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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR05

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-14856

ORIX Corporation

(Translation of Registrant's Name into English)

World Trade Center Bldg., SOUTH TOWER, 2-4-1Hamamatsu-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    Form40-F 

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR05

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Table of Contents

Material Contained in this Report

  1. ORIX's Consolidated Financial Results for the fiscal year ended March 31, 2024 (April 1, 2023 -March 31, 2024) filed with the Tokyo Stock Exchange on Wednesday, May 8, 2024.
  2. "Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2024 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2025"
  3. "Notice Regarding Repurchase of Own Shares"
  4. "Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation"
  5. "Announcement Regarding Management Changes"

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR05

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08-May-2024 04:11 EST

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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: May 8, 2024

By /s/ Yasuaki Mikami

Yasuaki Mikami

Member of the Board of Directors

Senior Managing Executive Officer

Responsible for Corporate Function Unit

Responsible for Work Style Reform Project

ORIX Corporation

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR21

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Consolidated Financial Results

April 1, 2023 - March 31, 2024

May 8, 2024

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

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

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

For further information please contact:

Investor Relations and Sustainability Department

ORIX Corporation

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

JAPAN

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

E-mail: orix_corpcomm@orix.jp

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR02

LSWpf_rend

08-May-2024 04:11 EST

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Consolidated Financial Results from April 1, 2023 to March 31, 2024

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

Corporate Name:

ORIX Corporation

Listed Exchanges:

Tokyo Stock Exchange (Securities No. 8591)

New York Stock Exchange (Trading Symbol : IX)

Head Office:

Tokyo JAPAN

Tel: +81-3-3435-3121

(URL https://www.orix.co.jp/grp/en/ir/)

1. Performance Highlights as of and for the Year Ended March 31, 2024

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)

Net Income

Total

Year-on-Year

Operating

Year-on-Year

Income before

Year-on-Year

Attributable to

Year-on-Year

ORIX Corporation

Revenues

Change

Income

Change

Income Taxes

Change

Shareholders

Change

March 31, 2024

2,814,361

5.7%

360,713

7.4%

469,975

19.8%

346,132

19.2%

March 31, 2023

2,663,659

6.2%

335,923

14.7%

392,178

(23.0%)

290,340

(8.5%)

"Comprehensive Income Attributable to ORIX Corporation Shareholders" was ¥547,310 million for the fiscal year ended March 31, 2024 (year-on-year change was a 30.1% increase) and ¥420,584 million for the fiscal year ended March 31, 2023 (year-on-year change was a 6.5% decrease).

*Note 1: Accounting Standards Update 2018-12 ("Targeted Improvements to the Accounting for Long-DurationContracts"-ASC 944 ("Financial Services-Insurance")) (hereinafter, "LDTI") has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

*Note 2: The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.

Basic

Diluted

Return on

Return on

Operating

Earnings Per Share

Earnings Per Share

Equity

Assets*4

Margin

March 31, 2024

298.55

298.05

9.2%

3.0%

12.8%

March 31, 2023

245.98

245.65

8.5%

2.7%

12.6%

"Equity in Net Income of Equity method investments" was a net gain of ¥36,774 million for the fiscal year ended March 31, 2024 and a net gain of ¥22,081 million for the fiscal year ended March 31, 2023.

*Note 3: Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for per share and dividend amounts which are in single yen.

*Note 4: "Return on Assets" is calculated based on "Income before Income Taxes."

(2) Performance Highlights - Financial Position (Unaudited)

Total

Total

Shareholders'

Shareholders'

Shareholders'

Assets

Equity

Equity

Equity Ratio

Equity Per Share

March 31, 2024

16,322,100

4,021,965

3,941,466

24.1%

3,422.94

March 31, 2023

15,289,385

3,614,322

3,543,607

23.2%

3,027.93

*Note 5:

"Shareholders' Equity" refers to "Total ORIX Corporation Shareholders' Equity."

"Shareholders' Equity Ratio" is the ratio of "Total ORIX Corporation Shareholders' Equity" to "Total Assets."

"Shareholders' Equity Per Share" is calculated based on "Total ORIX Corporation Shareholders' Equity."

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach.

(3) Performance Highlights - Cash Flows (Unaudited)

Cash Flows

Cash Flows

Cash Flows

Cash, Cash Equivalents

and Restricted Cash

from Operating Activities

from Investing Activities

from Financing Activities

at End of Year

March 31, 2024

1,243,402

(1,372,803)

(85,477)

1,185,307

March 31, 2023

913,088

(1,098,478)

438,308

1,366,908

2. Dividends (Unaudited)

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ORIX CORPORATION

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First

Second

Third

Total

Dividend Payout

Dividends on Equity

Total

Ratio

Quarter-endQuarter-end

Quarter-endYear-end

Dividends Paid

(Consolidated base)

(Consolidated base)

March 31, 2023

- 

42.80

- 

42.80

85.60

100,794

34.8%

3.0%

March 31, 2024

- 

42.80

- 

55.80

98.60

114,095

33.0%

3.1%

March 31, 2025 (Est.)

- 

49.30

- 

49.30

98.60

- 

- 

- 

*Note 6: Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥241 million for the fiscal year ended March 31, 2023 and ¥272 million for the fiscal year ended March 31, 2024). For the next fiscal year ending March 31, 2025, the annual dividend is forecasted at the higher of either payout ratio of 39% or 98.60 yen per share. In the above table, the minimum dividend has been stated.

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

Net Income

Year-on-Year

Attributable to

ORIX Corporation Shareholders

Change

March 31, 2025

390,000

12.7%

*Note7: 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)

Changes in Significant Consolidated Subsidiaries

Yes ( ) No (x)

Addition - None (        )

Exclusion - None (         )

(2)

Changes in Accounting Principles

1.

Changes due to adoptions of new accounting standards

Yes (x) No ( )

2.

Other than those above

Yes ( ) No ( x )

(3) Number of Issued Shares (Ordinary Shares)

  1. The number of issued shares, including treasury stock, was 1,214,961,054 as of March 31, 2024, and 1,234,849,342 as of March 31, 2023.
  2. The number of treasury stock was 60,748,162 as of March 31, 2024, and 61,742,607 as of March 31, 2023.
  3. The average number of outstanding shares was 1,159,367,000 for the fiscal year ended March 31, 2024, and 1,180,356,466 for the fiscal year ended March 31, 2023.

The Company's shares held through the Board Incentive Plan Trust (2,727,686 shares as of March 31, 2024 and 2,800,866 shares as of March 31, 2023) 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, 2023 to March 31, 2024 are not subject to certified public accountant's or audit firm's audits.
    • 1 -

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR02

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1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2024

Fiscal Year

Fiscal Year

Change

ended

ended

Amount

Percent

March 31, 2023

March 31, 2024

Total Revenues

(millions of yen)

2,663,659

2,814,361

150,702

6%

Total Expenses

(millions of yen)

2,327,736

2,453,648

125,912

5%

Income before Income Taxes

(millions of yen)

392,178

469,975

77,797

20%

Net Income Attributable to ORIX Corporation Shareholders

(millions of yen)

290,340

346,132

55,792

19%

Earnings Per Share (Basic)

(yen)

245.98

298.55

52.57

21%

                   (Diluted)

(yen)

245.65

298.05

52.40

21%

ROE*1

(%)

8.5

9.2

0.7

- 

ROA*2

(%)

1.96

2.19

0.23

- 

*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:

Accounting Standards Update 2018-12 ("Targeted Improvements to the Accounting for Long-DurationContracts"-ASC 944 ("Financial

Services-Insurance")) (hereinafter, "LDTI") has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified

retrospective approach.

*Note 4:

The presentation of equity method investment has been changed since fiscal 2024. As a result, certain line items presented in our

consolidated statements of income for the previous fiscal years have been retrospectively reclassified for this change.

Overview of Business Performance (April 1, 2023 to March 31, 2024)

Total revenues for the consolidated fiscal year ended March 31, 2024 (hereinafter, "the fiscal year") increased 6% to ¥2,814,361 million compared to the previous fiscal year due to increases in life insurance premiums and related investment income, services income, operating lease revenues and finance revenues despite a decrease in sales of goods and real estate.

Total expenses increased 5% to ¥2,453,648 million compared to the previous fiscal year due to increases in selling, general and administrative expenses, interest expense and life insurance costs despite decreases in costs of goods and real estate sold and services expense.

Equity in net income of equity method investments for the fiscal year increased by ¥14,693 million to ¥36,774 million compared to the previous fiscal year and gains on sales of subsidiaries and equity method investments and liquidation losses, net for the fiscal year increased by ¥39,488 million to ¥72,488 million compared to the previous fiscal year.

Due to the above results, income before income taxes for the fiscal year increased 20% to ¥469,975 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 19% to ¥346,132 million compared to the previous fiscal year.

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ORIX CORPORATION

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Segment Information

Total segment profits for the fiscal year increased 22% to ¥494,152 million compared to the previous fiscal year. Segment profits increased in each of Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Insurance, Banking and Credit, and Aircraft and Ships while segment profits in each of Environment and Energy, ORIX USA, ORIX Europe, and Asia and Australia decreased, in each case as compared to the previous fiscal year.

Since April 1, 2023, segment profits have been calculated with a broadened scope of profit sharing for inter-segment collaboration. As a result, segment data for the previous fiscal year has been retrospectively reclassified.

LDTI standard has been adopted since April 1, 2023, with the transition date of April 1, 2021, on a modified retrospective approach. As a result of the adoption of LDTI, Insurance segment data for the previous fiscal year has been retrospectively adjusted.

The presentation of equity method investment has been changed since fiscal 2024. As a result, segment data for the previous fiscal year has been retrospectively reclassified.

Segment information for the fiscal year is as follows:

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

Year ended

 Year ended 

Change

March 31, 2023

March 31, 2024

Amount

 Percent 

(millions of yen)

(millions of yen)

(millions of yen)

(%)

Segment Profits

75,025

81,195

6,170

8

 As of March 31, 2023 

 As of March 31, 2024 

Change

Amount

Percent

(millions of yen)

(millions of yen)

 (millions of yen) 

(%)

Segment Assets

1,514,070 

1,552,322

38,252

3

Segment profits increased 8% to ¥81,195 million compared to the previous fiscal year due to an increase in gains on investment securities and dividends and an increase in services income, despite an increase in selling, general and administrative expenses.

Segment assets increased 3% to ¥1,552,322 million compared to the end of the previous fiscal year due to an increase in investment in operating leases and an increase in installment loans.

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR02

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

Year ended

 Year ended 

Change

March 31, 2023

March 31, 2024

Amount

 Percent 

(millions of yen)

(millions of yen)

(millions of yen)

(%)

Segment Profits

51,578

65,835

14,257

 28 

 As of March 31, 2023 

 As of March 31, 2024 

Change

Amount

Percent

(millions of yen)

(millions of yen)

 (millions of yen) 

(%)

Segment Assets

935,027

994,115

59,088

6

Segment profits increased 28% to ¥65,835 million compared to the previous fiscal year due to an increase in services income from operating facilities.

Segment assets increased 6% to ¥994,115 million compared to the end of the previous fiscal year due to an increase in inventories.

PE Investment and Concession: Private equity investment; concession

Year ended

Year ended

Change

March 31, 2023

March 31, 2024

Amount

 Percent 

(millions of yen)

(millions of yen)

(millions of yen)

(%)

Segment Profits

2,837

43,378

40,541

- 

 As of March 31, 2023 

 As of March 31, 2024 

Change

Amount

Percent

(millions of yen)

(millions of yen)

 (millions of yen) 

(%)

Segment Assets

  605,471

  772,834

167,363

 28 

Segment profits increased by ¥40,541 million to ¥43,378 million compared to 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 and an increase in equity income of investment in corporate entities at our three airports in Kansai in our concession business.

Segment assets increased 28% to ¥772,834 million compared to the end of the previous fiscal year due to an increase in installment loans and an increase in equity method investments.

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ORIX CORPORATION

Donnelley Financial

FWPLAN-PR02

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

Year ended

 Year ended 

Change

March 31, 2023

March 31, 2024

Amount

 Percent 

(millions of yen)

(millions of yen)

(millions of yen)

(%)

Segment Profits

32,960

29,898

(3,062)

(9)

 As of March 31, 2023 

 As of March 31, 2024 

Change

Amount

Percent

(millions of yen)

(millions of yen)

 (millions of yen) 

(%)

Segment Assets

  773,617 

  847,049 

  73,432 

 9 

Segment profits decreased 9% to ¥29,898 million compared to the previous fiscal year due to the absence of gains on the sale of shares of subsidiaries and equity method investments resulting from the partial sale of an investee recorded in the previous fiscal year.

Segment assets increased 9% to ¥847,049 million compared to the end of the previous fiscal year, primarily due to foreign exchange effects.

Insurance: Life insurance

Year ended

Year ended

Change

March 31, 2023

March 31, 2024

Amount

 Percent 

(millions of yen)

(millions of yen)

(millions of yen)

(%)

Segment Profits

62,990

70,034

7,044

11

 As of March 31, 2023 

 As of March 31, 2024 

Change

Amount

Percent

(millions of yen)

(millions of yen)

 (millions of yen) 

(%)

Segment Assets

2,050,412 

2,309,357

 258,945

13

Segment profits increased 11% to ¥70,034 million compared to the previous fiscal year due to an increase in life insurance premiums and related investment income.

Segment assets increased 13% to ¥2,309,357 million compared to the end of the previous fiscal year due to an increase in investment in securities.

- 5 -

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ORIX Corporation published this content on 10 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2024 07:43:04 UTC.