,068,768 2,038,111

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

March 31, 2024

¥2,786 million

September 30, 2024

¥2,859 million

Total Assets

 16,322,100 16,339,977

Liabilities and Equity

Short-term Debt

574,095 744,478

Deposits

2,245,835 2,295,120

Trade Notes, Accounts and Other Payable

362,504 297,336

Policy Liabilities and Policy Account Balances

1,892,510 1,930,730

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

March 31, 2024

¥167,207 million

September 30, 2024

¥151,331 million

Current and Deferred Income Taxes

570,724 550,235

Long-term Debt

5,626,376 5,494,639

Other Liabilities

1,025,446 1,046,026

Total Liabilities

 12,297,490 12,358,564

Redeemable Noncontrolling Interests

 2,645 2,506

Commitments and Contingent Liabilities

Common Stock

221,111 221,111

Additional Paid-in Capital

233,457 233,955

Retained Earnings

3,259,730 3,378,114

Accumulated Other Comprehensive Income

357,148 234,098

Treasury Stock, at Cost

(129,980 ) (165,081 )

Total ORIX Corporation Shareholders’ Equity

 3,941,466 3,902,197

Noncontrolling Interests

 80,499 76,710

Total Equity

 4,021,965 3,978,907

Total Liabilities and Equity

 16,322,100 16,339,977

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Note: Breakdown of Accumulated Other Comprehensive Income (Loss)

As of March 31,
2024		 As of September 30,
2024

Accumulated Other Comprehensive Income (Loss)

Net unrealized gains (losses) on investment in securities

(250,806 ) (305,550 )

Impact of changes in policy liability discount rate

257,785 260,526

Debt valuation adjustments

84 9

Defined benefit pension plans

9,670 9,145

Foreign currency translation adjustments

324,208 261,985

Net unrealized gains on derivative instruments

16,207 7,983

Total

357,148 234,098

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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

Six months
ended
September 30, 2023		 Six months
ended
September 30, 2024
Revenues :

Finance revenues

171,642 164,734

Gains on investment securities and dividends

10,850 6,550

Operating leases

259,949 310,848

Life insurance premiums and related investment income

285,738 233,808

Sales of goods and real estate

173,800 190,874

Services income

457,977 496,819

Total Revenues

 1,359,956 1,403,633
Expenses :

Interest expense

90,891 83,717

Costs of operating leases

176,894 192,799

Life insurance costs

222,097 166,863

Costs of goods and real estate sold

124,795 139,155

Services expense

267,177 290,952

Other (income) and expense

2,503 10,902

Selling, general and administrative expenses

302,265 314,225

Provision for credit losses

8,616 7,319

Write-downs of long-lived assets

538 506

Write-downs of securities

16 223

Total Expenses

 1,195,792 1,206,661

Operating Income

 164,164 196,972

Equity in Net Income of Equity method investments

16,675 28,516

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

3,628 31,503

Income before Income Taxes

 184,467 256,991

Provision for Income Taxes

53,827 74,862

Net Income

 130,640 182,129

Net Income (Loss) Attributable to the Noncontrolling Interests

 2,502 (973 )

Net Income Attributable to the Redeemable Noncontrolling Interests

 38 156

Net Income Attributable to ORIX Corporation Shareholders

 128,100 182,946
Note:

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 six months ended September 30, 2023 have been retrospectively reclassified for this change.

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

(millions of yen)
Six months
ended
September 30, 2023		 Six months
ended
September 30, 2024

Net Income :

 130,640 182,129

Other comprehensive income (loss), net of tax:

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

(100,412 ) (54,756 )

Impact of changes in policy liability discount rate

110,576 2,741

Net change of debt valuation adjustments

(123 ) (75 )

Net change of defined benefit pension plans

(89 ) (526 )

Net change of foreign currency translation adjustments

163,583 (63,533 )

Net change of unrealized gains (losses) on derivative instruments

2,408 (8,229 )

Total other comprehensive income (loss)

175,943 (124,378 )

Comprehensive Income

 306,583 57,751

Comprehensive Income (Loss) Attributable to the Noncontrolling Interests

 7,553 (2,132 )

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests

 200 (13 )

Comprehensive Income Attributable to ORIX Corporation Shareholders

 298,830 59,896

(4) Assumptions for Going Concern

There is no corresponding item.

(5) Significant Changes in Shareholders’ Equity

There is no corresponding item.

(6) Changes in Accounting Policies

(Adoption of New Accounting Standards)

In March 2023, Accounting Standards Update 2023-02 (“Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”) was issued as the amendments to ASC 323 (“Investments—Equity Method and Joint Ventures”). This update expands the investments eligible to elect to apply the proportional amortization method to tax equity investments in similar tax credit programs other than the low-income housing tax credit (LIHTC). This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company and its subsidiaries adopted this update on April 1, 2024, on a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings as of the fiscal year of adoption. The effects of adopting this update on the Company and its subsidiaries’ financial position at the adoption date were a decrease of ¥157 million in other assets and a decrease of ¥157 million in retained earnings in the consolidated balance sheets.

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(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 interim 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 the performance of the segments based on the amount equivalent to income before income taxes, net income attributable to noncontrolling interests and net income attributable to redeemable noncontrolling interests before the applicable tax effects. Income taxes are not included in segment profits or losses because management evaluates segments’ performance on a pre-tax basis. 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.

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, segment data for the six months ended September 30, 2023 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 corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for the six months ended September 30, 2023 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, and others. As a result, segment data as of the end of fiscal 2024 have been retrospectively reclassified.

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Segment information for the six months ended September 30, 2023 and six months ended September 30, 2024 is as follows:

Millions of yen
Six months ended September 30, 2023
Corporate
Financial
Services and
Maintenance
Leasing		 Real
Estate		 PE
Investment
and
Concession		 Environment
and Energy		 Insurance Banking
and
Credit		 Aircraft
and
Ships

Finance revenues

31,398 3,008 814 720 144 39,630 4,051

Gains on investment securities and dividends

2,167 479 228 (8 ) 0 187 232

Operating leases

132,122 24,289 19,957 40 0 0 21,867

Life insurance premiums and related investment income

0 0 0 0 287,026 0 0

Sales of goods and real estate

2,135 52,514 114,149 1,658 0 0 97

Services income

52,421 139,003 38,128 79,562 1,416 3,111 2,999

Total Segment Revenues

 220,243 219,293 173,276 81,972 288,586 42,928 29,246

Interest expense

2,699 1,427 1,690 5,046 0 2,608 5,089

Costs of operating leases

95,428 12,537 13,352 9 0 0 10,278

Life insurance costs

0 0 0 0 222,032 0 0

Costs of goods and real estate sold

1,681 40,754 79,379 1,005 0 0 97

Services expense

28,361 118,397 26,666 53,908 0 3,436 506

Other (income) and expense

8,326 (301 ) (605 ) 963 (3 ) (276 ) (2,973 )

Selling, general and administrative expenses

43,938 20,611 42,498 9,036 29,105 16,041 4,936

Provision for credit losses, and write-downs of long-lived assets and securities

388 434 191 25 0 4,116 (0 )

Total Segment Expenses

 180,821 193,859 163,171 69,992 251,134 25,925 17,933

Equity in Net income (Loss) of equity method investments and others

1,951 2,076 (180 ) 148 (1 ) (201 ) 7,481

Segment Profits

 41,373 27,510 9,925 12,128 37,451 16,802 18,794

Significant non-cash items:

Depreciation and amortization

75,456 9,118 13,537 13,780 6,159 708 10,602

Increase in policy liabilities and policy account balances

0 0 0 0 100,338 0 0

Expenditures for long-lived assets

88,875 29,607 9,568 26,808 224 4 126,481
Millions of yen
Six months ended September 30, 2023
ORIX USA ORIX
Europe		 Asia and
Australia		 Total

Finance revenues

57,662 1,053 34,208 172,688

Gains on investment securities and dividends

4,591 1,889 375 10,140

Operating leases

699 0 58,496 257,470

Life insurance premiums and related investment income

0 0 0 287,026

Sales of goods and real estate

231 0 153 170,937

Services income

24,554 101,332 11,847 454,373

Total Segment Revenues

 87,737 104,274 105,079 1,352,634

Interest expense

24,363 141 16,225 59,288

Costs of operating leases

104 0 43,447 175,155

Life insurance costs

0 0 0 222,032

Costs of goods and real estate sold

139 0 145 123,200

Services expense

1,535 25,938 7,365 266,112

Other (income) and expense

(1,400 ) (196 ) (1,047 ) 2,488

Selling, general and administrative expenses

41,581 61,258 20,000 289,004

Provision for credit losses, and write-downs of long-lived assets and securities

1,005 0 3,009 9,168

Total Segment Expenses

 67,327 87,141 89,144 1,146,447

Equity in Net income (Loss) of equity method investments and others

1,081 2,403 2,585 17,343

Segment Profits

 21,491 19,536 18,520 223,530

Significant non-cash items:

Depreciation and amortization

1,859 3,221 42,083 176,523

Increase in policy liabilities and policy account balances

0 0 0 100,338

Expenditures for long-lived assets

340 130 89,850 371,887

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Table of Contents
Millions of yen
Six months ended September 30, 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

30,890 2,467 5,978 616 159 28,818 3,333

Gains on investment securities and dividends

1,460 845 586 (8 ) 0 65 139

Operating leases

139,859 37,842 20,605 39 0 0 41,900

Life insurance premiums and related investment income

0 0 0 0 235,014 0 0

Sales of goods and real estate

1,812 61,793 122,384 1,481 0 0 196

Services income

54,783 157,232 31,473 86,834 (1 ) 1,567 5,734

Total Segment Revenues

 228,804 260,179 181,026 88,962 235,172 30,450 51,302

Interest expense

3,278 1,172 1,655 6,211 81 2,745 8,563

Costs of operating leases

98,878 11,941 13,072 9 0 0 17,581

Life insurance costs

0 0 0 0 166,834 0 0

Costs of goods and real estate sold

1,489 49,789 84,951 836 0 0 199

Services expense

29,522 125,059 21,928 65,705 0 4,433 2,151

Other (income) and expense

8,757 703 (449 ) 562 (140 ) 106 (2,543 )

Selling, general and administrative expenses

45,051 20,873 43,194 10,828 27,539 10,635 5,004

Provision for credit losses, and write-downs of long-lived assets and securities

1,060 60 93 238 1 308 (0 )

Total Segment Expenses

 188,035 209,597 164,444 84,389 194,315 18,227 30,955

Equity in Net income (Loss) of equity method investments and others

4,797 (225 ) 30,415 (2,227 ) (0 ) 884 11,664

Segment Profits

 45,566 50,357 46,997 2,346 40,857 13,107 32,011

Significant non-cash items:

Depreciation and amortization

77,763 9,494 12,910 16,713 14,842 326 13,728

Increase in policy liabilities and policy account balances

0 0 0 0 41,053 0 0

Expenditures for long-lived assets

100,876 40,706 7,941 21,293 77 0 174,188
Millions of yen
Six months ended September 30, 2024
ORIX USA ORIX
Europe		 Asia and
Australia		 Total

Finance revenues

53,163 1,990 37,885 165,299

Gains on investment securities and dividends

(280 ) 3,821 (47 ) 6,581

Operating leases

292 0 67,510 308,047

Life insurance premiums and related investment income

0 0 0 235,014

Sales of goods and real estate

235 0 246 188,147

Services income

22,255 120,866 12,016 492,759

Total Segment Revenues

 75,665 126,677 117,610 1,395,847

Interest expense

22,225 373 20,972 67,275

Costs of operating leases

649 0 48,902 191,032

Life insurance costs

0 0 0 166,834

Costs of goods and real estate sold

151 0 229 137,644

Services expense

854 32,629 7,599 289,880

Other (income) and expense

(2,284 ) 4,609 (621 ) 8,700

Selling, general and administrative expenses

45,360 69,026 21,782 299,292

Provision for credit losses, and write-downs of long-lived assets and securities

1,617 115 4,555 8,047

Total Segment Expenses

 68,572 106,752 103,418 1,168,704

Equity in Net income (Loss) of equity method investments and others

9,514 872 4,932 60,626

Segment Profits

 16,607 20,797 19,124 287,769

Significant non-cash items:

Depreciation and amortization

1,736 3,202 47,103 197,817

Increase in policy liabilities and policy account balances

0 0 0 41,053

Expenditures for long-lived assets

878 480 86,152 432,591

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Table of Contents

Segment information as of March 31, 2024 and September 30, 2024 is as follows:

Millions of yen
As of March 31, 2024
Corporate
Financial
Services and
Maintenance
Leasing		 Real Estate PE
Investment
and
Concession		 Environment
and Energy		 Insurance Banking
and Credit		 Aircraft
and Ships

Net investment in leases

567,735 51,978 1,238 3,104 0 0 0

Installment loans

346,840 52 115,629 2,255 11,792 2,378,183 60,468

Investment in operating leases

535,655 278,191 56,286 250 26,876 0 557,867

Investment in securities

36,683 4,036 36,729 571 2,236,495 311,237 11,960

Property under facility operations and servicing assets

17,404 165,387 41,416 453,252 0 0 0

Inventories

928 174,990 47,553 2,463 0 0 733

Advances for finance lease and operating lease

3,400 114,649 5 0 0 0 9,232

Equity method investments

14,984 143,751 118,310 219,018 29,742 43,601 399,061

Advances for property under facility operations

0 8,183 4,466 44,962 0 0 0

Goodwill, intangible assets acquired in business combinations

28,693 52,898 351,202 121,174 4,452 0 19,114

Other assets

224,998 115,972 293,813 129,385 612,570 201,196 111,206

Segment Assets

 1,777,320 1,110,087 1,066,647 976,434 2,921,927 2,934,217 1,169,641
Millions of yen
As of March 31, 2024
ORIX USA ORIX
Europe		 Asia and
Australia		 Total

Net investment in leases

505 0 530,426 1,154,986

Installment loans

699,384 0 343,936 3,958,539

Investment in operating leases

9,858 0 395,573 1,860,556

Investment in securities

509,172 82,568 33,520 3,262,971

Property under facility operations and servicing assets

79,747 0 1,849 759,055

Inventories

159 0 224 227,050

Advances for finance lease and operating lease

0 0 3,017 130,303

Equity method investments

61,415 11,907 271,682 1,313,471

Advances for property under facility operations

0 0 0 57,611

Goodwill, intangible assets acquired in business combinations

176,785 364,773 7,313 1,126,404

Other assets

157,459 202,891 121,693 2,171,183

Segment Assets

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

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Table of Contents
Millions of yen
As of September 30, 2024
Corporate
Financial
Services and
Maintenance
Leasing		 Real Estate PE
Investment
and
Concession		 Environment
and Energy		 Insurance Banking
and Credit		 Aircraft
and Ships

Net investment in leases

561,576 48,277 1,064 2,436 0 0 0

Installment loans

363,951 41 119,949 2,784 11,951 2,368,834 44,765

Investment in operating leases

545,046 315,784 57,463 243 26,742 0 643,430

Investment in securities

29,834 1,623 9,182 577 2,215,325 311,975 11,095

Property under facility operations and servicing assets

17,281 160,902 32,730 473,394 0 0 29

Inventories

621 168,672 42,333 2,701 0 0 1,896

Advances for finance lease and operating lease

3,218 76,221 4 0 0 0 18,062

Equity method investments

14,676 173,186 129,267 246,490 31,818 44,423 375,458

Advances for property under facility operations

0 10,787 113 52,905 0 0 0

Goodwill, intangible assets acquired in business combinations

25,971 51,850 343,976 128,736 4,452 0 29,337

Other assets

243,986 103,842 252,205 136,046 610,879 196,192 97,904

Segment Assets

 1,806,160 1,111,185 988,286 1,046,312 2,901,167 2,921,424 1,221,976
Millions of yen
As of September 30, 2024
ORIX USA ORIX
Europe		 Asia and
Australia		 Total

Net investment in leases

455 0 545,487 1,159,295

Installment loans

596,207 0 317,970 3,826,452

Investment in operating leases

11,486 0 397,101 1,997,295

Investment in securities

484,048 86,924 34,499 3,185,082

Property under facility operations and servicing assets

73,571 0 1,736 759,643

Inventories

212 0 156 216,591

Advances for finance lease and operating lease

0 0 3,864 101,369

Equity method investments

57,845 11,592 277,269 1,362,024

Advances for property under facility operations

0 0 0 63,805

Goodwill, intangible assets acquired in business combinations

165,697 351,985 7,003 1,109,007

Other assets

150,554 212,496 122,888 2,126,992

Segment Assets

 1,540,075 662,997 1,707,973 15,907,555

- 18 -

Table of Contents

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

Millions of yen
Six months ended
September 30, 2023		 Six months ended
September 30, 2024

Segment revenues:

Total revenues for segments

1,352,634 1,395,847

Revenues related to corporate assets

34,142 34,620

Revenues from inter-segment transactions

(26,820 ) (26,834 )

Total consolidated revenues

1,359,956 1,403,633

Segment profits:

Total profits for segments

223,530 287,769

Corporate profits (losses)

(42,011 ) (30,109 )

Net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests

2,948 (669 )

Total consolidated income before income taxes

184,467 256,991

(8) Subsequent Events

There are no material subsequent events.

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Announcement Regarding Interim Dividend and Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2025

TOKYO, Japan — November 8, 2024 — ORIX Corporation (“ORIX”) announced today that its Board of Directors passed a resolution approving the interim dividend, the record date of which is September 30, 2024. The annual dividend forecast for the fiscal year ending March 31, 2025 is also included in this announcement as below.

Interim Dividend Detail for the Fiscal Year Ending March 31, 2025

Regarding the interim dividend for the fiscal year ending March 31, 2025, we have decided a dividend per share of 62.17 yen based on the dividend policy announced on May 8, 2024.

Amount Decided Previously Announced
Dividend Forecast		 Interim Dividend Paid
for the Fiscal Year
Ended March 31, 2024

Record Date

September 30, 2024 September 30, 2024 September 30, 2023

Dividend Per Share

62.17 yen*1 49.30 yen*2 42.80 yen

Total Dividend Amount

71,185million yen — 49,691 million yen

Effective Date

December 9, 2024 — December 7, 2023

Source of Dividend

Retained earnings — Retained earnings
*1

The dividend payout ratio of 39% is applied to earnings per share for the six months ended September 30, 2024.

*2

For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or 98.60 yen per share. The above table shows the interim dividend of 49.30 yen per share, which is 50% of the minimum annual dividend per share of 98.60 yen.

Year-end Dividend Forecast for the Fiscal Year Ending March 31, 2025

The year-end dividend for the fiscal year ending March 31, 2025 is forecasted as “—”.

Dividend Per Share
Interim
(restated)		 Fiscal Year-End Total

Dividend Forecast

— —*3 98.60 yen*3

Dividend Paid for the Fiscal Year Ending March 31, 2025

62.17 yen —   —

Previously Announced Dividend Forecast

49.30 yen 49.30 yen 98.60 yen*3
*3

For the fiscal year ending March 31, 2025, the annual dividend is at the higher of either payout ratio of 39% or 98.60 yen per share and the minimum dividend has been stated in the above table. The annual dividend will be determined in accordance with the progress to the consolidated earnings forecast which is net income attributable to ORIX Corporation Shareholders of 390 billion yen. We will promptly announce the forecast for the annual dividend as soon as it is updated.

Table of Contents

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX Group:

ORIX Group (ORIX Corporation TSE: 8591; NYSE: IX) was established in 1964 and has grown from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is active around the world in financing and investment, life insurance, banking, asset management, real estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and now operates in around 30 countries and regions across the world with approximately 34,000 people. ORIX Group unites globally around its Purpose: “Finding Paths. Making Impact.” combining diverse expertise and innovative thinking to help our world develop in a sustainable way.

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

(As of March 31, 2024)

Caution Concerning Forward Looking Statements:

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

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ORIX Corporation published this content on November 08, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 08, 2024 at 11:42:26.667.