[PART I](index=5&type=section&id=PART%20I) This section provides an overview of ORIX's key financial data, risk factors, corporate information, and operational review [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section presents ORIX's selected consolidated financial data for the past five fiscal years and details a comprehensive list of risk factors [Selected Financial Data](index=5&type=section&id=SELECTED%20FINANCIAL%20DATA) ORIX Corporation's net income attributable to shareholders increased to **¥351.6 billion** in fiscal 2025 from **¥346.1 billion** in fiscal 2024, with total assets growing to **¥16,866 billion** and an ROE of **8.8%** Selected Consolidated Financial Data (FY2021-FY2025) | Indicator | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues (¥M)** | 2,292,357 | 2,508,043 | 2,663,659 | 2,814,361 | 2,874,821 | | **Net Income Attributable to ORIX Shareholders (¥M)** | 192,384 | 317,376 | 290,340 | 346,132 | 351,630 | | **Total Assets (¥M)** | 13,563,082 | 14,280,684 | 15,289,385 | 16,322,100 | 16,866,251 | | **ORIX Corporation Shareholders' Equity (¥M)** | 3,028,456 | 3,304,196 | 3,543,607 | 3,941,466 | 4,089,782 | | **Basic EPS (¥)** | 155.54 | 263.72 | 245.98 | 298.55 | 307.74 | | **Dividends per Share (¥)** | 78.00 | 85.60 | 85.60 | 98.60 | 120.01 | | **ROE (%)** | 6.4 | 10.0 | 8.5 | 9.2 | 8.8 | | **ROA (%)** | 1.44 | 2.28 | 1.96 | 2.19 | 2.12 | - Non-performing net investment in leases and installment loans increased to **¥163,322 million** as of March 31, 2025, up from **¥109,381 million** a year prior[30](index=30&type=chunk) [Risk Factors](index=8&type=section&id=RISK%20FACTORS) The company identifies numerous risks that could adversely affect its business, categorized by external environment, credit, business, market, liquidity, compliance, legal, information/cybersecurity, operational, and risks related to holding the company's shares and ADRs - The company's business is exposed to global economic weakness, political turmoil (including the second Trump presidency and ongoing conflicts), and competition, which could adversely affect financial results[35](index=35&type=chunk)[37](index=37&type=chunk) - Climate change presents both physical risks (e.g., damage to facilities from weather events) and transition risks (e.g., stricter environmental regulations, stranded assets), with ORIX supporting the TCFD framework and setting goals to reduce GHG emissions[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Business risks include those from expansion, acquisitions, and joint ventures, which may expose the company to new, complex risks and potential write-downs of goodwill, alongside volatility of asset values including real estate, aircraft, and ships[49](index=49&type=chunk)[53](index=53&type=chunk) - Market risks stem from changes in interest rates and currency exchange rates, which can affect funding costs, asset credit quality, and overseas investment values, despite the company's use of derivatives for hedging[59](index=59&type=chunk)[63](index=63&type=chunk) - Liquidity risk is a key concern, as a downgrade in credit ratings could increase interest expenses and limit access to funding from banks and capital markets[70](index=70&type=chunk) - The company faces significant information and cybersecurity risks, including data leakage from cyber-attacks and business interruptions from system failures, with geopolitical tensions increasing the risk of state-sponsored attacks[78](index=78&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - U.S. investors face the risk that ORIX may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences, such as gains being treated as ordinary income and subject to interest charges[96](index=96&type=chunk) [Information on the Company](index=18&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details ORIX's corporate history, strategic direction, sustainability initiatives, a breakdown of its ten business segments, and the extensive business regulations governing its diverse activities [Corporate History](index=18&type=section&id=CORPORATE%20HISTORY) ORIX was established in 1964 as Orient Leasing Co., Ltd. and has since evolved into a diversified financial services group through strategic expansions and acquisitions into various sectors globally - Established in April 1964 as Orient Leasing Co., Ltd. and changed its name to ORIX Corporation in 1989 to reflect its diversification beyond leasing[103](index=103&type=chunk)[108](index=108&type=chunk) - Expanded into various sectors through key acquisitions, including entering the life insurance business (1991), banking (1998), global asset management with Robeco (2013, now ORIX Corporation Europe), and renewable energy with Elawan (2021)[109](index=109&type=chunk)[113](index=113&type=chunk)[116](index=116&type=chunk) - In March 2024, ORIX sold a **66% stake** in ORIX Credit to NTT DoCoMo, Inc., after which ORIX Credit was renamed DOCOMO Finance, Inc. in April 2025[116](index=116&type=chunk) [Strategy](index=20&type=section&id=STRATEGY) ORIX's strategy is guided by its purpose, "Finding Paths. Making Impact," focusing on "Alternative Investment & Operations" and "Business Solutions" to achieve growth, with a dividend policy aiming for the higher of a **39% payout ratio** or the previous year's dividend - The company's purpose is "Finding Paths. Making Impact," executed through a culture that values diversity, challenge, and change[119](index=119&type=chunk)[130](index=130&type=chunk) Target Performance Indicators (FY2023-FY2025) | Indicator | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | **Net income attributable to ORIX Corporation shareholders (¥M)** | 290,340 | 346,132 | 351,630 | | **ROE (%)** | 8.5 | 9.2 | 8.8 | - Shareholder return policy is based on a dividend distribution of "the higher value of a payout ratio of **39%** or the result for the previous fiscal year," supplemented by flexible stock buybacks[126](index=126&type=chunk) - Major corporate agendas include promoting sustainability, enhancing risk management, strengthening information security, and promoting digital transformation[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Sustainability at ORIX and Our Initiatives](index=21&type=section&id=Sustainability%20at%20ORIX%20and%20Our%20Initiatives) ORIX's sustainability efforts are managed at both corporate and business unit levels, overseen by a Sustainability Committee, with ESG goals linked to executive compensation and key targets for GHG emissions reduction and board diversity - Sustainability governance is structured at two levels: corporate (Group-wide) led by the Sustainability Committee and business unit level led by unit heads[140](index=140&type=chunk)[141](index=141&type=chunk) - Executive compensation is linked to ESG initiatives, with progress on key ESG goals added as a quantitative evaluation item for senior executive officers starting in fiscal 2024[142](index=142&type=chunk) - The Investment and Credit Committee (ICC) uses a proprietary 'Sustainable Investing and Lending Checklist' to screen potential transactions from an ESG perspective[143](index=143&type=chunk) - Key sustainability goals established in November 2021 include reducing GHG emissions, increasing the ratio of outside and female directors, and increasing the ratio of female management positions[156](index=156&type=chunk) [Profile of Business by Segment](index=28&type=section&id=PROFILE%20OF%20BUSINESS%20BY%20SEGMENT) ORIX organizes its business into ten segments, with total segment profits of **¥544.7 billion** in fiscal year 2025, driven by a significant profit increase in PE Investment and Concession, while Environment and Energy and Banking and Credit experienced declines Segment Profits (FY2023-FY2025) | Segment | 2023 (¥M) | 2024 (¥M) | 2025 (¥M) | | :--- | :--- | :--- | :--- | | **Corporate Financial Services and Maintenance Leasing** | 76,739 | 83,244 | 90,329 | | **Real Estate** | 52,532 | 67,055 | 70,541 | | **PE Investment and Concession** | 3,159 | 43,967 | 98,872 | | **Environment and Energy** | 37,173 | 38,072 | (4,923) | | **Insurance** | 63,344 | 70,826 | 74,399 | | **Banking and Credit** | 38,127 | 97,353 | 29,291 | | **Aircraft and Ships** | 30,486 | 44,366 | 67,420 | | **ORIX USA** | 58,608 | 27,931 | 39,915 | | **ORIX Europe** | 44,486 | 41,638 | 44,373 | | **Asia and Australia** | 43,856 | 47,069 | 34,451 | | **Total segment profits** | **448,510** | **561,521** | **544,668** | - The ten business segments are: Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Environment and Energy, Insurance, Banking and Credit, Aircraft and Ships, ORIX USA, ORIX Europe, and Asia and Australia[189](index=189&type=chunk) [Business Regulation](index=33&type=section&id=BUSINESS%20REGULATION) ORIX Group's diverse operations are subject to a wide range of laws and regulatory oversight in Japan and internationally, including financial, real estate, and banking regulations from agencies like the FSA, SEC, FINRA, AFM, and DNB - In Japan, ORIX is subject to regulations including the Moneylending Business Act, Financial Instruments and Exchange Act, Insurance Business Act, and Banking Act, with oversight from the Financial Services Agency (FSA)[233](index=233&type=chunk)[235](index=235&type=chunk)[243](index=243&type=chunk) - The ORIX USA segment is extensively regulated in the United States, with subsidiaries registered as investment advisers with the SEC, a broker-dealer with FINRA, and compliance requirements from housing agencies like Fannie Mae and Freddie Mac[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) - The ORIX Europe segment is subject to European financial regulations such as AIFMD, UCITS, and MiFID, with oversight from authorities like the Dutch AFM and DNB, while its U.S. subsidiaries are regulated by the SEC and CFTC, and other entities are regulated in Switzerland, the UK, and Asia[256](index=256&type=chunk)[257](index=257&type=chunk) [Operating and Financial Review and Prospects](index=39&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides a detailed analysis of ORIX's financial performance and condition, covering year-over-year results, liquidity, capital resources, cash flows, critical accounting policies, and risk management across its ten business segments [Overview](index=39&type=section&id=OVERVIEW) ORIX's financial strategy focuses on maintaining a high ratio of long-term, diversified funding and appropriate liquidity, aiming to preserve its A-level credit ratings, with fiscal 2025 net income attributable to shareholders increasing **2%** to **¥351.6 billion** and an ROE of **8.8%** - The company's funding strategy prioritizes a high ratio of long-term funds, diversified sources, and staggered repayment periods to ensure stability and manage liquidity risk[270](index=270&type=chunk) - ORIX holds investment-grade credit ratings from major agencies, including "A3" from Moody's and "A-" from Fitch, which are crucial for its funding activities[272](index=272&type=chunk) Fiscal 2025 Performance Highlights | Metric | Value | | :--- | :--- | | Net Income Attributable to ORIX Shareholders | ¥351.6 billion (+2% YoY) | | ROE | 8.8% | [Results of Operations](index=40&type=section&id=RESULTS%20OF%20OPERATIONS) This sub-section provides a detailed comparative analysis of ORIX's financial performance for fiscal years 2025 vs. 2024 and 2024 vs. 2023, detailing revenues, profits, and assets across its ten operating segments, and reviewing asset quality and credit loss allowances FY2025 vs FY2024 Performance Summary | Metric (Millions of yen) | FY 2024 | FY 2025 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | 2,814,361 | 2,874,821 | 2% | | **Total Expenses** | 2,453,648 | 2,542,995 | 4% | | **Income before Income Taxes** | 469,975 | 480,463 | 2% | | **Net Income Attributable to ORIX Shareholders** | 346,132 | 351,630 | 2% | FY2024 vs FY2023 Performance Summary | Metric (Millions of yen) | FY 2023 | FY 2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | 2,663,659 | 2,814,361 | 6% | | **Total Expenses** | 2,327,736 | 2,453,648 | 5% | | **Income before Income Taxes** | 392,178 | 469,975 | 20% | | **Net Income Attributable to ORIX Shareholders** | 290,340 | 346,132 | 19% | - In FY2025, total segment profits decreased **3%** to **¥544.7 billion**, driven by lower profits in Environment and Energy, Banking and Credit, and Asia and Australia, despite gains in other segments like PE Investment and Concession[276](index=276&type=chunk)[305](index=305&type=chunk) - In FY2024, total segment profits increased **25%** to **¥561.5 billion**, largely due to a significant profit increase in the Banking and Credit segment from the partial sale of ORIX Credit, and strong performance in the PE Investment and Concession segment[416](index=416&type=chunk)[433](index=433&type=chunk) [Liquidity and Capital Resources](index=98&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) ORIX manages liquidity by diversifying funding sources, extending debt maturities, and maintaining adequate cash reserves and committed credit lines, with total debt at **¥6,282.8 billion** and deposits at **¥2,449.8 billion** as of March 31, 2025 - The company's funding policy emphasizes procurement stability through diversified methods (borrowings, capital markets, securitization) and reducing liquidity risk by extending borrowing terms and staggering repayment periods[519](index=519&type=chunk) Key Liquidity and Debt Figures (as of March 31, 2025) | Item | Amount (¥M) | | :--- | :--- | | **Short-term Debt** | 549,680 | | **Long-term Debt** | 5,733,118 | | **Deposits** | 2,449,812 | | **Total Committed Credit Facilities** | 795,634 | | **Unused Committed Credit Facilities** | 598,079 | - ORIX utilizes Special Purpose Entities (SPEs) for asset securitization and provides investment products like 'kumiai' to finance large-ticket items such as aircraft and ships[544](index=544&type=chunk)[545](index=545&type=chunk) Contractual Cash Obligations (as of March 31, 2025) | Obligation | Total (¥M) | Within 1 year (¥M) | 1-3 years (¥M) | 3-5 years (¥M) | After 5 years (¥M) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Deposits** | 2,449,812 | 1,819,970 | 294,006 | 259,532 | 76,304 | | **Long-term debt** | 5,733,118 | 867,767 | 1,658,147 | 1,583,032 | 1,624,172 | | **Lease liabilities** | 296,151 | 53,118 | 69,127 | 50,464 | 123,442 | | **Total** | **9,182,209** | **2,839,116** | **2,197,690** | **2,020,173** | **2,125,230** | [Critical Accounting Policies and Estimates](index=105&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section details the significant judgments and estimates management makes in preparing financial statements, including fair value measurements, allowance for credit losses, impairment assessments, residual values for leases, insurance policy liabilities, hedge effectiveness, and pension and income tax accounting - Fair value measurement is a critical policy, particularly for Level 3 assets (**¥459.1 billion** as of March 31, 2025), which use unobservable inputs and require significant management judgment, primarily in valuing asset-backed securities and investment funds[571](index=571&type=chunk)[576](index=576&type=chunk)[577](index=577&type=chunk) - The allowance for credit losses is a critical estimate, determined through collective and individual evaluations considering factors like obligor financial condition, collateral value, and future economic forecasts[585](index=585&type=chunk)[589](index=589&type=chunk)[590](index=590&type=chunk) - Impairment testing for goodwill and other intangible assets is performed at least annually, using qualitative assessments or quantitative tests (like discounted cash flow analysis) that involve significant estimates of future performance[605](index=605&type=chunk)[606](index=606&type=chunk) - Insurance policy liabilities are calculated using complex assumptions for mortality, morbidity, lapse rates, and discount rates, which are reviewed and updated annually, with changes in discount rates affecting other comprehensive income[619](index=619&type=chunk)[620](index=620&type=chunk)[622](index=622&type=chunk) [Directors, Senior Management and Employees](index=129&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section details ORIX's corporate governance structure, compensation policies for directors and executive officers, and employee data including headcount and diversity metrics [Corporate Governance System](index=129&type=section&id=CORPORATE%20GOVERNANCE%20SYSTEM) ORIX employs a "Company with Nominating Committee, etc." board model to ensure separation between management execution and board supervision, with independent Nominating, Audit, and Compensation Committees composed entirely of outside directors - ORIX utilizes a "Company with Nominating Committee, etc." board model to separate the oversight function of the Board of Directors from the execution of operations[748](index=748&type=chunk) - The Nominating, Audit, and Compensation Committees are composed entirely of outside directors to avoid conflicts of interest and enhance management transparency[748](index=748&type=chunk)[761](index=761&type=chunk) - The Board of Directors delegates certain decision-making authority to the representative executive officer (Group CEO) to promote efficiency, while retaining oversight and control over fundamental policies[757](index=757&type=chunk) [Compensation](index=167&type=section&id=COMPENSATION) Director and executive officer compensation, determined by the Compensation Committee, aims to incentivize medium- to long-term value creation, with executive officer pay generally a 1:1:1 mix of fixed, performance-linked, and share-based compensation, totaling **¥2,403 million** for fiscal 2025 Compensation for Directors and Executive Officers (FY2025) | Category | Fixed Compensation (¥M) | Performance-linked (¥M) | Share-based (¥M) | Total (¥M) | | :--- | :--- | :--- | :--- | :--- | | **Non-Executive/Outside Director (6 people)** | 110 | — | 26 | 137 | | **Executive Officer (27 people)** | 676 | 653 | 935 | 2,265 | | **Total (33 people)** | **787** | **653** | **962** | **2,403** | - Executive officer compensation structure is, in principle, a **1:1:1** mix of fixed compensation, performance-linked compensation, and share-based compensation[894](index=894&type=chunk) - Performance-linked compensation is based on consolidated net income growth and divisional performance, with an additional adjustment for senior executives based on progress toward ESG-related goals[895](index=895&type=chunk) - The company has a Compensation Clawback Policy for executive officers in the event of an accounting restatement due to material noncompliance[898](index=898&type=chunk) [Employees](index=165&type=section&id=EMPLOYEES) As of March 31, 2025, ORIX Group had **33,982** full-time employees, with diversity metrics including a **28.8%** ratio of female managers across 9 major group companies in Japan and a **100%** childcare leave take-up rate for male employees - Total full-time employees stood at **33,982** as of March 31, 2025, compared to **33,807** in the prior year[867](index=867&type=chunk) Diversity Indicators for 9 Group Companies in Japan (as of March 31, 2025) | Indicator | Value | | :--- | :--- | | **Percentage of female managers** | 28.8% | | **Percentage of male employees taking childcare leave** | 100.0% | | **Pay gap (female to male)** | 65.3% | - The mandatory retirement age is **65**, and the company offers an early voluntary retirement program for employees aged **45** and over[868](index=868&type=chunk) [Major Shareholders and Related Party Transactions](index=172&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section identifies ORIX's major shareholders, primarily trust banks, and details its policy of conducting transactions with related parties on arm's-length terms, including a significant undrawn commitment for the Osaka IR project Major Shareholders as of March 31, 2025 | Shareholder | Number of Shares (Thousands) | Percentage of Issued Shares (%) | | :--- | :--- | :--- | | The Master Trust Bank of Japan, Ltd. (Trust Account) | 216,027 | 18.95 | | Custody Bank of Japan, Ltd. (Trust Account) | 95,409 | 8.37 | | STATE STREET BANK AND TRUST COMPANY 505001 | 34,640 | 3.03 | - As of March 31, 2025, overseas corporations and individuals held **44.39%** of issued shares[909](index=909&type=chunk) - The company has an undrawn commitment of **¥270,168 million** to an equity method investee, MGM Osaka Corporation, for the development of an integrated resort as of March 31, 2025[916](index=916&type=chunk) - Outstanding loans to all affiliates totaled **¥271,766 million** as of March 31, 2025, with all transactions conducted in the ordinary course of business[918](index=918&type=chunk) [Financial Information](index=174&type=section&id=Item%208.%20Financial%20Information) This section confirms that all relevant financial statements are attached to the report and states that management does not expect any pending legal matters to have a material adverse effect on the company's financial condition or results of operations - The company is a plaintiff or defendant in various lawsuits arising in the ordinary course of business but does not expect any to have a material adverse effect on its financial condition[924](index=924&type=chunk) [The Offer and Listing](index=175&type=section&id=Item%209.%20The%20Offer%20and%20Listing) ORIX's common stock is primarily traded on the Prime Market of the Tokyo Stock Exchange, and its American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the symbol "IX", with the ADS to Share ratio changed from 1:5 to 1:1 effective February 27, 2025 - The primary market for ORIX shares is the Prime Market of the Tokyo Stock Exchange[930](index=930&type=chunk) - ADSs are listed on the NYSE under the symbol "IX", and the ADS to Share ratio was changed from one ADS representing five shares to one ADS representing one share, effective February 27, 2025[932](index=932&type=chunk) [Additional Information](index=175&type=section&id=Item%2010.%20Additional%20Information) This section covers supplementary details including the company's Articles of Incorporation, dividend policy, and taxation matters for foreign investors, highlighting the potential classification of ORIX as a Passive Foreign Investment Company (PFIC) under U.S. tax law [Memorandum and Articles of Incorporation](index=175&type=section&id=MEMORANDUM%20AND%20ARTICLES%20OF%20INCORPORATION) ORIX's Articles of Incorporation outline its broad business purposes, board structure, and the unit share system where one unit consists of **100** shares, with distributions of surplus (dividends) declared by Board resolution - The company's Articles of Incorporation permit a wide range of business activities, reflecting its diversified nature[934](index=934&type=chunk)[936](index=936&type=chunk) - The company has a unit share system where **100** shares constitute one voting unit, with holders of fewer than **100** shares having restricted rights but options to adjust their holdings[960](index=960&type=chunk)[963](index=963&type=chunk) - Distributions of surplus, including dividends, are declared by a resolution of the Board of Directors, with record dates of March 31 for year-end dividends and September 30 for interim dividends[947](index=947&type=chunk)[948](index=948&type=chunk) [Dividend Policy and Dividends](index=184&type=section&id=DIVIDEND%20POLICY%20AND%20DIVIDENDS) ORIX aims to provide stable and sustainable dividends in line with business performance, setting the annual dividend for fiscal 2025 at **¥120.01** per share (a **39.0%** payout ratio) and forecasting the higher of a **39%** payout ratio or the prior year's dividend for fiscal 2026 Dividends Applicable to Fiscal Year Per Share | Year Ended March 31 | Per Share (¥) | | :--- | :--- | | 2021 | 78.00 | | 2022 | 85.60 | | 2023 | 85.60 | | 2024 | 98.60 | | 2025 | 120.01 | - The dividend payout ratio for fiscal 2025 was **39.0%**[996](index=996&type=chunk) - The dividend policy for fiscal 2026 is to pay the higher of a **39%** payout ratio or the prior year's dividend per share (**¥120.01**)[996](index=996&type=chunk) [Taxation](index=185&type=section&id=TAXATION) This sub-section outlines the principal Japanese and U.S. tax consequences for non-resident holders of ORIX shares or ADSs, noting a general **15.315%** Japanese withholding tax on dividends and the potential for ORIX to be classified as a Passive Foreign Investment Company (PFIC) under U.S. tax law - Dividends paid to non-resident holders are generally subject to a Japanese withholding tax of **15.315%**, which can be reduced by applicable tax treaties, typically to **10%** for eligible U.S. residents[1001](index=1001&type=chunk)[1002](index=1002&type=chunk) - Gains from the sale of shares or ADSs outside Japan by a non-resident holder are generally not subject to Japanese income tax[1003](index=1003&type=chunk) - ORIX believes it may have been a Passive Foreign Investment Company (PFIC) for the reported fiscal year and may be in the future, which could result in adverse U.S. tax consequences for U.S. Holders, including treatment of gains and excess distributions as ordinary income subject to interest charges[1012](index=1012&type=chunk)[1020](index=1020&type=chunk) - If ORIX is a PFIC, U.S. Holders may be eligible to make a mark-to-market election for the ADSs, but the company does not intend to provide information for a Qualified Electing Fund (QEF) election[1023](index=1023&type=chunk)[1026](index=1026&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=190&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) ORIX's primary market risk exposures are to interest rates, foreign exchange rates, and stock market prices, with sensitivity analyses showing a hypothetical **10%** U.S. dollar appreciation against the yen would result in an estimated **¥928 million** exchange loss, and a **10%** downward movement in stock prices would decrease equity securities fair value by **¥12,416 million** - The company's primary market risks are interest rate risk, exchange rate risk, and stock market price risk[1041](index=1041&type=chunk) - As of March 31, 2025, a hypothetical **10%** appreciation of the U.S. dollar against the Japanese yen was estimated to result in a **¥928 million** loss in future earnings[1054](index=1054&type=chunk) - A hypothetical **10%** uniform downward movement in stock prices as of March 31, 2025, was estimated to decrease the fair value of the company's equity securities by **¥12,416 million**[1056](index=1056&type=chunk) Interest Rate Sensitivity of Financial Instruments (as of March 31, 2025) | Instrument Type | Total Expected Maturity (¥M) | Estimated Fair Value (¥M) | | :--- | :--- | :--- | | **Assets:** | | | | Installment loans (fixed rate) | 1,102,803 | 1,076,584 | | Installment loans (floating rate) | 2,956,827 | 2,921,998 | | Investment in securities (fixed rate) | 2,917,138 | 2,349,843 | | Investment in securities (floating rate) | 256,898 | 257,794 | | **Liabilities:** | | | | Short-term debt | 549,680 | 549,680 | | Deposits | 2,449,812 | 2,448,422 | | Long-term debt (fixed rate) | 2,808,049 | 2,755,922 | | Long-term debt (floating rate) | 2,925,069 | 2,922,906 | [Description of Securities Other than Equity Securities](index=193&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20than%20Equity%20Securities) This section details the fees and charges associated with ORIX's American Depositary Shares (ADSs), for which Citibank N.A. serves as the depositary, and notes that the depositary reimbursed ORIX **$80,000** for ADR program-related expenses in fiscal 2025 - Citibank N.A. is the depositary for ORIX's ADSs[1057](index=1057&type=chunk) - ADS holders are charged fees up to **5¢** per ADS for services like issuance, cancellation, and cash distributions[1057](index=1057&type=chunk) - The depositary reimbursed ORIX **$80,000** for ADR program-related expenses in fiscal 2025[1059](index=1059&type=chunk) [PART II](index=194&type=section&id=PART%20II) This section covers ORIX's internal controls, procedures, and other governance-related information [Controls and Procedures](index=194&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of March 31, 2025, with an unqualified opinion from KPMG AZSA LLC - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[1063](index=1063&type=chunk) - Based on the COSO 2013 framework, management concluded that the company's internal control over financial reporting was effective as of March 31, 2025[1067](index=1067&type=chunk) - KPMG AZSA LLC audited the internal control over financial reporting and issued an unqualified opinion on its effectiveness[1068](index=1068&type=chunk) [Other Information](index=195&type=section&id=Item%2016.%20Other%20Information) This section covers various governance and compliance topics, including the audit committee financial expert, fees paid to KPMG (**¥5,187 million** in FY2025), share repurchase programs (a **¥50 billion** program completed, a new **¥100 billion** program approved), and cybersecurity risk management - The board has determined that Aiko Sekine is an "audit committee financial expert" and is independent[1069](index=1069&type=chunk) Fees Paid to Principal Accountant (KPMG) in FY2025 | Fee Type | Amount (¥M) | | :--- | :--- | | Audit Fees | 4,706 | | Audit-Related Fees | 172 | | Tax Fees | 263 | | All Other Fees | 46 | - A share repurchase program of up to **¥50 billion** was completed between May and December 2024, acquiring **14,649,500** shares, and a new program of up to **¥100 billion** was approved for the period from May 2025 to March 2026[1085](index=1085&type=chunk)[1090](index=1090&type=chunk) - The company's cybersecurity risk management is overseen by the Information Security Control Department, which reports to the Information Technology Management Committee, with no material incidents identified in the current fiscal year[1096](index=1096&type=chunk)[1097](index=1097&type=chunk)[1101](index=1101&type=chunk)[1102](index=1102&type=chunk) [PART III](index=202&type=section&id=PART%20III) This section contains ORIX's consolidated financial statements and a list of exhibits [Financial Statements](index=202&type=section&id=Item%2018.%20Financial%20Statements) This section contains the consolidated financial statements of ORIX Corporation and its subsidiaries, prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) and audited by KPMG AZSA LLC - The report includes the consolidated financial statements of ORIX Corporation, prepared in accordance with U.S. GAAP[1109](index=1109&type=chunk) - The financial statements have been audited by KPMG AZSA LLC, an independent registered public accounting firm[1109](index=1109&type=chunk) [Exhibits](index=203&type=section&id=Item%2019.%20Exhibits) This section lists all documents filed as exhibits to the Form 20-F report, including foundational corporate documents, policies, and required certifications - A comprehensive list of exhibits filed with the annual report is provided, including foundational corporate documents, policies, and required certifications[1111](index=1111&type=chunk)

Core Viewpoint - The article highlights the importance of value investing and presents Guild (GHLD) and Orix Corp Ads (IX) as strong value stock picks based on various financial metrics. Group 1: Guild (GHLD) - GHLD has a Zacks Rank of 2 (Buy) and an A for Value, with a Forward P/E ratio of 7.92, significantly lower than the industry average of 17.37 [4] - The PEG ratio for GHLD is 0.74, compared to the industry's average PEG of 1.03, indicating potential undervaluation [5] - GHLD's P/S ratio stands at 0.82, while the industry average is 1.72, suggesting a more favorable valuation based on sales [6] - The P/CF ratio for GHLD is 6.25, compared to the industry's average of 15.27, further supporting the notion of undervaluation [7] Group 2: Orix Corp Ads (IX) - IX is rated 1 (Strong Buy) with a Value score of A, currently trading at a forward earnings multiple of 7.74 [8] - The PEG ratio for IX is 0.78, which is lower than the industry's average of 1.03, indicating strong value potential [8] - IX has a P/B ratio of 0.83, significantly lower than the industry's price-to-book ratio of 3.32, reinforcing its undervalued status [9] - Over the past year, IX's P/E has fluctuated between 7.34 and 11.39, with a median of 9.32, indicating stable valuation metrics [9] Group 3: Overall Value Assessment - Both GHLD and IX exhibit strong value characteristics based on their financial metrics, suggesting they are likely undervalued at present [10]

Core Viewpoint - Orix (IX) is currently positioned as a more attractive investment option compared to American Express (AXP) for value investors based on various financial metrics and rankings [1][3]. Valuation Metrics - Orix has a Zacks Rank of 1 (Strong Buy), indicating a stronger earnings outlook compared to American Express, which has a Zacks Rank of 3 (Hold) [3]. - The forward P/E ratio for Orix is 7.83, significantly lower than American Express's forward P/E of 18.69, suggesting Orix is undervalued [5]. - Orix's PEG ratio stands at 0.79, while American Express has a PEG ratio of 1.39, indicating Orix's expected earnings growth is more favorable relative to its price [5]. - Orix's P/B ratio is 0.83, contrasting sharply with American Express's P/B of 6.37, further highlighting Orix's relative undervaluation [6]. - Based on these metrics, Orix holds a Value grade of A, while American Express has a Value grade of C, reinforcing the view that Orix is the better investment choice for value investors [6].

Core Insights - Orix (IX) and American Express (AXP) are being compared for their investment value in the Financial - Miscellaneous Services sector [1] - Orix has a Zacks Rank of 1 (Strong Buy) while American Express has a Zacks Rank of 3 (Hold), indicating a stronger earnings outlook for Orix [3] Valuation Metrics - Orix has a forward P/E ratio of 8.02 compared to American Express's forward P/E of 16.58, suggesting Orix may be undervalued [5] - The PEG ratio for Orix is 0.87, while American Express has a PEG ratio of 1.23, indicating Orix's expected earnings growth is more favorable [5] - Orix's P/B ratio is 0.82, significantly lower than American Express's P/B ratio of 5.67, further supporting Orix's valuation as more attractive [6] Investment Grade - Orix's Value grade is A, while American Express's Value grade is C, highlighting Orix as the preferred choice for value investors [6]

Core Viewpoint - The article emphasizes the importance of value investing and highlights Orix Corp Ads (IX) as a strong value stock based on various financial metrics [1][7]. Company Metrics - Orix Corp Ads (IX) has a Zacks Rank of 1 (Strong Buy) and an A grade for Value, indicating it is a high-quality value stock [3]. - The stock is currently trading at a P/E ratio of 7.44, significantly lower than the industry average of 13.07 [3]. - IX has a PEG ratio of 0.80, which is below the industry average of 0.85, suggesting it is undervalued relative to its expected earnings growth [4]. - The P/S ratio for IX is 1.08, compared to the industry's average P/S of 1.58, indicating better sales performance relative to peers [5]. - IX's P/CF ratio stands at 4.09, well below the industry average of 12.84, highlighting its attractive cash flow outlook [6]. Investment Outlook - The combination of these metrics suggests that Orix Corp Ads is likely undervalued and stands out as one of the strongest value stocks in the market, particularly given its positive earnings outlook [7].

Core Viewpoint - The article emphasizes the importance of value investing and highlights Orix Corp Ads (IX) as a strong value stock based on various valuation metrics [2][8]. Valuation Metrics - Orix Corp Ads (IX) has a Zacks Rank of 2 (Buy) and a Value grade of A, indicating strong potential for value investors [4]. - The stock's P/E ratio is 9.09, significantly lower than the industry average of 14.36, suggesting it is undervalued [4]. - IX's P/B ratio stands at 0.90, compared to the industry's average of 2.61, further indicating its undervaluation [5]. - The P/S ratio for IX is 1.28, while the industry average is 1.74, reinforcing the perception of IX as a value stock [6]. - IX has a P/CF ratio of 4.79, which is attractive compared to the industry's average of 15.67, highlighting its solid cash flow outlook [7]. - Overall, these metrics suggest that Orix Corp Ads is likely undervalued and presents an impressive value opportunity at the moment [8].

Core Insights - Investors in the Financial - Miscellaneous Services sector should consider Orix (IX) and American Express (AXP) for potential value opportunities [1] - The Zacks Rank system emphasizes companies with positive earnings estimate revisions, with IX currently rated 2 (Buy) and AXP rated 3 (Hold) [3][7] Valuation Metrics - IX has a forward P/E ratio of 9.34, while AXP has a forward P/E of 17.17, indicating IX may be undervalued [5] - IX's PEG ratio is 1.01, compared to AXP's PEG ratio of 1.26, suggesting IX has a better growth-to-price ratio [5] - IX's P/B ratio is 0.89, significantly lower than AXP's P/B of 6.12, further indicating IX's potential undervaluation [6] Value Grades - Based on various valuation metrics, IX holds a Value grade of A, while AXP has a Value grade of C, highlighting IX as the superior value option [6][7]

Core Insights - The House Edge is recognized as a unique marketplace service in the casino, gaming, and online sports betting sectors, providing superior returns through in-depth research and industry insights [1][2] Company Insights - Howard Jay Klein, with 30 years of experience in major casino operations, leads The House Edge and focuses on value investing by assessing management quality [2] - Klein's background includes significant roles at Ballys, Trump Taj Mahal, Mohegan Sun, and Caesars Palace, contributing to his extensive knowledge of the industry [2] Industry Insights - The House Edge leverages a vast intelligence network across the US gambling and entertainment sectors, including insights from various levels of employees and management [2]

Financial Data and Key Metrics Changes - Net income for Q3 was JPY 88.8 billion, with a cumulative total of JPY 271.8 billion for the nine months ending December 2024, representing a 24% year-over-year increase and an annualized ROE of 9% [9][14][12] - The company is on track to achieve a full-year net income target of JPY 390 billion, with a progress rate of 70% towards this goal [9][14] Business Line Data and Key Metrics Changes - Finance segment profit decreased by 3% year-over-year to JPY 137.1 billion, with a progress rate of 69% towards the full-year forecast [16] - Operations segment income increased by 2% year-over-year to JPY 161.4 billion, with a progress rate of 67% [18] - Investments segment income surged by 86% year-over-year to JPY 129 billion, with a progress rate of 69% [19] Market Data and Key Metrics Changes - The Finance category is expected to maintain stable earnings despite regional policy differences, while the Operations category benefits from strong airport concessions and asset management growth [20] - The Investment category aims to enhance profitability through capital recycling, with significant gains expected from divestments [22] Company Strategy and Development Direction - The company plans to continue promoting capital recycling and asset management globally to strengthen its balance sheet and enhance profitability [54] - The new COO emphasizes providing essential solutions to societal issues and maximizing business opportunities across diversified segments [52][53] Management's Comments on Operating Environment and Future Outlook - Management remains cautious about the economic outlook, particularly in Japan, due to rising interest rates and inflation concerns [44][46] - The company expects to leverage its diversified portfolio to navigate uncertainties and pursue new investments while promoting exits [51] Other Important Information - The company completed JPY 50 billion in share repurchases, adhering to its policy of limiting treasury stock holdings [12][13] - The divestment of Greenko is anticipated to significantly impact the company's profit achievement for the fiscal year [84][86] Q&A Session Summary Question: Future expectations for ORIX USA and weak credit profit - Management indicated that improvements in credit-related businesses are underway, with a focus on enhancing sales and marketing capabilities [58][60][62] Question: Midterm plan ROE target and share buyback strategy - Discussions on the midterm plan are ongoing, with a focus on achieving an ROE target of 11% or higher, leveraging share buybacks as a growth driver [70][76][78] Question: Impact of Greenko divestment on annual plan - Management expressed confidence in executing the Greenko sale by the end of the fiscal year, but acknowledged potential impacts on profit if not completed [82][84] Question: Profitability outlook for the Finance business in Japan - Management noted that rising interest rates are positively impacting asset management yields, supporting stable profits in the Finance segment [90][91]

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 February 2025 Commission File Number: 001-14856 ORIX Corporation (Translation of Registrant's Name into English) World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo, JAPAN (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file ...