FORM 6-K

Dividend Per Share

Interim

Fiscal Year End

Annual

Dividend Forecast

6-K 1 d143479d6k.htm FORM 6-K FORM 6-K

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 2021

ORIX Corporation

(Translation of Registrant’s Name into English)

World Trade Center Bldg., 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 ☐

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ☐ No ☒

Table of Contents

Material Contained in this Report


		Page

1.	ORIX’s Consolidated Financial Results for the fiscal year ended March 31, 2021 (April 1, 2020 – March 31, 2021) filed with the Tokyo Stock Exchange on Thursday May 13, 2021.

2.	English press release entitled, “Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2021 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2022.”

3.	English press release entitled, “Notice Regarding Repurchase of Own Shares.”

4.	English press release entitled, “Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation.”

5.	English press release entitled, “Announcement Regarding Management Changes.”

6.	English press release entitled, “Notice of Partial Amendment to ORIX’s Articles of Incorporation.”

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 13, 2021	By	/s/ SHOJI TANIGUCHI
		Shoji Taniguchi
		Member of the Board of Directors
		Senior Managing Executive Officer
		Responsible for Treasury and Accounting Headquarters
		Responsible for Enterprise Risk Management Headquarters
		Responsible for Corporate Communications Department
		Assistant to CEO
		ORIX Corporation

Consolidated Financial Results

April 1, 2020 –March 31, 2021

May 13, 2021

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.

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 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 annual report on Form 20-F filed with the United States 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 ADSs 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

ORIX Corporation

World Trade Center Building, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-6135

JAPAN

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

E-mail: orix_corpcomm@orix.jp

Consolidated Financial Results from April 1, 2020 to March 31, 2021

(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, 2021

(1) Performance Highlights - Operating Results (Unaudited)


																		*(millions of yen)1**
	Total Revenues		Year-on-Year Change			Operating Income		Year-on-Year Change			Income before Income Taxes		Year-on-Year Change			Net Income Attributable to ORIX Corporation Shareholders		Year-on-Year Change
March 31, 2021		2,292,708		0.5	%		258,814		(4.0	%)		287,561		(30.3	%)		192,384		(36.4	%)
March 31, 2020		2,280,329		(6.3	%)		269,681		(18.1	%)		412,561		4.3	%		302,700		(6.5	%)

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥226,266 million for the fiscal year ended March 31, 2021 (year-on-year change was a 7.8% decrease) and ¥245,509 million for the fiscal year ended March 31, 2020 (year-on-year change was a 21.1% decrease).


	Basic Earnings Per Share		Diluted Earnings Per Share		Return on Equity			Return on Assets*2			Operating Margin
March 31, 2021		155.54		155.39		6.4	%		2.2	%		11.3	%
March 31, 2020		237.38		237.17		10.3	%		3.3	%		11.8	%

“Equity in Net Income of Affiliates” was a net gain of ¥481 million for the fiscal year ended March 31, 2021 and a net gain of ¥67,924 million for the fiscal year ended March 31, 2020.


*Note 1:		Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for per share and dividend amounts which are in single yen.
*Note 2:		“Return on Assets” is calculated based on “Income before Income Taxes.”

(2) Performance Highlights - Financial Position (Unaudited)


	Total Assets		Total Equity		Shareholders’ Equity		Shareholders’ Equity Ratio			Shareholders’ Equity Per Share
March 31, 2021		13,563,082		3,103,144		3,028,456		22.3	%		2,487.77
March 31, 2020		13,067,528		3,065,835		2,993,608		22.9	%		2,386.35


*Note 3:		“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”
		“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”
		“Shareholders’ Equity Per Share” is calculated based on “Total ORIX Corporation Shareholders’ Equity.”

(3) Performance Highlights - Cash Flows (Unaudited)


	Cash Flows from Operating Activities		Cash Flows from Investing Activities			Cash Flows from Financing Activities		Cash, Cash Equivalents and Restricted Cash at End of Year
March 31, 2021		1,095,676		(1,203,252	)		39,884		1,079,575
March 31, 2020		1,042,466		(1,470,486	)		288,703		1,135,284

- 1 -

2. Dividends (Unaudited)


	First Quarter-end		Second Quarter-end		Third Quarter-end		Year-end		Total		Total Dividends Paid		Dividend Payout Ratio (Consolidated base)			Dividends on Equity (Consolidated base)
March 31, 2020		—		35.00		—		41.00		76.00		96,356		32.0	%		3.3	%
March 31, 2021		—		35.00		—		43.00		78.00		96,108		50.1	%		3.2	%

March 31, 2022 (Est.)		—		39.00		—		39.00		78.00		—		—			—


*Note 4:		Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥123 million for the fiscal year ended March 31, 2020 and ¥169 million for the fiscal year ended March 31, 2021).

3. Forecast for the Year Ending March 31, 2022 (Unaudited)


	Net Income Attributable to ORIX Corporation Shareholders		Year-on-Year Change
March 31, 2022		250,000		29.9	%

*Note 5:

Although forward-looking statements in this document are based on information currently available to, and 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. For cautionary notes regarding assumptions for forward-looking statements, please refer to 1.Summary of Consolidated Financial Results (1) Summary of Financial Highlights “Outlook and Forecast”.

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, Procedures and Disclosures

1. Changes due to adoptions of new accounting standards		Yes ( x ) No ( )

2. Other than those above		Yes ( ) No ( x )


*Note 6:		For details, please refer to “3. Financial Information (9) Changes in Significant Basis of Preparation of Consolidated Financial Statements” on page 21.

(3) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,285,724,480 as of March 31, 2021, and 1,324,629,128 as of March 31, 2020.

2. The number of treasury stock was 66,231,916 as of March 31, 2021, and 68,680,644 as of March 31, 2020.

3. The average number of outstanding shares was 1,236,897,189 for the fiscal year ended March 31, 2021, and 1,275,165,730 for the fiscal year ended March 31, 2020.

The Company’s shares held through the Board Incentive Plan Trust (2,154,248 shares as of March 31, 2021 and 1,476,828 shares as of March 31, 2020) 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.

- 2 -

1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2021


			Fiscal Year ended March 31, 2020		Fiscal Year ended March 31, 2021		Change
			Fiscal Year ended March 31, 2020		Fiscal Year ended March 31, 2021		Amount			Percent
Total Revenues		(millions of yen)		2,280,329		2,292,708		12,379			1	%
Total Expenses		(millions of yen)		2,010,648		2,033,894		23,246			1	%
Income before Income Taxes		(millions of yen)		412,561		287,561		(125,000	)		(30	)%
Net Income Attributable to ORIX Corporation Shareholders		(millions of yen)		302,700		192,384		(110,316	)		(36	)%
Earnings Per Share (Basic)		(yen)		237.38		155.54		(81.84	)		(34	)%
	(Diluted)	(yen)		237.17		155.39		(81.78	)		(34	)%
ROE*1		(%)		10.3		6.4		(3.9	)		—
ROA*2		(%)		2.40		1.44		(0.96	)		—


*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.

Overview of Business Performance (April 1, 2020 to March 31, 2021)

Total revenues for the consolidated fiscal year ended March 31, 2021 (hereinafter, “the fiscal year”) increased 1% to ¥2,292,708 million compared to the previous fiscal year due to increases in life insurance premiums and related investment income, and gains on investment securities and dividends despite decreases in services income, and operating leases revenues.

Total expenses increased 1% to ¥2,033,894 million compared to the previous fiscal year due to an increase in life insurance costs despite decreases in interest expense, and services expense.

On the other hand, equity in net income of affiliates for the fiscal year decreased 99% to ¥481 million compared to the previous fiscal year and gains on sales of subsidiaries and affiliates and liquidation losses, net for the fiscal year decreased 69% to ¥23,300 million compared to the previous fiscal year.

Due to the above results and the impact of coronavirus disease 2019 (hereinafter, “COVID-19”), income before income taxes for the fiscal year decreased 30% to ¥287,561 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders decreased 36% to ¥192,384 million compared to the previous fiscal year.

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Segment Information

Total segment profits for the fiscal year decreased 28% to ¥318,891 million compared to the previous fiscal year. Segment profits increased in each of Environment and Energy, Insurance and Banking and Credit while segment profits in each of Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Aircraft and Ships, ORIX USA, ORIX Europe and Asia and Australia decreased.

Since April 1, 2020, the operating segments regularly reviewed by the chief operating decision maker to make decisions about resource allocations and assess performance have been changed, resulting in a reorganization of our reportable segments. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Since April 1, 2020, the selling, general and administrative expenses that should be borne by the ORIX Group, which were initially charged to its respective segments, have been included in the difference between segment total profits and consolidated amounts for the fiscal year. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Since April 1, 2020, Accounting Standards Update 2016-13 (“Measurement of Credit Losses on Financial Instruments”—ASC 326 (“Financial Instruments—Credit Losses”)) (hereinafter, “Credit Losses Standard”) has been adopted. For further information, see “3. Financial Information (9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards).”

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 IT-related equipment; Yayoi


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		428,036		429,799		1,763			0
Segment Profits		62,978		59,149		(3,829	)		(6	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		1,789,693		1,658,571		(131,122	)		(7	)

Segment revenues totaled ¥429,799 million, remaining substantially unchanged from the previous fiscal year. This was due to an increase in operating leases revenues from the rental of IT-related equipment, mostly offset by lower finance revenues resulting from decreases in financial assets and lower sales of goods.

Segment profits decreased 6% to ¥59,149 million due to increases in costs of operating leases and services expense, and the absence of bargain purchase gains recorded in relation to companies acquired in our corporate financial services business during the previous fiscal year.

Segment assets decreased 7% to ¥1,658,571 million compared to the end of the previous fiscal year. This decrease was due to decreases in net investment in leases, installment loans, and investment in operating leases.

- 4 -

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


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		468,086		359,798		(108,288	)		(23	)
Segment Profits		80,182		24,684		(55,498	)		(69	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		821,194		872,095		50,901			6

Our operating facilities have experienced temporary closure and low occupancy rates during the fiscal year due to the impact of COVID-19. Consequently, services income from our facility operations business decreased. Also, DAIKYO INCORPORATED and its subsidiaries experienced a decrease in services income from real estate contract work due to the dissipation of increased last-minute demand before the consumption tax hike in Japan during the previous fiscal year, as well as a decrease in sales of real estate. In addition, there was a decrease in gains on sales of real estate under operating leases. As a result, segment revenues decreased 23% to ¥359,798 million compared to the previous fiscal year.

Due to the above-mentioned reasons as well as the absence of gains on the sale of a subsidiary which operates senior housings, which had been recorded during the previous fiscal year, segment profits decreased 69% to ¥24,684 million compared to the previous fiscal year despite a decrease in services expense from our facility operations business.

Investment in operating leases decreased due to the sales of real estate under operating leases. However, this decrease was offset by increases in inventories and advances for finance lease and operating lease. As a result, segment assets increased 6% to ¥872,095 million compared to the end of the previous fiscal year.

PE Investment and Concession: Private equity investment and concession


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		296,365		331,222		34,857			12
Segment Profits		44,110		3,431		(40,679	)		(92	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		322,522		378,698		56,176			17

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Segment revenues increased 12% to ¥331,222 million compared to the previous fiscal year. This increase was due to an increase in sales of goods by our investees, despite a decrease in services income resulting from the sale of a subsidiary during the previous fiscal year.

Due to the impact of COVID-19, the number of passengers and flights at our three airports in Kansai decreased substantially, resulting in a decrease in equity in net income of affiliates in our concession business. Also, due to the absence of gains on the sale of a subsidiary in our private equity business, which had been recorded during the previous fiscal year, segment profits decreased 92% to ¥3,431 million compared to the previous fiscal year.

Segment assets increased 17% to ¥378,698 million compared to the end of the previous fiscal year. This increase was due to increases in goodwill and investment in operating leases associated with the acquisition of subsidiaries during the fiscal year.

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


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		148,423		143,187		(5,236	)		(4	)
Segment Profits		11,625		28,563		16,938			146

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		478,796		506,666		27,870			6

Segment revenues decreased 4% to ¥143,187 million compared to the previous fiscal year due to a decrease in services income resulting from a decrease in electricity sales.

Segment profits increased 146% to ¥28,563 million compared to the previous fiscal year. This increase was due to the recording of gains of sales of an investee involved in wind power generation business in India.

Segment assets increased 6% to ¥506,666 million compared to the end of the previous fiscal year. This increase was due to an increase in investments in affiliates, despite a decrease in property under facility operations.

- 6 -

Insurance: Life insurance


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)		Percent (%)
Segment Revenues		371,387		491,894		120,507		32
Segment Profits		44,833		55,119		10,286		23

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)		Percent (%)
Segment Assets		1,580,158		1,959,521		379,363		24

Segment revenues increased 32% to ¥491,894 million compared to the previous fiscal year. This increase was due to an increase in life insurance premiums in line with an increase in new insurance contracts, as well as an increase in life insurance related investment income from variable life insurance contracts.

Due to the above-mentioned reasons as well as the recording of reversals of policy liability reserves due to the reduction of minimal guarantee risk related to variable life insurance contracts, etc., segment profits increased 23% to ¥55,119 million compared to the previous fiscal year.

Segment assets increased 24% to ¥1,959,521 million compared to the end of the previous fiscal year due to an increase in investment in securities.

Banking and Credit: Banking and consumer finance


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		84,355		83,724		(631	)		(1	)
Segment Profits		39,096		48,030		8,934			23

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		2,603,736		2,690,627		86,891			3

Segment revenues decreased 1% to ¥83,724 million compared to the previous fiscal year. This decrease was due to a decrease in finance revenues due to a decrease in installment loans in ORIX Credit notwithstanding increases in services income generated from the mortgage bank business of ORIX Credit and finance revenues derived from real estate investment loans in our banking business.

Segment profits increased 23% to ¥48,030 million compared to the previous fiscal year resulting from a decrease in provision for credit losses during the fiscal year, which was due to the impacts of a decrease in new loan executions as well as low default rates in ORIX Credit.

Segment assets increased 3% to ¥2,690,627 million compared to the end of the previous fiscal year due to an increase in the balance of real estate investment loans in our banking business.

- 7 -

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


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		64,650		31,617		(33,033	)		(51	)
Segment Profits		45,287		3,755		(41,532	)		(92	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		585,304		601,762		16,458			3

Segment revenues decreased 51% to ¥31,617 million compared to the previous fiscal year. This was due to a decrease in operating leases revenues resulting from decreases in both the number of aircraft owned and the number of aircraft sold, a decrease in fee income resulting from the decrease in the number of aircraft sold to investors in our aircraft leasing business, and the absence of sales of ships, which had been recorded during the previous fiscal year.

Due to the above-mentioned decrease in revenues and a decrease in equity in net income of affiliates from Avolon Holdings Limited, segment profits decreased 92% to ¥3,755 million compared to the previous fiscal year.

Segment assets increased 3% to ¥601,762 million compared to the end of the previous fiscal year. This increase was due to increases in installment loans and investment in operating leases in our ship-related business.

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


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		135,709		138,017		2,308			2
Segment Profits		56,690		43,614		(13,076	)		(23	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		1,374,027		1,220,081		(153,946	)		(11	)

Segment revenues increased 2% to ¥138,017 million compared to the previous fiscal year. This increase was due to an increase in finance revenues from an increase in the number of new executions in our real estate loan origination and servicing business and an increase in gains on investment securities and dividends in our investing business in the Americas, despite a decrease in services income resulting from a sale of an asset management-related business.

Due to the absence of gains on sales of equity interests of Houlihan Lokey, Inc., etc., which had been recorded during the previous fiscal year, segment profits decreased 23% to ¥43,614 million compared to the previous fiscal year.

Segment assets decreased 11% to ¥1,220,081 million compared to the end of the previous fiscal year due to a decrease in installment loans.

- 8 -

ORIX Europe: Equity and fixed income asset management


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		148,524		160,798		12,274			8
Segment Profits		43,778		37,886		(5,892	)		(13	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		317,847		369,546		51,699			16

Segment revenues increased 8% to ¥160,798 million compared to the previous fiscal year. This increase was due to an increase in gains on investment securities and dividends.

Segment profits decreased 13% to ¥37,886 million due to the absence of gains on sales of certain business units which had been recorded during the previous fiscal year, despite a decrease in selling, general and administrative expenses.

Segment assets increased 16% to ¥369,546 million compared to the end of the previous fiscal year. This was due to an increase in investment in securities, as well as increases in goodwill, intangible assets acquired in business combinations due to the effect of changes in foreign exchange rates.

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


	Year ended March 31, 2020		Year ended March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Revenues		137,797		128,309		(9,488	)		(7	)
Segment Profits		14,673		14,660		(13	)		(0	)

	As of March 31, 2020		As of March 31, 2021		Change
	(millions of yen)		(millions of yen)		Amount (millions of yen)			Percent (%)
Segment Assets		1,010,268		1,084,222		73,954			7

Segment revenues decreased 7% to ¥128,309 million compared to the previous fiscal year. The decrease was due to decreases in services income and finance revenues, as well as the absence of gains on investment securities of an investee in Asia which had been recorded during the previous fiscal year.

Despite the recognition of gains on sales of subsidiaries and affiliates in Asia, due to the above-mentioned revenues decline and, a decrease in equity in net income of affiliates due to the recording of an impairment loss on an investment in affiliates, segment profits remained substantially unchanged compared to the previous fiscal year at ¥14,660 million.

Segment assets increased 7% to ¥1,084,222 million compared to the end of the previous fiscal year. This increase was due to increases in installment loans and investment in operating leases.

- 9 -

Outlook and Forecast

The spread of COVID-19 has had a major impact on the global economy, and it is difficult to predict when it will converge. However, we have sufficient liquidity and our funding has a high long-term debt ratio. Thus, we continue to seek new investments.

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

- 10 -

(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity


		As of March 31, 2020		As of March 31, 2021		Change
		As of March 31, 2020		As of March 31, 2021		Amount		Percent
Total Assets	(millions of yen)		13,067,528		13,563,082		495,554		4	%
(Segment Assets)			10,883,545		11,341,789		458,244		4	%
Total Liabilities	(millions of yen)		9,991,362		10,459,938		468,576		5	%
(Short-term and Long-term Debt)			4,616,186		4,724,102		107,916		2	%
(Deposits)			2,231,703		2,317,785		86,082		4	%
Shareholders’ Equity	(millions of yen)		2,993,608		3,028,456		34,848		1	%
Shareholders’ Equity Per Share	(yen)		2,386.35		2,487.77		101.42		4	%


Note 1:		Shareholders’ Equity refers to ORIX Corporation Shareholders’ Equity based on U.S. GAAP.
2:		Shareholders’ Equity Per Share is calculated using total ORIX Corporation Shareholders’ Equity.

Total assets increased 4% to ¥13,563,082 million compared to the end of the previous fiscal year due to an increase in investment in securities despite decreases in net investment in leases, installment loans and property under facility operations, and furthermore, an increase in allowance for credit losses compared to allowance for doubtful receivables on finance leases and probable loan losses as of the end of the previous fiscal year as a result of the adoption the Credit Losses Standard. In addition, segment assets increased 4% to ¥11,341,789 million compared to the end of the previous fiscal year.

Total liabilities increased 5% to ¥10,459,938 million compared to the end of the previous fiscal year due to increases in deposits, long-term debt, and policy liabilities and policy account balances despite decreases in short-term debt and trade notes, accounts and other payable.

Shareholders’ equity increased 1% to ¥3,028,456 million compared to the end of the previous fiscal year.

Summary of Cash Flows

Cash, cash equivalents and restricted cash decreased by ¥55,709 million to ¥1,079,575 million compared to the end of the previous fiscal year.

Cash flows provided by operating activities were ¥1,095,676 million during the fiscal year, up from ¥1,042,466 million during the previous fiscal year. This change resulted primarily from an increase in life insurance premiums due to an increase in in-force life insurance contracts, partially offset by a decrease in services income.

Cash flows used in investing activities were ¥1,203,252 million during the fiscal year, down from ¥1,470,486 million during the previous fiscal year. This change resulted primarily from a decrease in installment loans made to customers, partially offset by a decrease in proceeds from sales of operating lease assets.

Cash flows provided by financing activities were ¥39,884 million during the fiscal year, down from ¥288,703 million during the previous fiscal year. This change resulted primarily from a decrease in deposits due to customers, partially offset by an increase in proceeds from debt with maturities longer than three months.

- 11 -

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2021 and the Fiscal Year Ending March 31, 2022

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

Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2021 has been decided at 78.00 yen per share (interim dividend paid was 35.00 yen per share and year-end dividend has been decided at 43.00 yen per share). The payout ratio for the fiscal year ended March 31, 2021 was 50.1%, up 18.1% from the previous fiscal year. The annual dividend for the next fiscal year ending March 31, 2022 is forecasted at 78.00 yen per share (forecasted interim dividend of 39.00 yen and year-end dividend of 39.00 yen) as well as 78.00 yen per share in the previous fiscal year ended March 31, 2021.

(4) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2021, we believe no additional items have arisen concerning “Risk Factors” as stated in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 29, 2020.

2. Consideration in the Selection of Accounting Standard

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

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

- 12 -

3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)


		(millions of yen)
Assets		As of March 31, 2020			As of March 31, 2021
Cash and Cash Equivalents			982,666			951,242
Restricted Cash			152,618			128,333
Net Investment in Leases			1,080,964			1,029,518
Installment Loans			3,740,486			3,670,784
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2020	¥90,893 million
March 31, 2021	¥63,272 million
Allowance for Doubtful Receivables on Finance Leases and Probable Loan Losses			(56,836	)		0
Allowance for Credit Losses			0			(78,945	)
Investment in Operating Leases			1,400,001			1,408,189
Investment in Securities			2,245,323			2,660,443
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2020	¥25,295 million
March 31, 2021	¥9,384 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2021
Amortized Cost	¥2,026,767 million
Allowance for Credit Losses	¥120 million
Property under Facility Operations			562,485			491,855
Investment in Affiliates			821,662			887,764
Trade Notes, Accounts and Other Receivable			312,744			354,334
Inventories			126,013			142,156
Office Facilities			203,930			246,399
Other Assets			1,495,472			1,671,010
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2020	¥18,206 million
March 31, 2021	¥6,297 million

Total Assets			13,067,528			13,563,082


Liabilities and Equity
Short-term Debt			336,832			307,269
Deposits			2,231,703			2,317,785
Trade Notes, Accounts and Other Payable			282,727			260,712
Policy Liabilities and Policy Account Balances			1,591,475			1,822,422
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2020	¥300,739 million
March 31, 2021	¥266,422 million
Current and Deferred Income Taxes			356,350			363,460
Long-term Debt			4,279,354			4,416,833
Other Liabilities			912,921			971,457

Total Liabilities			9,991,362			10,459,938


Redeemable Noncontrolling Interests			10,331			0


Commitments and Contingent Liabilities

Common Stock			221,111			221,111
Additional Paid-in Capital			257,638			259,361
Retained Earnings			2,754,461			2,744,588
Accumulated Other Comprehensive Income (Loss)			(118,532	)		(84,650	)
Treasury Stock, at Cost			(121,070	)		(111,954	)

Total ORIX Corporation Shareholders’ Equity			2,993,608			3,028,456
Noncontrolling Interests			72,227			74,688

Total Equity			3,065,835			3,103,144


Total Liabilities and Equity			13,067,528			13,563,082

- 13 -

Note 1:

Breakdowns of Accumulated Other Comprehensive Income (Loss)


	As of March 31, 2020			As of March 31, 2021
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains on investment in securities		(5,001	)		(16,208	)
Debt valuation adjustments		1,457			558
Defined benefit pension plans		(26,375	)		(21,073	)
Foreign currency translation adjustments		(72,471	)		(36,456	)
Net unrealized losses on derivative instruments		(16,142	)		(11,471	)

Total		(118,532	)		(84,650	)

Note 2:

Credit Losses Standard has been adopted since April 1, 2020, and the amounts of allowance for doubtful receivables on finance leases and probable loan losses have been reclassified to allowance for credit losses. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”.

Note 3:

Allowance for credit losses on loans to affiliates are recorded in investment in affiliates since the second quarter of fiscal 2021. Before fiscal 2020, there were no allowance for probable loan losses on affiliates.

- 14 -

(2) Condensed Consolidated Statements of Income (Unaudited)


			(millions of yen)
	Year ended March 31, 2020		Year ended March 31, 2021
Revenues :
Finance revenues		276,864		271,194
Gains on investment securities and dividends		22,499		46,097
Operating leases		430,665		397,065
Life insurance premiums and related investment income		367,778		487,550
Sales of goods and real estate		406,511		410,953
Services income		776,012		679,849

Total Revenues		2,280,329		2,292,708

Expenses :
Interest expense		99,138		78,068
Costs of operating leases		289,604		295,628
Life insurance costs		269,425		374,348
Costs of goods and real estate sold		354,006		347,721
Services expense		483,914		439,233
Other (income) and expense		14,925		17,125
Selling, general and administrative expenses		460,199		456,795
Provision for doubtful receivables and probable loan losses		24,425		0
Provision for credit losses		0		16,021
Write-downs of long-lived assets		3,043		3,020
Write-downs of securities		11,969		5,935

Total Expenses		2,010,648		2,033,894

Operating Income		269,681		258,814

Equity in Net Income of Affiliates		67,924		481
Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, Net		74,001		23,300
Bargain Purchase Gain		955		4,966

Income before Income Taxes		412,561		287,561

Provision for Income Taxes		105,837		90,747

Net Income		306,724		196,814

Net Income Attributable to the Noncontrolling Interests		3,640		4,453

Net Income (Loss) Attributable to the Redeemable Noncontrolling Interests		384		(23	)

Net Income Attributable to ORIX Corporation Shareholders		302,700		192,384


Note 1:		Credit Losses Standard has been adopted since April 1, 2020 and the amounts of provision for doubtful receivables and probable loan losses have been reclassified to provision for credit losses. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”.
Note 2:		Provision for credit losses of loans to affiliates are recorded in equity in net income of affiliates since the second quarter of fiscal 2021.

- 15 -

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


				(millions of yen)
	Year Ended March 31, 2020			Year Ended March 31, 2021
Net Income :		306,724			196,814

Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities		(22,456	)		(11,182	)
Net change of debt valuation adjustments		875			(899	)
Net change of defined benefit pension plans		1,529			5,330
Net change of foreign currency translation adjustments		(31,664	)		36,246
Net change of unrealized gains (losses) on derivative instruments		(8,556	)		4,782
Total other comprehensive income (loss)		(60,272	)		34,277

Comprehensive Income		246,452			231,091

Comprehensive Income Attributable to the Noncontrolling Interests		756			5,128

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests		187			(303	)

Comprehensive Income Attributable to ORIX Corporation Shareholders		245,509			226,266

- 16 -

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


	(millions of yen)
	ORIX Corporation Shareholders’ Equity
	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total ORIX Corporation Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance at March 31, 2019		221,111		257,625			2,555,585			(61,343	)		(75,904	)		2,897,074			56,127			2,953,201

Contribution to subsidiaries																0			17,047			17,047
Transaction with noncontrolling interests				241						2						243			1,340			1,583
Comprehensive income, net of tax:
Net income							302,700									302,700			3,640			306,340
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities										(22,390	)					(22,390	)		(66	)		(22,456	)
Net change of debt valuation adjustments										875						875			0			875
Net change of defined benefit pension plans										1,527						1,527			2			1,529
Net change of foreign currency translation adjustments										(28,917	)					(28,917	)		(2,550	)		(31,467	)
Net change of unrealized gains (losses) on derivative instruments										(8,286	)					(8,286	)		(270	)		(8,556	)

Total other comprehensive income (loss)																(57,191	)		(2,884	)		(60,075	)

Total comprehensive income																245,509			756			246,265

Cash dividends							(103,824	)								(103,824	)		(3,043	)		(106,867	)
Acquisition of treasury stock													(45,720	)		(45,720	)		0			(45,720	)
Disposal of treasury stock				(334	)								554			220			0			220
Other, net				106												106			0			106

Balance at March 31, 2020		221,111		257,638			2,754,461			(118,532	)		(121,070	)		2,993,608			72,227			3,065,835

Cumulative effect of adopting Accounting Standards Update 2016-13							(42,855	)								(42,855	)		(71	)		(42,926	)

Balance at April 1, 2020		221,111		257,638			2,711,606			(118,532	)		(121,070	)		2,950,753			72,156			3,022,909

Contribution to subsidiaries																0			18,225			18,225
Transaction with noncontrolling interests				1,700												1,700			(8,688	)		(6,988	)
Comprehensive income, net of tax:
Net income							192,384									192,384			4,453			196,837
Other comprehensive income
Net change of unrealized gains (losses) on investment in securities										(11,207	)					(11,207	)		25			(11,182	)
Net change of debt valuation adjustments										(899	)					(899	)		0			(899	)
Net change of defined benefit pension plans										5,302						5,302			28			5,330
Net change of foreign currency translation adjustments										36,015						36,015			511			36,526
Net change of unrealized gains on derivative instruments										4,671						4,671			111			4,782

Total other comprehensive income																33,882			675			34,557

Total comprehensive income																226,266			5,128			231,394

Cash dividends							(95,164	)								(95,164	)		(12,133	)		(107,297	)
Acquisition of treasury stock													(55,443	)		(55,443	)		0			(55,443	)
Disposal of treasury stock				(227	)		(0	)					322			95			0			95
Cancellation of treasury stock							(64,237	)					64,237			0			0			0
Other, net				250			(1	)								249			0			249

Balance at March 31, 2021		221,111		259,361			2,744,588			(84,650	)		(111,954	)		3,028,456			74,688			3,103,144

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

- 17 -

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


	(millions of yen)
	Year ended March 31, 2020			Year ended March 31, 2021
Cash Flows from Operating Activities:
Net income		306,724			196,814
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		304,204			315,955
Principal payments received under net investment in leases		474,110			419,907
Provision for doubtful receivables and probable loan losses		24,425			—
Provision for credit losses		—			16,021
Equity in net (income) loss of affiliates (excluding interest on loans)		(65,764	)		837
Gains on sales of subsidiaries and affiliates and liquidation losses, net		(74,001	)		(23,300	)
Bargain purchase gain		(955	)		(4,966	)
Gains on sales of securities other than trading		(18,886	)		(15,228	)
Gains on sales of operating lease assets		(51,072	)		(26,358	)
Write-downs of long-lived assets		3,043			3,020
Write-downs of securities		11,969			5,935
Decrease in trading securities		63,681			12,103
(Increase) Decrease in inventories		11,938			(12,061	)
(Increase) Decrease in trade notes, accounts and other receivable		12,348			(12,657	)
Decrease in trade notes, accounts and other payable		(3,853	)		(1,947	)
Increase in policy liabilities and policy account balances		70,120			230,947
Other, net		(25,565	)		(9,346	)

Net cash provided by operating activities		1,042,466			1,095,676

Cash Flows from Investing Activities:
Purchases of lease equipment		(948,445	)		(709,999	)
Installment loans made to customers		(1,527,000	)		(1,198,978	)
Principal collected on installment loans		1,134,142			1,139,608
Proceeds from sales of operating lease assets		339,504			138,912
Investment in affiliates, net		(44,140	)		(112,922	)
Proceeds from sales of investment in affiliates		79,950			41,730
Purchases of available-for-sale debt securities		(711,973	)		(709,349	)
Proceeds from sales of available-for-sale debt securities		249,427			285,836
Proceeds from redemption of available-for-sale debt securities		82,754			31,859
Purchases of equity securities other than trading		(53,616	)		(56,314	)
Proceeds from sales of equity securities other than trading		34,145			30,532
Purchases of property under facility operations		(44,466	)		(43,954	)
Acquisitions of subsidiaries, net of cash acquired		(134,894	)		(82,163	)
Sales of subsidiaries, net of cash disposed		91,835			57,722
Other, net		(17,709	)		(15,772	)

Net cash used in investing activities		(1,470,486	)		(1,203,252	)

Cash Flows from Financing Activities:
Net increase (decrease) in debt with maturities of three months or less		16,182			(42,136	)
Proceeds from debt with maturities longer than three months		924,779			1,171,350
Repayment of debt with maturities longer than three months		(832,881	)		(1,013,937	)
Net increase in deposits due to customers		304,182			85,737
Cash dividends paid to ORIX Corporation shareholders		(103,824	)		(95,164	)
Acquisition of treasury stock		(45,720	)		(55,443	)
Contribution from noncontrolling interests		23,994			24,487
Purchases of shares of subsidiaries from noncontrolling interests		(4,501	)		(4,791	)
Net increase (decrease) in call money		10,000			(17,500	)
Other, net		(3,508	)		(12,719	)

Net cash provided by financing activities		288,703			39,884

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash		(8,979	)		11,983

Net decrease in Cash, Cash Equivalents and Restricted Cash		(148,296	)		(55,709	)

Cash, Cash Equivalents and Restricted Cash at Beginning of Year		1,283,580			1,135,284

Cash, Cash Equivalents and Restricted Cash at End of Year		1,135,284			1,079,575


	Note:			Credit Losses Standard has been adopted since April 1, 2020, and the amounts of provision for doubtful receivables and probable loan losses have been reclassified to provision for credit losses. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”.

- 18 -

(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

Segment Information by Sector


															(millions of yen)

	Year ended March 31, 2020						Year ended March 31, 2021						March 31, 2020		March 31, 2021
	Segment Revenues			Segment Profits			Segment Revenues			Segment Profits			Segment Assets		Segment Assets

Corporate Financial Services and Maintenance Leasing		428,036			62,978			429,799			59,149			1,789,693		1,658,571
Real Estate		468,086			80,182			359,798			24,684			821,194		872,095
PE Investment and Concession		296,365			44,110			331,222			3,431			322,522		378,698
Environment and Energy		148,423			11,625			143,187			28,563			478,796		506,666
Insurance		371,387			44,833			491,894			55,119			1,580,158		1,959,521
Banking and Credit		84,355			39,096			83,724			48,030			2,603,736		2,690,627
Aircraft and Ships		64,650			45,287			31,617			3,755			585,304		601,762
ORIX USA		135,709			56,690			138,017			43,614			1,374,027		1,220,081
ORIX Europe		148,524			43,778			160,798			37,886			317,847		369,546
Asia and Australia		137,797			14,673			128,309			14,660			1,010,268		1,084,222

Segment Total		2,283,332			443,252			2,298,365			318,891			10,883,545		11,341,789

Difference between Segment Total and Consolidated Amounts		(3,003	)		(30,691	)		(5,657	)		(31,330	)		2,183,983		2,221,293

Consolidated Amounts		2,280,329			412,561			2,292,708			287,561			13,067,528		13,563,082

Note 1:

The Company evaluates the performance of segments based on income before income taxes, adjusted for net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests before applicable tax effect. Tax expenses are not included in segment profits.

Note 2:

Since April 1, 2020, the operating segments regularly reviewed by the chief operating decision maker to make decisions about resource allocations and assess performance have been changed, resulting in a reorganization of our reportable segments from six segments to ten segments for the fiscal year ended March 31, 2021. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Note 3:

Since April 1, 2020, the selling, general and administrative expenses that should be borne by the ORIX Group, which were initially charged to its respective segments, have been included in the difference between segment total profits and consolidated amounts for the fiscal year ended March 31, 2021. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Note 4:

Credit Losses Standard has been adopted since April 1, 2020. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards).”

Note 5:

Inter-segment transactions are included in segment revenues, and eliminations of inter-segment transactions are included in difference between segment total and consolidated amounts.

- 19 -

(8) Per Share Data (Unaudited)


	Year ended March 31, 2020		Year ended March 31, 2021

			(millions of yen)
Net Income Attributable to ORIX Corporation Shareholders		302,700		192,384


			(thousands of shares)
Weighted-average shares		1,275,166		1,236,897
Effect of Dilutive Securities -
Stock compensation		1,153		1,197

Weighted-average shares for diluted EPS computation		1,276,319		1,238,094


			(yen)
Earnings per share for net income attributable to ORIX Corporation shareholders
Basic		237.38		155.54
Diluted		237.17		155.39

			(yen)
Shareholders’ equity per share		2,386.35		2,487.77

Note:

In fiscal 2020 and 2021, there was no stock compensation which was antidilutive.

- 20 -

(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements

Significant Accounting Policies

(Adoption of New Accounting Standards)

In June 2016, the Credit Losses Standard was issued, and related amendments were issued thereafter. These updates significantly change how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss model requires companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are within the scope of these updates. These updates also make targeted amendments to the current impairment model for available-for-sale debt securities. The Company and its subsidiaries adopted these updates on April 1, 2020 through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. The allowance for credit losses for financial assets such as installment loans, net investment in leases and off-balance-sheet credit exposures such as financial guarantees and loan commitments was increased due to the changes of the measurement of the allowance for credit losses. The effect of the adoption of these updates on the Company and its subsidiaries’ financial position at the adoption date was an increase of ¥ 31,745 million in the allowance for credit losses for financial assets, an increase of ¥ 28,294 million in other liabilities related to off-balance sheet credit exposures and a decrease of ¥ 42,855 million in retained earnings in the consolidated balance sheets as of April 1, 2020.

In January 2017, Accounting Standards Update 2017-04 (“Simplifying the Test for Goodwill Impairment”—ASC 350 (“Intangible—Goodwill and Other”)) was issued. This Update eliminates Step 2 from the conventional two-step goodwill impairment test. Instead, goodwill impairments would be measured by the amount by which the carrying amount exceeds the reporting unit’s fair value. This Update also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it is more likely than not that the goodwill is impaired, to perform Step 2 of the goodwill impairment test. The Company and its subsidiaries adopted this Update on April 1, 2020. The adoption of this update had no material impact on the Company and its subsidiaries’ results of operation or financial position.

(10) Notes to Consolidated Financial Statements

(Subsequent Events)

There are no material subsequent events.

- 21 -

LOGO

Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2021 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2022

TOKYO, Japan—May 13, 2021—ORIX Corporation (“ORIX”) announced the details relating to the expected dividend for the fiscal year ended March 31, 2021. The final amount of the said dividend will be determined by the Board of Directors to be held on May 20, 2021. The annual dividend forecast for the fiscal year ending March 31, 2022 is also included in this announcement as below.

Dividend Detail for the Fiscal Year Ended March 31, 2021


	Amount Decided	Previous Dividend Forecast	Dividend Paid for the Fiscal Year Ended March 31, 2020
Record Date	March 31, 2021	March 31, 2021	March 31, 2020
Dividend Per Share (Annual)	43.00 yen (78.00 yen)	41.00 yen (76.00 yen)	41.00 yen (76.00 yen)
Total Dividend Amount (Annual)	52,438 million yen (96,108 million yen)	—	51,493 million yen (96,356 million yen)
Effective Date	June 7, 2021	—	June 18, 2020
Source of Dividend	Retained earnings	—	Retained earnings

Basic Profit Distribution Policy

ORIX aims to increase shareholder value by utilizing profits earned from business activities that were secured primarily as retained earnings, to strengthen its business foundation and make investments for future growth. At the same time, ORIX strives to make stable and sustainable distribution of dividends at the level in line with its business performance. In addition, with regards to the decision of whether to buy back shares, ORIX aims to act with flexibility and swiftness while considering various factors such as the adequate level of retained earnings, the soundness of its financial condition and external factors such as changes in the business environment, share price and its trend and target performance indicators.

Annual Dividend Forecast for the Fiscal Year Ending March 31, 2022

The spread of COVID-19 has continued to have a major impact on the global economy, and it is still difficult to forecast the earnings for the current fiscal year. However, as ORIX focuses on a stable and sustainable distribution of dividends to shareholders ,the annual dividend for the fiscal year ending March 31, 2022 is forecasted at 78.00 yen per share (forecasted interim dividend of 39.00 yen and year-end dividend of 39.00 yen).

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 31 countries and regions across the world.

Going forward, ORIX intends to utilize its strengths and expertise, which generate new value, to establish an independent ORIX business model that continues to evolve perpetually. In this way, ORIX will engage in business activities that instill vitality in its companies and workforce, and thereby contribute to society. For more details, please visit our website: https://www.orix.co.jp/grp/en/

(As of March 31, 2021)

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, 2020 – March 31, 2021.”

LOGO

Notice Regarding Repurchase of Own Shares

TOKYO, Japan—May 13, 2021—ORIX Corporation (“ORIX”) hereby announces that its Board of Directors passed a resolution approving the matters required under Article 156, Paragraph 1 of the Companies Act for the repurchase of its own shares, to be implemented pursuant to Article 459, Paragraph 1 of the Companies Act and Article 34 of the Articles of Incorporation.

1.	Reason for Repurchase of Own Shares

ORIX will repurchase its own shares in order to enhance shareholder returns and improve capital efficiency.

2.	Details of Share Repurchase

(1)

Class of shares to be repurchased: Common shares

(2)

Total number of shares: Up to 50,000,000 shares

(approx.4.1% 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 17, 2021 to March 31, 2022

(5)

Method of share repurchase: Market purchases based on the discretionary dealing contract regarding

repurchase of own shares

(Reference)

1.	Policies for Share Cancellation

At the Board of Directors meeting held on October 28, 2019, ORIX approved a policy regarding cancellation of its own shares under which, in principle, ORIX shall maintain a total number of its own shares equal to approximately 5% of the total number of issued shares (at maximum) and shall cancel the shares exceeding such amount. The actual number of shares cancelled will be announced after completing the repurchase stated above.

2.	Status of Treasury Shares as of March 31, 2021

Total outstanding shares (excluding treasury shares): 1,219,492,564 shares

Treasury shares: 66,231,916 shares

*	The Company’s shares held through the Board Incentive Plan Trust (2,154,248 shares) are not included in the number of treasury shares.

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

(As of March 31, 2021)

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, 2020 – March 31, 2021.”

LOGO

Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation

TOKYO, Japan—May 13, 2021—ORIX Corporation (TSE: 8591; NYSE: IX) today made public an announcement that the Nominating Committee has decided the candidates for Member of the Board of Directors. The nominations are scheduled to be finalized at the 58^th Annual General Meeting of Shareholders of the Company on June 25, 2021.

The Company announced that it decided the composition of the Audit, Nominating and Compensation Committees in the Board of Directors meeting held today. All members of the Nominating, Audit and Compensation Committees are composed of outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 58^th Annual General Meeting of Shareholders of the Company on June 25, 2021. Candidates for the 12 Member of the Board of Directors positions (including 6 Outside Directors) are as follows:


Makoto Inoue		Heizo Takenaka (Outside Director)
Shuji Irie		Michael Cusumano (Outside Director)
Shoji Taniguchi		Sakie Akiyama (Outside Director)
Satoru Matsuzaki		Hiroshi Watanabe (Outside Director)
Stan Koyanagi		Aiko Sekine (Outside Director)
Yoshiteru Suzuki		Chikatomo Hodo (Outside Director, newly nominated)

Details on Candidates for New Member of the Board of Directors (Outside Director)

Chikatomo Hodo (Born July 31, 1960)


Sep.1982		Joined Accenture Japan Ltd.
Sep.2005		Representative Director, Accenture Japan Ltd.
Apr.2006		Representative Director and President, Accenture Japan Ltd.
Sep.2015		Director and Chairman, Accenture Japan Ltd. (retired on August 2017)
Sep.2017		Director and Senior Corporate Advisor, Accenture Japan Ltd. (retired as a Director on June 2018)
Jun.2018		Outside Director, Konica Minolta Inc. (present position)
Jul.2018		Senior Corporate Advisor, Accenture Japan Ltd. (present position)
Jun.2019		Outside Director, Mitsubishi Chemical Holdings Corporation (present position)

Basis for candidacy for appointment a Member of the Board of Directors

Mr. Chikatomo Hodo is a candidate for new Member of the Board of Directors (Outside Director). He served as a Representative Director and President of Accenture Japan Ltd., and currently serves as a Senior Corporate Advisor of Accenture Japan Ltd. He has a wealth of knowledge and experience as a corporate management and digital business.

The Nominating Committee has appointed him as a candidate for new Member of the Board of Directors (Outside Director) because it has determined he can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Details on Candidates for Member of the Board of Directors (Outside Director)

Heizo Takenaka (Born March 3, 1951)


Apr.1990		Assistant Professor, Faculty of Policy Management at Keio University
Apr.1996		Professor, Faculty of Policy Management at Keio University (retired on October 2006)
Apr.2001		Minister of State for Economic and Fiscal Policy
Sep.2002		Minister of State for Financial Services and for Economic and Fiscal Policy
Jul.2004		Elected to House of Councillors
Sep.2004		Minister of State for Economic and Fiscal Policy and Communications and Privatization of Postal Services
Oct.2005		Minister for Internal Affairs and Communications and Privatization of Postal Services
Dec.2006		Director, Academyhills (present position)
Aug.2009		Chairman and Director, PASONA Group Inc. (present position)
Apr.2010		Professor, Faculty of Policy Management at Keio University (retired on March 2016)
Jun.2015		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
Apr.2016		Professor, Faculty of Regional Development Studies at Toyo University (currently Faculty of Global and Regional Studies at Toyo University) (retired on March 2021) Director, Center for Global Innovation Studies at Toyo University (retired on March 2021)
Jun.2016		Board of Directors (Outside Director), SBI Holdings, Inc. (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Heizo Takenaka is a candidate for Member of the Board of Directors (Outside Director). He served successively as Minister of State for Economic and Fiscal Policy, Minister of State for Financial Services, Minister of State for Communications and Privatization of Postal Services and Minister for Internal Affairs. He has a deep understanding of the environment and events of business management and economics and financial policies both in Japan and overseas.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Audit Committee, pointing to important matters regarding company management, using his expertise in economics and financial policies.

The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.

Michael Cusumano (Born September 5, 1954)


Jul.1986		Assistant Professor, Sloan School of Management at Massachusetts Institute of Technology
Jul.1996		Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology (present position)
Jul.2007		Professor, Faculty of Engineering Systems, School of Engineering at Massachusetts Institute of Technology (retired on March 2016)
Apr.2016		Special Vice President and Dean, Tokyo University of Science (retired on May 2017)
Apr.2019		Member of the Board of Directors (Outside Director), Ferratum Plc (present position)
Jun.2019		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
Apr.2020		Senior Specially Appointed Professor, Tokyo University of Science (present position)
Jul.2020		Deputy Dean, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Mr. Michael Cusumano is a candidate for Member of the Board of Directors (Outside Director). He currently serves as Deputy Dean and Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology, and as a global authority has a deep understanding of business strategy and technology management.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Compensation Committee, pointing to important matters regarding company management, using his expertise in business strategy and technology management.

Sakie Akiyama (Born December 1, 1962)


Apr.1987		Joined Arthur Andersen & Co. (retired on March 1994)
Apr.1994		Founded Saki Corporation Representative Director and Chief Executive Officer, Saki Corporation (retired on September 2018)
Oct.2018		Founder, Saki Corporation (present position)
Jun.2019		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
		Member of the Board of Directors (Outside Director), Sony Corporation (present position)
		Board of Directors (Outside Director), JAPAN POST HOLDINGS Co., Ltd. (present position)
Jun.2020		Member of the Board (Outside Director), Mitsubishi Corporation (present position)

Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)

Ms. Sakie Akiyama is a candidate for Member of the Board of Directors (Outside Director). She founded Saki Corporation and served as a Representative Director and Chief Executive Officer of Saki Corporation. She has wide-ranging experience and knowledge of corporate management.

As Chairperson of the Nominating Committee, she has actively expressed his opinions and made proposals, leading discussions and deliberations on members of the Board of Directors and executive officers suitable for the Company’s business operations.

The Nominating Committee has appointed her as a candidate for Member of the Board of Directors (Outside Director) because it has determined she can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.

Hiroshi Watanabe (Born June 26, 1949)


Apr.1972		Joined the Ministry of Finance
Jan.2003		Director-General, International Bureau, Ministry of Finance
Jul.2004		Vice Minister of Finance for International Affairs, Ministry of Finance (retired on July 2007)
Oct.2007		Special Advisor, Japan Center for International Finance (retired on September 2008)
Apr.2008		Professor, Graduate School of Commerce and Management / Faculty of Commerce and Management at Hitotsubashi University (retired on September 2008)
Oct.2008		Deputy Governor, Japan Finance Corporation (retired on March 2012)
Apr.2012		Deputy Governor, Japan Bank for International Cooperation
Dec.2013		Governor, Japan Bank for International Cooperation (retired on June 2016)
Oct.2016		President, Institute for International Monetary Affairs (present position)
Jun.2017		Outside Director, Mitsubishi Materials Corporation (present position)
Jun.2020		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)

Basis for candidacy for appointment a Member of the Board of Directors

Mr. Hiroshi Watanabe is a candidate for Member of the Board of Directors (Outside Director). He served successively as in key positions at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and currently serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, wide-ranging experience and knowledge of corporate management.

He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting, Compensation Committee and Audit Committee, pointing to important matters regarding company management, using his expertise in finance and economic both in Japan and overseas.

Aiko Sekine (Born May 13, 1958)


Apr.1981		Joined Citibank, N.A., Tokyo Branch (retired on January 1984)
Oct.1985		Joined Aoyama Audit Corporation
Mar.1989		Certified as Public Accountant, Japan
Jul.2001		Partner of Chuo Aoyama Audit Corporation (retired on August 2006)
Sep.2006		Partner of Aarata Audit Corporation (currently PricewaterhouseCoopers Aarata LLC) (retired on July 2016)
Jul.2007		Executive Board Member of Japanese Institute of Certified Public Accountants
Jan.2008		Board Member of International Ethics Standards Board for Accountants, International Federation of Accountants (retired on December 2010)
Jul.2010		Deputy President of Japanese Institute of Certified Public Accountants
Jul.2016		Chairman and President of Japanese Institute of Certified Public Accountants (retired on July 2019)
Jan.2019		Member of the Nominating Committee, International Federation of Accountants
Jul.2019		Advisor of Japanese Institute of Certified Public Accountants (present position)
Jun.2020		Member of the Board of Directors (Outside Director), ORIX Corporation (present position)
		Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited (present position)
		Outside Audit & Supervisory Board Member, IHI Corporation (present position)
Sep.2020		Professor, Waseda University, Faculty of Commerce (present position)
Oct.2020		Trustee, International Valuation Standards Council (present position)

Basis for candidacy for appointment as a Member of the Board of Directors

Ms. Aiko Sekine is a candidate for Member of the Board of Directors (Outside Director). She served on government and institutional finance and accounting councils both in Japan and overseas, and served as Partner of Aarata Audit Corporation and Chairman and President of Japanese Institute of Certified Public Accountants. She has extensive knowledge as a professional accountant.

As Chairperson of the Audit Committee, she has received periodic reports from the Company’s internal audit unit and actively expressed her opinions and made proposals, while leading discussions on the effectiveness of the Company’s internal control system.

Nominating Committee

3 Members (Outside Directors: 3)

Chairperson: Sakie Akiyama

Members: Hiroshi Watanabe and Aiko Sekine

Audit Committee

3 Members (Outside Directors: 3)

Chairperson: Aiko Sekine

Members: Hiroshi Watanabe and Chikatomo Hodo

Compensation Committee

3 Members (Outside Directors: 3)

Chairperson: Heizo Takenaka

Members: Michael Cusumano and Chikatomo Hodo

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

(As of March 31, 2021)

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, 2020 – March 31, 2021.”

LOGO

Announcement Regarding Management Changes

Tokyo, Japan—May 13, 2021—ORIX Corporation (“ORIX”) today made public an announcement regarding management changes.

∎	Management Changes (Effective as of June 25, 2021)


New Position	Present Position	Name
Member of the Board of Directors (Outside Director)	(Newly nominated)	Chikatomo Hodo
Retire	Member of the Board of Directors (Outside Director)	Ryuji Yasuda

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

(As of March 31, 2021)

Caution Concerning Forward Looking Statements:

LOGO

Notice of Partial Amendment to ORIX’s Articles of Incorporation

TOKYO, Japan—May 13, 2021—ORIX Corporation (hereinafter, “ORIX”) announced today that it was resolved at its Board of Directors’ meeting held on May 13, 2021, that a proposal for “Partial Amendment to ORIX’s Articles of Incorporation” will be submitted as one of the agenda for the 58^th Annual General Meeting of Shareholders to be held on June 25, 2021, as detailed below.

1.	Reason for the Proposals

In order to reflect more accurately the current business activities of ORIX and its subsidiaries and clarify its businesses, we propose to add a new business purpose to Article 2 of ORIX’s current Articles of Incorporation. (Add Article 2(14))

2.	Details of the Amendment


		(changes are underlined)
Current Articles of Incorporation		Proposed Articles of Incorporation
Article 2. (Purposes) The purpose of the Company shall be to engage in the following businesses:		Article 2. (Purposes) The purpose of the Company shall be to engage in the following businesses:

(1) ~ (13) [Omitted]		(1) ~ (13) [No Change]

[New Provision]		(14) Power generation business

(14) ~ (24) [Omitted]		(15) ~ (25) [No Change]

3.	Date of Amendment of the Articles of Incorporation

The amendment shall be effective on and from June 25, 2021.

Contact Information:

Investor Relations and Sustainability Department

ORIX Corporation

Tel: +81-3-3435-3121

About ORIX:

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.

(As of March 31, 2021)

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, 2020 – March 31, 2021.”