Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 August 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 ☐

 

 

 

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Material Contained in this Report

 

1.		ORIX’s First Quarter Consolidated Financial Results (April 1, 2024 –June 30, 2024) filed with the Tokyo Stock Exchange on Monday, August 5, 2024.
2.		“Notice regarding Share Repurchase Status”

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SIGNATURES

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

 

		ORIX Corporation
Date : August 5, 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

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Consolidated Financial Results

April 1, 2024 - June 30, 2024

 

 

August 5, 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: [phone] Fax: [phone]

E-mail: [e-mail]

 

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Consolidated Financial Results from April 1, 2024 to June 30, 2024

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

 

Corporate Name:		ORIX Corporation
Listed Exchanges:		Tokyo Stock Exchange (Securities No. 8591)
		New York Stock Exchange (Trading Symbol : IX)
Head Office:		Tokyo JAPAN
		Tel: [phone]
		(URL https://www.orix.co.jp/grp/en/ir/)

1. Performance Highlights as of and for the Three Months Ended June 30, 2024

(1) Performance Highlights - Operating Results (Unaudited)

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

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

 

*Note 1:

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

 

		Basic Earnings Per Share				Diluted Earnings Per Share
June 30, 2024			75.40				75.28
June 30, 2023			53.87				53.80

 

*Note 2:

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

(2) Performance Highlights - Financial Position (Unaudited)

 

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

 

*Note 3:

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

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

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			—				—				—				—				—
March 31, 2025 (Est.)			—				49.30				—				49.30				98.60

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 4:

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 June 30, 2024, and 1,214,961,054 as of March 31, 2024.

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

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

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

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

 

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1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Three Months Ended June 30, 2024

 

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

 

*Note 1:

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

*Note 2:

ROA is calculated based on “Net Income Attributable to ORIX Corporation Shareholders.”

*Note 3:

The presentation of equity method investment has been changed since the fourth quarter of fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the first quarter of fiscal 2024 have been retrospectively reclassified for this change.

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

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

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

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

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

 

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Segment Information

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

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

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

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

Segment information for the first consolidated period is as follows:

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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			20,425				19,797				(628)				(3)
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,777,320				1,778,938				1,618				0

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

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

 

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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			10,276				13,954				3,678				36
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,110,087				1,098,352				(11,735	)			(1	)

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

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

PE Investment and Concession: Private equity investment; concession

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			5,772				32,027				26,255				455
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,066,647				967,177				(99,470	)			(9)

Segment profits increased 455% to ¥32,027 million compared to the same period of the previous fiscal year due to an increase in gains on sales of subsidiaries and equity method investments resulting from the sale of certain investees.

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

 

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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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			4,982				(482	)			(5,464	)			0
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			976,434				1,015,383				38,949				4

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

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

Insurance: Life insurance

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			19,423				21,944				2,521				13
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			2,921,927				2,884,353				(37,574)				(1	)

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

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

 

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Banking and Credit: Banking; consumer finance

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			8,356				6,398				(1,958	)			(23	)
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			2,934,217				2,876,149				(58,068	)			(2	)

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

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

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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			7,617				11,764				4,147				54
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,169,641				1,304,929				135,288				12

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

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

 

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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			12,212				11,835				(377	)			(3	)
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,694,484				1,767,645				73,161				4

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

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

ORIX Europe: Asset management of global equity and fixed income

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			7,134				11,154				4,020				56
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			662,139				702,894				40,755				6

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

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

 

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

 

		Three months ended  June 30, 2023 (millions of yen)				Three months ended  June 30, 2024 (millions of yen)				Change
										Amount   (millions of yen)				Percent   (%)
Segment Profits			10,918				8,883				(2,035)				(19)
		As of March 31, 2024 (millions of yen)				As of June 30, 2024 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			1,709,233				1,802,887				93,654				5

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

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

 

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(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

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

 

*Note 1:

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

*Note 2:

“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity” based on U.S. GAAP.

*Note 3:

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

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

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

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

 

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2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets				As of March 31, 2024				As of June 30, 2024
Cash and Cash Equivalents					1,032,810				992,751
Restricted Cash					152,497				163,934
Net Investment in Leases					1,155,023				1,187,951
Installment Loans					3,958,814				3,893,468
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥129,959 million
June 30, 2024		¥127,444 million
Allowance for Credit Losses					(58,110	)			(57,890	)
Investment in Operating Leases					1,868,574				2,032,699
Investment in Securities					3,263,079				3,248,011
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥35,696 million
June 30, 2024		¥41,976 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2024
Amortized Cost		¥3,015,940 million
Allowance for Credit Losses		¥(634) million
June 30, 2024
Amortized Cost		¥3,087,710 million
Allowance for Credit Losses		¥(535) million
Property under Facility Operations					689,573				692,416
Equity method investments					1,313,887				1,385,876
Trade Notes, Accounts and Other Receivable					401,368				382,039
Inventories					227,359				217,408
Office Facilities					248,458				258,345
Other Assets					2,068,768				2,105,355
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥2,786 million
June 30, 2024		¥2,495 million
Total Assets					16,322,100				16,502,363
Liabilities and Equity
Short-term Debt					574,095				642,066
Deposits					2,245,835				2,192,251
Trade Notes, Accounts and Other Payable					362,504				323,106
Policy Liabilities and Policy Account Balances					1,892,510				1,840,773
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2024		¥167,207 million
June 30, 2024		¥163,067 million
Current and Deferred Income Taxes					570,724				544,005
Long-term Debt					5,626,376				5,743,517
Other Liabilities					1,025,446				1,057,366
Total Liabilities					12,297,490				12,343,084
Redeemable Noncontrolling Interests					2,645				2,985
Commitments and Contingent Liabilities
Common Stock					221,111				221,111
Additional Paid-in Capital					233,457				233,753
Retained Earnings					3,259,730				3,281,903
Accumulated Other Comprehensive Income					357,148				477,528
Treasury Stock, at Cost					(129,980	)			(140,652	)
Total ORIX Corporation Shareholders’ Equity					3,941,466				4,073,643
Noncontrolling Interests					80,499				82,651
Total Equity					4,021,965				4,156,294
Total Liabilities and Equity					16,322,100				16,502,363

 

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Note: Breakdown of Accumulated Other Comprehensive Income

 

		As of March 31, 2024				As of June 30, 2024
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities			(250,806	)			(330,896	)
Impact of changes in policy liability discount rate			257,785				334,424
Debt valuation adjustments			84				526
Defined benefit pension plans			9,670				9,716
Foreign currency translation adjustments			324,208				447,415
Net unrealized gains on derivative instruments			16,207				16,343
Total			357,148				477,528

 

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(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

		Three months ended June 30, 2023				Three months ended June 30, 2024
Revenues :
Finance revenues			85,405				83,007
Gains on investment securities and dividends			7,778				3,287
Operating leases			122,000				141,786
Life insurance premiums and related investment income			152,518				144,409
Sales of goods and real estate			91,660				100,917
Services income			217,437				234,733
Total Revenues			676,798				708,139
Expenses :
Interest expense			43,081				45,006
Costs of operating leases			85,625				93,381
Life insurance costs			119,720				110,112
Costs of goods and real estate sold			64,827				72,768
Services expense			127,127				136,860
Other (income) and expense			3,534				4,876
Selling, general and administrative expenses			146,786				156,284
Provision for credit losses			2,992				2,498
Write-downs of long-lived assets			86				88
Write-downs of securities			16				0
Total Expenses			593,794				621,873
Operating Income			83,004				86,266
Equity in Net Income of Equity method investments			5,433				7,756
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net			955				26,147
Income before Income Taxes			89,392				120,169
Provision for Income Taxes			25,235				35,005
Net Income			64,157				85,164
Net Income (Loss) Attributable to the Noncontrolling Interests			1,177				(1,652	)
Net Income Attributable to the Redeemable Noncontrolling Interests			14				81
Net Income Attributable to ORIX Corporation Shareholders			62,966				86,735

 

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 first quarter of fiscal 2024 have been retrospectively reclassified for this change.

 

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

 

		(millions of yen)
		Three months ended June 30, 2023				Three months ended June 30, 2024
Net Income :			64,157				85,164
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities			(1,150	)			(80,105	)
Impact of changes in policy liability discount rate			4,519				76,639
Net change of debt valuation adjustments			(44	)			442
Net change of defined benefit pension plans			147				46
Net change of foreign currency translation adjustments			99,318				126,833
Net change of unrealized gains (losses) on derivative instruments			(1,986	)			270
Total other comprehensive income			100,804				124,125
Comprehensive Income			164,961				209,289
Comprehensive Income Attributable to the Noncontrolling Interests			4,936				1,935
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests			112				239
Comprehensive Income Attributable to ORIX Corporation Shareholders			159,913				207,115

(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 quarterly 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 first quarter of fiscal 2024 have been retrospectively reclassified.

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

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

 

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Financial information of the segments for the three months ended June 30, 2023 and three months ended June 30, 2024 is as follows:

 

		Millions of yen
		Three months ended June 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			16,437				1,636				315				365				74				19,482				1,971
Gains on investment securities and dividends			1,319				393				114				(8	)			0				214				(47	)
Operating leases			64,860				8,583				9,926				20				0				0				9,341
Life insurance premiums and related investment income			0				0				0				0				153,044				0				0
Sales of goods and real estate			1,200				32,769				55,413				805				0				0				35
Services income			25,830				63,000				20,679				35,934				663				1,502				1,487
Total Segment Revenues			109,646				106,381				86,447				37,116				153,781				21,198				12,787
Interest expense			1,334				686				843				2,086				0				1,265				2,041
Costs of operating leases			46,995				6,321				6,666				5				0				0				3,918
Life insurance costs			0				0				0				0				119,718				0				0
Costs of goods and real estate sold			964				23,257				39,261				457				0				0				36
Services expense			14,353				55,529				14,614				23,439				0				1,853				133
Other (income) and expense			4,113				270				(307	)			217				(2	)			(172	)			(610	)
Selling, general and administrative expenses			22,329				10,239				18,433				4,495				14,641				7,763				2,506
Provision for credit losses, and write-downs of long-lived assets and securities			29				74				13				(1	)			0				2,078				(0	)
Total Segment Expenses			90,117				96,376				79,523				30,698				134,357				12,787				8,024
Equity in Net income (Loss) of equity method investments and others			896				271				(1,152	)			(1,436	)			(1	)			(55	)			2,854
Segment Profits			20,425				10,276				5,772				4,982				19,423				8,356				7,617
Depreciation and amortization			37,654				4,550				6,689				6,656				1,988				341				4,026
Increase (Decrease) in policy liabilities and policy account balances			0				0				0				0				55,635				0				0
Expenditures for long-lived assets			42,775				14,356				5,312				16,535				0				0				58,056
		Millions of yen
		Three months ended June 30, 2023
		ORIX USA				ORIX Europe				Asia and Australia				Total
Finance revenues			28,715				457				16,501				85,953
Gains on investment securities and dividends			2,596				2,259				565				7,405
Operating leases			94				0				28,193				121,017
Life insurance premiums and related investment income			0				0				0				153,044
Sales of goods and real estate			34				0				143				90,399
Services income			11,523				48,996				5,694				215,308
Total Segment Revenues			42,962				51,712				51,096				673,126
Interest expense			12,131				70				7,475				27,931
Costs of operating leases			47				0				20,840				84,792
Life insurance costs			0				0				0				119,718
Costs of goods and real estate sold			47				0				136				64,158
Services expense			626				12,573				3,473				126,593
Other (income) and expense			(711	)			778				(423	)			3,153
Selling, general and administrative expenses			20,624				30,916				9,529				141,475
Provision for credit losses, and write-downs of long-lived assets and securities			(316	)			0				1,216				3,093
Total Segment Expenses			32,448				44,337				42,246				570,913
Equity in Net income (Loss) of equity method investments and others			1,698				(241	)			2,068				4,902
Segment Profits			12,212				7,134				10,918				107,115
Depreciation and amortization			895				1,646				20,133				84,578
Increase (Decrease) in policy liabilities and policy account balances			0				0				0				55,635
Expenditures for long-lived assets			0				0				43,558				180,592

 

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		Millions of yen
		Three months ended June 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			15,219				1,263				2,966				294				84				14,129				1,807
Gains on investment securities and dividends			1,277				143				331				(10	)			0				131				8
Operating leases			68,382				13,551				10,343				20				0				0				14,695
Life insurance premiums and related investment income			0				0				0				0				144,946				0				0
Sales of goods and real estate			881				33,275				64,185				701				0				0				59
Services income			26,698				69,111				16,121				37,593				(1	)			638				2,383
Total Segment Revenues			112,457				117,343				93,946				38,598				145,029				14,898				18,952
Interest expense			1,572				575				817				3,113				28				1,310				3,345
Costs of operating leases			48,810				6,087				6,544				5				0				0				6,180
Life insurance costs			0				0				0				0				109,328				0				0
Costs of goods and real estate sold			725				25,939				44,658				389				0				0				59
Services expense			14,733				59,750				11,169				27,155				0				2,385				480
Other (income) and expense			4,294				266				(114	)			175				(33	)			(86	)			(102	)
Selling, general and administrative expenses			22,790				10,853				21,015				5,205				13,761				5,355				2,516
Provision for credit losses, and write-downs of long-lived assets and securities			176				(28	)			39				22				1				119				(0	)
Total Segment Expenses			93,100				103,442				84,128				36,064				123,085				9,083				12,478
Equity in Net income (Loss) of equity method investments and others			440				53				22,209				(3,016	)			(0	)			583				5,290
Segment Profits			19,797				13,954				32,027				(482	)			21,944				6,398				11,764
Depreciation and amortization			38,793				4,741				6,574				8,018				2,339				193				5,385
Increase (Decrease) in policy liabilities and policy account balances			0				0				0				0				(51,737	)			0				0
Expenditures for long-lived assets			47,087				24,905				4,406				8,834				0				0				82,218
		Millions of yen
		Three months ended June 30, 2024
		ORIX USA				ORIX Europe				Asia and Australia				Total
Finance revenues			27,504				801				19,212				83,279
Gains on investment securities and dividends			153				1,164				116				3,313
Operating leases			139				0				33,373				140,503
Life insurance premiums and related investment income			0				0				0				144,946
Sales of goods and real estate			172				0				217				99,490
Services income			11,619				62,137				6,682				232,981
Total Segment Revenues			39,587				64,102				59,600				704,512
Interest expense			11,684				193				10,746				33,383
Costs of operating leases			273				0				24,544				92,443
Life insurance costs			0				0				0				109,328
Costs of goods and real estate sold			92				0				197				72,059
Services expense			541				16,255				4,138				136,606
Other (income) and expense			(889	)			2,954				(379	)			6,086
Selling, general and administrative expenses			23,471				34,239				10,974				150,179
Provision for credit losses, and write-downs of long-lived assets and securities			306				0				1,950				2,585
Total Segment Expenses			35,478				53,641				52,170				602,669
Equity in Net income (Loss) of equity method investments and others			7,726				693				1,453				35,431
Segment Profits			11,835				11,154				8,883				137,274
Depreciation and amortization			908				1,690				23,915				92,556
Increase (Decrease) in policy liabilities and policy account balances			0				0				0				(51,737	)
Expenditures for long-lived assets			225				0				41,939				209,614

 

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Segment assets information as of March 31, 2024 and June 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
Long-lived assets			516,852				565,868				95,769				498,461				26,590				0				565,846
		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
Long-lived assets			9,841				0				384,477				2,663,704

 

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		Millions of yen
		As of June 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			563,901				50,558				1,186				2,835				0				0				0
Installment loans			347,392				47				117,472				2,407				11,954				2,306,184				55,491
Investment in operating leases			537,315				317,510				57,483				245				26,865				0				652,979
Investment in securities			30,044				1,750				6,982				590				2,231,121				312,328				12,418
Property under facility operations and servicing assets			17,485				163,274				32,820				466,742				0				0				0
Inventories			1,066				171,235				39,147				4,154				0				0				862
Advances for finance lease and operating lease			3,347				80,784				9				0				0				0				11,982
Equity method investments			14,740				147,873				122,029				229,649				31,676				44,360				428,566
Advances for property under facility operations			0				9,810				71				44,179				0				0				0
Goodwill, intangible assets acquired in business combinations			28,497				52,374				339,591				124,183				4,452				0				22,339
Other assets			235,151				103,137				250,387				140,399				578,285				213,277				120,292
Segment Assets			1,778,938				1,098,352				967,177				1,015,383				2,884,353				2,876,149				1,304,929
Long-lived assets			518,912				570,566				84,178				511,164				26,445				0				662,530
		Millions of yen
		As of June 30, 2024
		ORIX USA				ORIX Europe				Asia and Australia				Total
Net investment in leases			525				0				568,904				1,187,909
Installment loans			699,812				0				352,699				3,893,458
Investment in operating leases			10,657				0				420,833				2,023,887
Investment in securities			524,939				92,172				35,564				3,247,908
Property under facility operations and servicing assets			83,972				0				1,940				766,233
Inventories			206				0				306				216,976
Advances for finance lease and operating lease			0				0				3,512				99,634
Equity method investments			66,470				12,940				287,156				1,385,459
Advances for property under facility operations			0				0				0				54,060
Goodwill, intangible assets acquired in business combinations			187,495				381,708				7,749				1,148,388
Other assets			193,569				216,074				124,224				2,174,795
Segment Assets			1,767,645				702,894				1,802,887				16,198,707
Long-lived assets			10,666				0				408,508				2,792,969

 

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

 

		Millions of yen
		Three months ended June 30, 2023				Three months ended June 30, 2024
Segment revenues:
Total revenues for segments			673,126				704,512
Revenues related to corporate assets			16,895				17,455
Revenues from inter-segment transactions			(13,223	)			(13,828	)
Total consolidated revenues			676,798				708,139
Segment profits:
Total profits for segments			107,115				137,274
Corporate profits (losses)			(19,196	)			(15,557	)
Net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests			1,473				(1,548	)
Total consolidated income before income taxes			89,392				120,169

(8) Cash flow information (Unaudited)

ORIX Group does not prepare the consolidated statements of cash flows for the three months ended June 30, 2024. Depreciation and amortization for the three months ended June 30, 2023 and 2024 were ¥85,396 million and ¥93,907 million, respectively.

(9) Subsequent Events

There are no material subsequent events.

 

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Notice regarding Share Repurchase Status

TOKYO, Japan — August 5, 2024 — ORIX Corporation announced today the status regarding its share repurchase pursuant to the provisions of its Articles of Incorporation and Article 459, Paragraph 1 of the Companies Act, which was resolved at its Board of Directors meeting held on May 8, 2024, as follows.

 

1.  Class of shares repurchased		Common shares
2.  Total number of shares repurchased		2,133,700 shares
3.  Total purchase price of shares repurchased		JPY 7,776,958,100
4.  Repurchase Period		From July 1, 2024 to July 31, 2024
5.  Method of share repurchase		Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(Reference)

1.  Details of the resolution reached at the Board of Directors meeting held on May 8, 2024
(1)   Class of shares to be repurchased		Common shares
(2)   Total number of shares to be repurchased		Up to 40,000,000 shares
		(approx.3.5% of the total outstanding shares (excluding treasury shares))
(3)   Total purchase price of shares to be repurchased		Up to 50 billion yen
(4)   Repurchase Period		From May 15, 2024 to March 31, 2025
(5)   Method of share repurchase		Market purchases based on the discretionary dealing contract regarding repurchase of own shares
2.  Cumulative number of shares repurchased based on the above resolution at the Board of Directors Meeting (as of July 31, 2024)
(1)   Total number of shares repurchased		5,271,800 shares
(2)   Total purchase price of shares repurchased		JPY 18,448,621,700

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: [phone]

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)

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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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