Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273159
The information in this prospectus supplement and the accompanyingprospectus
is not complete and may be changed. This prospectus supplement and the
accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the
offer or saleis not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated July 7, 2023)
ORIX CORPORATION
US$
Senior Notes
We expect to issue one or more series of U.S. dollar-denominated senior fixed
rate notes, or collectively, the notes, in aggregate principalamounts and with
maturity dates to be determined.
The notes will bear interest commencing September , 2024 at a
per
annum
rate of %, payable in arrears on March and September of each year, with the
first interest payment to be made on March, 2025. The notes will notbe
redeemable prior to maturity, except as set forth under "Description of
Notes--Optional Tax Redemption" in this prospectus supplement, and will not be
subject to any sinking fund.
The notes will be issued only in registered form in minimum denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof.The notes are
not and will not be listed on any securities exchange.
Investing in the notes involves risks. You should carefully considerthe risk
factors set forth in "Item 3. Key Information--Risk Factors" of our most
recent annual report on
Form 20-F
filed with the U.S. Securities and Exchange Commission, or the SEC, and inthe "
Risk Factors
" section beginning on page
S-9
of this prospectus supplement before making any decision to invest in the notes.
Per Note Total
Public offering price % $
(1)
Underwriting discount % $
Proceeds, before expenses, toORIX % $
(1)
(1) Plus accrued interest from September, 2024, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy ofthis
prospectus supplement or the related prospectus. Any representation to the
contrary is a criminal offense.
The notes will be readyfor delivery in book-entry form through the book-entry
delivery system of The Depository Trust Company, or DTC, for the accounts of
its participants, including Clearstream Banking S.A., or Clearstream, and
Euroclear Bank SA / NV, or Euroclear, on orabout September, 2024.
Joint Book-Running Managers
BofA Securities Citigroup J.P. Morgan Morgan Stanley
The date of this prospectus supplement is September, 2024.
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TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement S-iii
Cautionary Note Regarding Forward-Looking Statements S-v
Prospectus Supplement Summary S-1
Risk Factors S-9
Selected Financial Data S-11
Capitalization and Indebtedness S-15
Use of Proceeds S-16
Description of Notes S-17
Tax Considerations S-23
Underwriting S-29
Legal Matters S-34
Incorporation By Reference S-35
Annex A-1
Prospectus
Page
About This Prospectus 1
Cautionary Note Regarding Forward-Looking Statements 3
ORIX Corporation 3
Offering Information 4
Capitalization and Indebtedness 5
Use of Proceeds 6
Description of Senior Debt Securities 7
Clearance and Settlement 15
Taxation 18
Certain Benefit Plan Investor Considerations 18
Plan of Distribution 20
Experts 22
Legal Matters 22
Enforcement of Civil Liabilities 22
Where You Can Find More Information 23
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus
supplement, which describes the specific terms of the offering of thenotes and
also adds to, updates and changes information contained in the base prospectus
filed with the SEC dated July 7, 2023, and the documents incorporated by
reference in this prospectus supplement. The second part is the above-mentionedb
ase prospectus, to which we refer as the "accompanying prospectus." The
accompanying prospectus contains a description of the senior debt securities
and gives more general information, some of which may not apply to the notes.
If thedescription of the notes in this prospectus supplement differs from the
description in the accompanying prospectus, the description in this prospectus
supplement supersedes the description in the accompanying prospectus.
We have not authorized any other person to provide you with any information
other than that contained in or incorporated by reference intothis prospectus
supplement, in the accompanying prospectus or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. "Incorporated
by reference" means that we can disclose important information toyou by
referring you to another document filed separately with the SEC. We are not
responsible for, and can provide no assurance as to the accuracy of, any other
information that any other person may give you. We are not making, nor are
theunderwriters making, an offer to sell the notes in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information
appearing in this prospectus supplement, the accompanying prospectus or in any
free writingprospectus prepared by or on behalf of us or to which we have
referred you, including any information incorporated by reference herein or
therein, is accurate as of any date other than its respective date. Our
business, financial condition, resultsof operations and prospects may have
changed since those respective dates.
Unless the context otherwise requires, references in thisprospectus supplement
to "ORIX" refer to ORIX Corporation, and to "we," "us," "our," "ORIX Group"
and similar terms refer to ORIX Corporation and its subsidiaries, taken as a
whole. We use the word"you" to refer to prospective investors in the notes.
Our consolidated financial statements have been prepared in accordancewith
accounting principles generally accepted in the United States of America, or
U.S. GAAP. Our condensed interim consolidated financial statements, which is
comprised of our condensed interim consolidated balance sheet, our condensed
interimconsolidated statements of income and comprehensive income and notes to
our condensed interim consolidated financial statements, have been prepared in
accordance with Article 5, Paragraph 4 of the Standards for the Preparation of
Quarterly FinancialStatements of the Tokyo Stock Exchange Inc., or the
Standards, and U.S. GAAP, applying the provisions for reduced disclosures as
set forth in Article 5, Paragraph 5 of the Standards. Accordingly, our
condensed interim consolidated financialstatements are not a complete set of
condensed financial statements in accordance with U.S. GAAP. Unless otherwise
stated or the context otherwise requires, all amounts in such financial
statements are expressed in Japanese yen.
In this prospectus supplement, when we refer to "dollars," "US$" and "$," we
mean U.S. dollars, and, when werefer to "yen" and "Y," we mean Japanese yen.
This prospectus supplement contains a translation of certain Japanese yen
amounts into U.S. dollars solely for your convenience.
Certain monetary amounts, ratios and percentage data included in this
prospectus supplement have been subject to rounding adjustments for
theconvenience of the reader. Accordingly, figures shown as totals in certain
tables may not be equal to the arithmetic sums of the figures which precede
them.
Representation of Gross Recipient Status upon Initial Distribution
By
subscribing
for
the
notes,
an
investor
will
be
deemed
to
have
represented
that
it
is
a
"Gross
Recipient."
A "Gross Recipient" for this purpose is (i) a beneficial owner that is, for
Japanese tax purposes, neither (x) anindividual resident of Japan or a
Japanese corporation, nor (y) an individual
non-resident
of Japan or a
non-Japanese
corporation that in either case is a personhaving a special relationship with
the issuer of the notes as described in Article 6, paragraph (4) of the Act on
Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended,
or the "Act on Special MeasuresConcerning Taxation"), (ii) a Japanese financial
S-iii
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institution, designated in Article
3-2-2,
paragraph (29) of the Cabinet Order relating to the Act on SpecialMeasures
Concerning Taxation (Cabinet Order No. 43 of 1957, as amended, or the "Cabinet
Order"), that will hold notes for its own proprietary account, or (iii) an
individual resident of Japan or a Japanese corporation whosereceipt of
interest on the notes will be made through a payment handling agent in Japan
as defined in Article
2-2,
paragraph (2) of the Cabinet Order. As part of the initial distribution by
theunderwriters at any time, the notes are not to be directly or indirectly
offered or sold to, or for the benefit of, any person other than a Gross
Recipient or to others for
re-offering
or
re-sale,
directly or indirectly, to, or for the benefit of, any person other than a
Gross Recipient.
Prohibition ofSales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to
and should not beoffered, sold or otherwise made available to any retail
investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point(11) of Article 4(1) of Directive 2014/65/EU, as amended
("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as
amended (the "Insurance Distribution Directive"), where that customer would
not qualifyas a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129, as amended (the "Prospectus Regulation"). Consequently, no key
informationdocument required by Regulation (EU) No. 1286/2014, as amended (the
"PRIIPs Regulation"), for offering or selling the notes or otherwise making
them available to retail investors in the EEA has been prepared and,
therefore, offeringor selling the notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition ofSales to U.K. Retail Investors
The notes are not intended to be offered, sold or otherwise made available to
and should not beoffered, sold or otherwise made available to any retail
investor in the United Kingdom (the "U.K."). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) ofArticle 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act2000, as amended (the "FSMA"), and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation(EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA (the "U.K. ProspectusRegulation"). Consequently no key
information document required by the PRIIPs Regulation as it forms part of
domestic law by virtue of the EUWA (the "U.K. PRIIPs Regulation") for offering
or selling the notes or otherwise making themavailable to retail investors in
the U.K. has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the U.K. may be
unlawful under the U.K. PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification
Notification under Section 309B of the Securities and Futures Act 2001 of
Singapore (the "SFA") - In connection withSection 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore (the "CMP Regulations 2018"), we have determined, and hereby notify
all relevant persons (as defined inSection 309(A)(1) of the SFA), that the
notes are "prescribed capital markets products" (as defined in the CMP
Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice
SFA
04-N12:
Notice on the Sale of Investment Products and MAS Notice
FAA-N16:
Notice on Recommendations on Investment Products).
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains statements that constitute "forward-looking
statements" within the meaning ofSection 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. Words such as "believe," "will,"
"should,""expect," "intend," "anticipate," "estimate" and similar expressions,
identify forward-looking statements. Forward-looking statements, which include
statements contained in "Item 3. KeyInformation--Risk Factors," "Item 5.
Operating and Financial Review and Prospects" and "Item 11. Quantitative and
Qualitative Disclosure about Market Risk" of our annual report on Form
20-F
for the fiscal year ended March 31, 2024 and statements contained in our
report on Form
6-K
furnished to the SEC on August 5, 2024, are inherently subjectto a variety of
risks and uncertainties that could cause actual results to differ materially
from those set forth in such statements.
Wehave identified some of the risks inherent in forward-looking statements in
"Item 3. Key Information--Risk Factors" of our most recent annual report on
Form
20-F
and in the "RiskFactors" section of this prospectus supplement. Other factors
could also adversely affect our results or the accuracy of forward-looking
statements in this prospectus supplement, and you should not consider the
factors discussed here or in"Item 3. Key Information--Risk Factors" of our
most recent annual report on Form
20-F
to be a complete set of all potential risks or uncertainties.
The forward-looking statements included or incorporated by reference in this
prospectus supplement are made only as of the dates on which suchstatements
were made. We expressly disclaim any obligation or undertaking to release any
update or revision to any forward-looking statement contained herein to
reflect any change in our expectations with regard thereto or any change in
events,conditions or circumstances on which any statement is based.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere,
or incorporated by reference, in this prospectus supplementand the
accompanying prospectus. You should read carefully the entire prospectus
supplement, the accompanying prospectus and the documents incorporated by
reference before making an investment decision.
ORIX CORPORATION
Overview
ORIX Corporation is a joint stock corporation (
kabushiki kaisha
) formed under Japanese law. We were founded as a Japanese corporationin 1964
in Osaka, Japan, as Orient Leasing Co., Ltd., a specialist in equipment
leasing. Over the succeeding decades, we have grown from a leasing specialist
to become one of Japan's leading financial services companies, providing a
broad rangeof commercial and consumer finance products and services to
Japanese and overseas customers. Since April 1, 2020, our reportable segments
are organized into ten business segments, which are:
. Corporate Financial Services
and Maintenance Leasing
. Our Corporate Financial Services and MaintenanceLeasing business segment consists of our finance
and fee business, leasing and rental of automobiles and electronic measuring instruments and
ICT-related
equipment. In corporate financial services, we areengaged in financial businesses with a focus on profitability, and fee
businesses by providing life insurance and environment and energy-related products and services to domestic small and
medium-sized
enterprise customers, as well as business succession support and M&A
broking. In the automobile-related businesses, we focus on small and
medium-sized
enterprises and individual customers, as well as largecorporate customers, using
our expertise stemming from our large number of fleets under management and
one-stop
automobile-related services. In our rental business, which is operated by ORIX
RentecCorporation, we provide lending services for electronic measuring instruments and
ICT-related
equipment and also develop new services relating
to robots, 3D printing and other technologies.
. Real Estate
. Our Real Estate business segment consists of real estate development, rental and
management,facility operation, and real estate asset management. In the real estate development,
rental and management business, we dynamically invest in logistics facilities and rental
condominiums that are in high demand, in addition to other properties. Forexample, in May 2024
we completed construction of Atsugi III Logistics Center, a large-scale logistics facility in
Kanagawa prefecture, Japan, which is among the largest of the Real Estate business segment's
facilities. The facilitiesoperations business handles accommodations, such as hotels and
Japanese inns, as well as aquariums, training facilities, baseball stadiums and theaters.
. PE Investment and Concession
. Our PE Investment and Concession business segment is engaged
in two corebusiness activities: private equity investment and
concession. Our private equity business comprises investments
in Japan and overseas and capitalizes on our expertise and
collective strength to expand investment in focused industries
and increasevalue through rollups and alliances with existing
investees. In our concession business, we started operating Kansai
International Airport and Osaka International Airport (Itami
Airport) in April 2016 as the first privately owned full-scaleoperation
business for an airport in Japan, and have been operating
Kobe Airport since April 2018. All three airports are operated
by Kansai Airport Co., Ltd., which was established by a
consortium with ORIX and VINCI Airports of France as itsprincipal
members. In addition, we proactively engage in the operation
of public infrastructures other than airports, such as waste water
treatment, water supply, industrial waterworks and sewerage.
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. Environment and Energy
. Our Environment and Energy business segment consists of domestic and
overseasrenewable energy, electric power retailing, our Energy Service
Company ("ESCO") services relating to energy saving, sales of solar
panels and recycling and waste management. For example, in March 2021, we
acquired a minority interest inGreenko Energy Holdings, a major company
undertaking renewable energy business in India. Furthermore, in July
2021, we acquired 80% of the shares of Elawan Energy S.L., or Elawan, a
global renewable energy company headquartered in Madrid, Spain,focused
on the development and ownership of wind and solar photovoltaic power
plants, and we acquired the remaining shares of Elawan in February 2023,
making it a wholly owned subsidiary. In June 2021, we completed the
construction of the YoriiBiogas Plant in Saitama prefecture, Japan, which
is one of the largest biogas power generation facilities in Japan that
uses general waste. Further, in our solar power business, we have
secured abundant solar power production capacity and areoperating many
projects, making us one of the largest solar power producers in Japan.
. Insurance
. Our Insurance business segment consists of our life insurance business, including
medicalinsurance. Our life insurance business operates principally through
ORIX Life Insurance Corporation, or ORIX Life Insurance, which was founded in
1991 and operates mainly through agents, banks and other financial institutions,
face-to-face
sales through our own consulting
services, and online sales.
. Banking and Credit
. Our Banking and Credit business segment consists of our banking business, with a focuson real estate
investment loans and consumer finance, including card loans, guarantees of unsecured loans handled by other
financial institutions and housing loans. Our banking business operates principally through ORIX Bank
Corporation, or ORIXBank, which inherited the housing loan business ORIX began handling in 1980 and is now
involved in corporate lending and other services. Our consumer finance business operates principally through
ORIX Credit Corporation, or ORIX Credit, which offerscard loans and other financing services. In March
2024, we sold 66% of the shares of ORIX Credit to NTT Docomo, Inc., or Docomo, and started a joint venture
with Docomo to leverage our expertise in retail finance and Docomo's significantcustomer base and data.
. Aircraft and Ships
. Our Aircraft and Ships business segment consists of aircraft leasing and managementand ship-related
finance and investment businesses. These businesses include leasing, financing, management, investment,
intermediary and sales activities with respect to aircrafts and ships. In November 2018, we acquired
a 30% stake in AvolonHoldings Limited, a leading global aircraft leasing company located in Ireland.
. ORIX USA
. Our ORIX USA business segment consists of
finance, investment and asset management in
theAmericas. In the United States, asset management
is the focus of our efforts to expand our
non-finance
business, and we have a high level of expertise in the field of corporate finance,
securities investment,principal investment, loan origination and servicing and fund
management. On December 16, 2020, Boston Financial Investment Management, LP, a wholly-owned
subsidiary of ORIX Corporation USA, completed the acquisition of Boston Capital's
low-income
housing tax credit
fund portfolio.
. ORIX Europe
. Our ORIX Europe business segment consists of asset management of global equity and fixedincome
with a focus on Europe and the United States. With ORIX Corporation Europe N.V., or ORIX Europe, as
the holding company, Robeco Institutional Asset Management B.V., or Robeco, and Transtrend B.V.,
each headquartered in the Netherlands, andBoston Partners Global Investors, Inc. and Harbor Capital
Advisors, Inc., each headquartered in the United States, ORIX Europe is engaged in the asset management
business by providing stock and bond investment products. In addition to the focus onexpanding
the existing businesses by leveraging the expertise of Robeco, a pioneer in sustainable investment,
ORIX Europe conducts M&A activities to expand investment products and assets under management.
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. Asia and Australia
. Our Asia and Australia business segment consists of finance and investment businessesin Asia and Australia.
Our Asia and Australia subsidiaries are well-versed in business practices and laws and regulations that
vary from region to region, and are primarily engaged in financial services such as leasing and lending. Our
Asia andAustralia subsidiaries also invest in private equity in Asian countries, particularly in China.
We had total revenuesof Y2,814,361 million and Y708,139 million and net income
attributable to ORIX Corporation shareholders of Y346,132 million and Y86,735
million for the fiscal year ended March 31, 2024 and for the threemonths ended
June 30, 2024, respectively. Our total assets at March 31, 2024 and June 30,
2024 were Y16,322,100 million and Y16,502,363 million, respectively. Net
income attributable to ORIX Corporation shareholdersas a percentage of average
total assets, or ROA, based on period-beginning and period-ending balances was
2.19% and 2.11% for the fiscal year ended March 31, 2024 and for the three
months ended June 30, 2024, respectively, each on aconsolidated basis. ROA for
the three months ended June 30, 2024 is an annualized figure.
Company Information
Our head office is located at World Trade Center Building, SOUTH TOWER,
2-4-1
Hamamatsu-cho,
Minato-ku,
Tokyo
105-5135,
Japan. Our telephone number is
+81-3-3435-3116.
Our internet site is found at https://www.orix.co.jp. The information on our
internet site is not incorporated byreference into this prospectus supplement
or the accompanying prospectus.
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RECENT DEVELOPMENTS
Overview
Following the global financialcrisis, we took steps to position ourselves for
strong performance, including by maintaining a diversified business portfolio
and a diversified and stable funding base. As a result, we achieved a record
high net income attributable to ORIXCorporation shareholders of Y346.1 billion
for the fiscal year ended March 31, 2024, an increase of 19.2% from the
previous fiscal year. Further, we achieved a return on equity, or ROE, of 9.2%
for the fiscal year ended March 31,2024. For the three months ended June 30,
2024, our net income attributable to ORIX Corporation shareholders was Y86.7
billion, compared to Y63.0 billion for the same period of the previous fiscal
year, representing anincrease of 37.7%. ROE for the three months ended June
30, 2024 was 8.7% on an annualized basis. We believe the following strengths
have allowed us to grow our profitability:
. Diversified
business.
We have continued to manage risk by maintaining a well-diversified businessportfolio
across our ten operating segments. Each of our business segments has a different
risk profile, which mitigates adverse effects from the changing business environment
and helps to stabilize group-wide profitability. We have also increasedsynergies
by improving knowledge sharing across our ten business segments. Our ability to
adapt our business model to a constantly changing business environment has helped
us achieve our 59 years of continuous profitability. In addition, we havecontinued
to maintain our return on assets at a certain level while keeping total
segment assets relatively flat through a disciplined process of asset replacement
based on asset efficiency. All ten of our business segments, other than
theEnvironment and Energy segment, achieved profitability for the three months ended
June 30, 2024, and segment profits grew for the Real Estate, PE Investment and
Concession, Insurance, Aircraft and Ships and ORIX Europe segments, while theCorporate
Financial Services and Maintenance Leasing, Environment and Energy, Banking
and Credit, ORIX USA and Asia and Australia segments experienced a decline in
profits for such period as compared to the same period of the previous fiscal year.
. Strong Capital Base.
As of March 31, 2024, our
debt-to-equity
ratio, calculated as short-term debt plus long-term debt, including deposits, divided by ORIX
Corporation shareholders' equity, was 2.1x, a decrease from 2.2x as of March 31, 2023,and our
debt-to-equity
ratio excluding deposits was 1.6x, relatively unchanged
from 1.6x as of March 31, 2023. As of June 30, 2024, our
debt-to-equity
ratio including deposits
was 2.1x and our
debt-to
equity ratio excluding
deposits was 1.6x.
. Ample liquidity.
We are focused on our liquidity position to maintain a buffer against sudden
declines infinancial markets. We implement measures to retain excess liquidity and
decrease short-term liquidity risks by pursuing longer maturities on our borrowings,
reducing CP, and maintaining sufficient cash levels and secured committed credit
facilities.As of June 30, 2024, our total balance of cash and cash equivalents and
unused committed credit facilities was Y1,257.5 billion. We excluded ORIX Bank and
ORIX Life Insurance from the calculation of our cash and cash equivalents andour
unused committed credit facilities and the figure above reflects this adjustment.
The ORIX Group operates variousbusinesses in its global network that spans
approximately 30 countries and regions around the globe.
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Funding Structure
We have continued to maintain a stable financial base which has allowed us to
control our overall funding costs and manage our liquidity,primarily through:
. Diversified
funding
sources.
To maintain our financial stability and support futureinvestments, as of June 30, 2024, we maintain a diverse
funding base, with 55% of our total funding obligations from borrowings from financial institutions,
25% from deposits held by our bank subsidiaries and approximately 20% from acombination of overseas and
domestic bonds, asset-backed securities, commercial mortgage-backed securities and commercial paper.
. Maintaining
longer
maturities
while
controlling
funding
costs.
We manage our funding liabilities through maintaining longer maturities. Our ratio of
long-term debt to total debt (short-term debt plus long-term debt), excluding deposits,
reached 90% as of June 30, 2024. Over the last several years, ourlong-term debt
ratio has remained stable and we have also been able to control our funding costs.
We also employstaggered interest repayment dates and endeavor to reduce
refinancing risk by leveling out annual redemption amounts in our borrowings
from financial institutions and staggering bond maturities.
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THE OFFERING
The following summary contains basic information about the notes and is not
intended to be complete. It does not contain all theinformation that may be
important to you. For a more complete understanding of the notes, please refer
to the section entitled "Description of Notes" in this prospectus supplement
and the section entitled "Description of Senior DebtSecurities" in the
accompanying prospectus.
Issuer ORIX Corporation
Notes offered US$ aggregate principal amount of % notes due .
Maturity date September , .
Issue price % of the principal amount plus accrued interest from September , 2024, if settlement occurs after that date.
Interest payment dates Interest on the notes will be payable on March and September of each year, beginning on March , 2025.
Interest rate %
per annum
from September , 2024.
Calculation of interest Interest on the notes will be calculated on the basis of a
360-day
year consisting of twelve
30-day
months.
Ranking The notes will be ORIX's direct, unsecured and unsubordinated general obligations and will
have the same rank in liquidation as all of ORIX's other unsecured and unsubordinated debt.
Additional amounts All payments of principal and interest on the notes
will be made without withholding or deduction for or
on account of any taxes unless such withholding or
deduction is required by law. Payments of interest
on the notes generally will be subjectto Japanese
withholding tax unless the beneficial owner of the notes
establishes that it is not a Japanese corporation,
an individual resident of Japan, or an individual
non-resident
of Japan or a
non-Japanese
corporation that in either case is a specially-related person of ORIX for Japanese tax
purposes. See "Tax Considerations--Japanese Tax Considerations" in this prospectus supplement.
Ifpayments of principal or interest on the notes are subject to withholding or deduction
under Japanese tax law, we will pay such additional amounts, subject to certain exceptions,
as will result in the receipt by the holder of such amount as wouldhave been received by it
had no such deduction or withholding been required. See "Description of Notes--Additional
Amounts" in this prospectus supplement. References to principal or interest in respect of
the notes include anyadditional amounts which may be payable by us with respect thereto.
Optional tax redemption If, due to changes in or amendments to Japanese law occurring on
or after the issue date of the notes, we would be required to pay
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additional amounts as described under "Description of Notes--Additional Amounts" in this prospectus supplement,
we may redeem each series of the notes in whole, but not in part, ata redemption price equal to 100% of
the principal amount of the relevant series of notes plus accrued interest to the redemption date. For a
more complete description, see "Description of Notes--Optional Tax Redemption" in thisprospectus supplement.
Markets We are offering the notes only in jurisdictions in the United States,
Europe and Asia , subject to certain exceptions, where the offering is
permitted, and in all cases in compliance with applicable laws and regulations.
See"Underwriting" in this prospectus supplement for more information.
Form and denominations The notes of each series will be issued in fully registered form, without
coupons, in denominations of US$2,000 and integral multiples of US$1,000
in excess thereof and will be represented by one or more global notes.
The notes of each serieswill be issued in the form of global securities
deposited with a custodian for DTC. Beneficial interests in the notes may
be held through DTC, Clearstream or Euroclear. For more information about
global securities held by DTC through DTC,Clearstream or Euroclear, you
should read "Clearance and Settlement" in the accompanying prospectus.
Covenants The indenture relating to the notes contains restrictions on our ability to
incur liens and merge or transfer assets. For a more complete description see
"Description of Notes--Negative Pledge" in this prospectus supplement and"Description
of Senior Debt Securities--Covenants" in the accompanying prospectus.
Further issuances We reserve the right, from time to time, without the consent of the holders of
a series of notes, to issue additional notes on terms and conditions identical
to such series of notes, which additional notes may increase the aggregate
principalamount of and may be consolidated and form a single series with,
the outstanding notes of the relevant series; provided that any additional
notes that are so consolidated must be fungible with the outstanding notes of
the relevant series for U.S.federal income tax purposes. We may also issue
other securities under the indenture that have different terms from the notes.
Governing law The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.
Use of proceeds We intend to use the net proceeds of this offering for general corporate purposes.
Listing The notes will not be listed on any securities exchange.
S-7
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Trustee The Bank of New York Mellon
Paying agent and Registrar The Bank of New York Mellon
Risk factors You should carefully consider all of the information contained in, or
incorporated by reference into, this prospectus supplement and the accompanying
prospectus before investing in the notes. In particular, we urge you to
consider carefully thefactors set forth under "Risk Factors" beginning on
page S-9
of this prospectus supplement and under "Item 3. Key
Information--Risk Factors" of our most recent annual report onForm
20-F.
Lock-up We have agreed with the underwriters to restrictions on issuances and sales of certain U.S.
agreement dollar-denominated notes by ORIX which are SEC registered or otherwise publicly offered,
or are listed on any securities exchange, for a period of 30days from the closing of the
offering, as described in greater detail in this prospectus supplement under "Underwriting."
Clearance and settlement Each series of notes has been accepted for clearance through DTC, Euroclear and Clearstream.
Delivery of the notes Delivery of the notes is expected on or about September , 2024.
Security codes The security codes for the notes are:
CUSIP No.:
ISIN:
Other terms For more information on the terms of the notes, see "Description of Notes" in this prospectus
supplement and "Description of Senior Debt Securities" in the accompanying prospectus.
S-8
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RISK FACTORS
Investing in the notes involves risks. You should consider carefully the risks
relating to the notes described below, as well as the otherinformation
presented in, or incorporated by reference into, this prospectus supplement
and the accompanying prospectus, before you decide whether to invest in the
notes. If any of these risks actually occurs, our business, financial
condition andresults of operations could suffer, and the trading price and
liquidity of the notes offered could decline, in which case you may lose all
or part of your investment.
This prospectus supplement and the accompanying prospectus also contain
forward-looking statements that involve risks and uncertainties.Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including the risks described
below, elsewhere in this prospectus supplement and in "Item 3. KeyInformation--R
isk Factors" of our annual report on Form
20-F
for the fiscal year ended March 31, 2024.
Risks relating to the offering
The notes are unsecured obligations of ORIX, structurally subordinated and do
not entitle holders to receive specific security interests
The notes are unsecured obligations of ORIX and will be structurally
subordinated to debt obligations of our subsidiaries, aswell as other
obligations of our subsidiaries, such as life insurance. A substantial portion
of our outstanding long-term indebtedness consists of debt of our subsidiaries.
A portion of our debt is secured by our assets. See Note 14 to the
consolidated financial statements in our report on Form
20-F
submitted to the SEC on June 27, 2024. In addition, as is common with most
Japanese corporations, our loan agreements relating to short-term and
long-term debt with Japanese banks and some insurancecompanies provide that
our assets are subject to pledges as collateral at any time if requested by
the lenders. Lenders whose loans constitute a majority of our indebtedness
have the right to request that we pledge assets to secure their loans.Although
we have not received any requests of this kind from our lenders, there can be
no assurance that our lenders will not request us to provide such collateral
in the future. Most of these loan agreements, and some other loan agreements,
containrights of the lenders to offset cash deposits held by them against
loans to us under specified circumstances.
Whether the provisions inour loan agreements and debt arrangements described
above can be enforced will depend upon factual circumstances. However, if they
are enforced, the claims of these lenders and banks would have priority over
our assets and would rank senior to theclaims of holders of the notes.
There is no prior market for the notes, and if a market develops, it may not
be liquid
We do not intend to list the notes on any securities exchange or to seek their
quotation on any automated dealer quotation system. We cannotassure you that
any liquid market for the notes will ever develop or be maintained. The
underwriters have advised us that they currently intend to make a market in
the notes following the offering. However, the underwriters have no obligation
tomake a market in the notes, and they may stop at any time. Further, there
can be no assurance as to the liquidity of any market that may develop for the
notes or the prices at which you will be able to sell your notes, if at all.
Future tradingprices of the notes will depend on many factors, including:
. prevailing interest rates;
. our financial condition and results of operations;
. the then-current ratings assigned to the notes;
S-9
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. the market for similar securities; and
. declining general economic conditions.
Any trading market that develops would be affected by many factors independent
of and in addition to the foregoing, including:
. time remaining to the maturity of the notes;
. outstanding amount of the notes; and
. level, direction and volatility of market interest rates in general.
We are not restricted in our ability to dispose of our assets by the terms of
the notes
The indenture governing the notes contains a negative pledge covenant that
prohibits us from pledging assets to secure other bonds or similardebt
instruments unless we make a similar pledge to secure the notes offered by
this prospectus supplement and the accompanying prospectus. However, we are
generally permitted to sell or otherwise dispose of substantially all of our
assets toanother corporation or other entity under the terms of the notes. If
we decide to dispose of a large amount of our assets, you will not be entitled
to declare an acceleration of the maturity of the notes, and those assets will
no longer be availableto support the notes.
The indenture and the notes do not contain any restrictions on our ability to
pay dividends, incurindebtedness or issue or repurchase securities and provide
holders with limited protection in the event of a change in control
The indenture and the notes do not contain any financial covenants or other
restrictions on our ability to pay dividends on our shares ofcommon stock, our
ability to incur additional debt, including senior indebtedness (except as set
forth in "Description of Notes--Negative Pledge"), or our ability to issue new
securities or repurchase our outstanding securities. Inaddition, the indenture
and the notes do not contain any covenants or other provisions to afford
protection to holders of the notes in the event of a highly leveraged
transaction or change in control of ORIX.
Changes in the ratings of the notes may have an adverse effect on the market
price and liquidity of the notes
The notes have received credit ratings from certain credit rating agencies.
Such ratings are not recommendations to buy, sell or hold thenotes, are
limited in scope, and do not address all material risks relating to an
investment in the notes, but reflect only the view of each rating agency at
the time the rating is issued. There is no assurance that such credit ratings
will remainin effect for any given period of time or that such ratings will
not be lowered, suspended or withdrawn entirely by the rating agencies, if in
each rating agency's judgment, circumstances so warrant. A downgrade or
potential downgrade in theseratings or the assignment of new ratings that are
lower than existing ratings could reduce the population of potential investors
in the notes and adversely affect the price and liquidity of the notes.
S-10
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SELECTED FINANCIAL DATA
The tables below set forth selected consolidated financial data as of and for
the fiscal years ended March 31, 2020, 2021, 2022, 2023 and2024, which have
been derived primarily from our audited consolidated financial statements as
of and for such periods, and as of June 30, 2024 and for the three months
ended June 30, 2023 and 2024, which have been derived primarily fromour
unaudited condensed interim consolidated financial statements as of and for
such periods.
For the For the three
fiscal year months
ended March 31, ended June 30,
2020 2021 2022 2023 2024 2023 2024
(In millions of yen)
Income
statement
data:
(1)(2)
Total Y 2,283,000 Y 2,292,357 Y 2,508,043 Y 2,663,659 Y 2,814,361 Y 676,798 Y 708,139
revenues
Total 2,010,648 2,033,884 2,215,160 2,327,736 2,453,648 593,794 621,873
expenses
Operating 272,352 258,473 292,883 335,923 360,713 83,004 86,266
income
Equity in net 65,173 822 24,565 22,081 36,774 5,433 7,756
income of
equity method
investments
Gains on sales of 74,081 23,300 191,999 33,000 72,488 955 26,147
subsidiaries and equity
method investments and
liquidation losses, net
Bargain 955 4,966 0 1,174 0 0 0
purchase
gain
Income 412,561 287,561 509,447 392,178 469,975 89,392 120,169
before
income
taxes
Net 306,724 196,814 322,853 296,933 338,587 64,157 85,164
income
Net income (loss) 3,640 4,453 5,477 6,561 (7,682 ) 1,177 (1,652 )
attributable
to the noncontrolling
interests
Net income (loss) 384 (23 ) 0 32 137 14 81
attributable to the
redeemable
noncontrolling interests
Net income 302,700 192,384 317,376 290,340 346,132 62,966 86,735
attributable to
ORIX Corporation
shareholders
Segment
data:
Segment
profit(loss)
(3)(4)(5)(6)(7)
:
Corporate Financial 65,986 62,827 243,040 76,739 83,244 20,425 19,797
Services
and Maintenance
Leasing
Real 80,219 24,996 32,798 52,532 67,055 10,276 13,954
Estate
PE 44,216 3,694 (11,339 ) 3,159 43,967 5,772 32,027
Investment
and
Concession
Environment 12,232 28,042 2,632 37,173 38,072 4,982 (482 )
and
Energy
Insurance 44,722 55,110 58,403 63,344 70,826 19,423 21,944
Banking 39,056 48,059 41,914 38,127 97,353 8,356 6,398
and
Credit
Aircraft 52,940 10,680 3,317 30,486 44,366 7,617 11,764
and
Ships
ORIX 56,930 43,917 80,118 58,608 27,931 12,212 11,835
USA
ORIX 44,797 38,820 48,547 44,486 41,638 7,134 11,154
Europe
Asia 16,962 15,352 56,421 43,856 47,069 10,918 8,883
and
Australia
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As of March 31, As of
June 30,
2024
2020 2021 2022 2023 2024
(In millions of yen
except number of shares)
Balance
sheet
data:
(1)(2)
Net 1,080,964 1,029,518 1,057,973 1,087,563 1,155,023 1,187,951
investment
in
leases
(8)
Installment 3,779,697 3,705,660 3,899,503 3,905,026 3,958,814 3,893,468
loans
(8)
Allowance for (56,836 ) 0 0 0 0 0
doubtful
receivables
on
finance
leases and
probable
loan losses
(9)
Allowance 0 (79,995 ) (71,415 ) (65,373 ) (58,110 ) (57,890 )
for
credit
losses
(9)
Investment 1,400,001 1,408,189 1,463,202 1,537,178 1,868,574 2,032,699
in
operating
leases
Investment 2,186,896 2,578,023 2,761,698 2,852,378 3,263,079 3,248,011
in
securities
Property 562,485 491,855 561,846 620,994 689,573 692,416
under
facility
operations
Others 4,114,321 4,429,832 4,607,877 5,351,619 5,445,147 5,505,708
Total Y 13,067,528 Y 13,563,082 Y 14,280,684 Y 15,289,385 Y 16,322,100 Y 16,502,363
assets
Short-term Y 336,832 Y 307,269 Y 439,639 Y 508,796 Y 574,095 Y 642,066
debt
Long-term 4,279,354 4,416,833 4,427,046 5,209,723 5,626,376 5,743,517
debt
Deposits 2,231,703 2,317,785 2,276,158 2,246,345 2,245,835 2,192,251
Common 221,111 221,111 221,111 221,111 221,111 221,111
stock
Additional 257,638 259,361 260,479 233,169 233,457 233,753
paid-in
capital
ORIX 2,993,608 3,028,456 3,304,196 3,543,607 3,941,466 4,073,643
Corporation
shareholders'
equity
Number 1,324,629,128 1,285,724,480 1,258,277,087 1,234,849,342 1,214,961,054 1,214,961,054
of
issued
shares
Number 1,254,471,656 1,217,338,316 1,193,399,778 1,170,305,869 1,151,485,206 1,148,346,502
of
outstanding
shares
(10)
Segment
data:
Segment
assets
(3)(4)(5)(6)(7)
:
Corporate Y 2,098,415 Y 1,940,998 Y 1,758,104 Y 1,763,967 Y 1,777,320 Y 1,778,938
Financial
Services
and
Maintenance
Leasing
Real 1,123,511 1,003,339 1,017,307 1,049,180 1,110,087 1,098,352
Estate
PE 454,084 587,988 545,224 869,866 1,066,647 967,177
Investment
and
Concession
Environment 589,731 586,835 813,099 889,529 976,434 1,015,383
and
Energy
Insurance 2,288,733 2,525,596 2,655,229 2,646,205 2,921,927 2,884,353
Banking 2,794,817 2,925,538 2,957,805 2,953,785 2,934,217 2,876,149
and
Credit
Aircraft 659,380 660,843 760,733 808,943 1,169,641 1,304,929
and
Ships
ORIX 1,486,235 1,357,887 1,541,539 1,624,884 1,694,484 1,767,645
USA
ORIX 486,367 558,495 609,735 612,884 662,139 702,894
Europe
Asia 1,077,392 1,159,760 1,399,688 1,484,569 1,709,233 1,802,887
and
Australia
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As of and for As of and for
the fiscal the three
year ended months ended
March 31, June 30,
2020 2021 2022 2023 2024 2023 2024
(In yen and dollars, except
ratios and number of employees)
Key ratios
(%,
except
D/Eratio)
(11)
Return on ORIX 10.3 6.4 10.0 8.5 9.2 7.0 8.7
Corporation
shareholders'
equity, or ROE
Return 2.40 1.44 2.28 1.96 2.19 1.63 2.11
on
assets,
or ROA
ORIX 22.9 22.3 23.1 23.2 24.1 23.4 24.7
Corporation
shareholders'
equity ratio
Debt-to-equity 1.5x 1.6x 1.5x 1.6x 1.6x 1.6x 1.6x
ratio (excluding
deposits), or
D/E ratio (excluding
deposits)
(12)
Allowance/net 1.2 0 0 0 0 0 0
investment in
leases and
installment loans
(9)
Allowance for credit 0 1.7 1.4 1.3 1.1 1.3 1.1
losses/net investment
in leases and
installment loans
(9)
Per share
data
and
employees:
ORIX Corporation Y 2,386.35 Y 2,487.77 Y 2,768.72 Y 3,027.93 Y 3,422.94 Y 3,124.26 Y 3,547.40
shareholders'
equity
pershare
(13)
Basic earnings per 237.38 155.54 263.72 245.98 298.55 53.87 75.40
share for net income
attributable to ORIX
Corporation shareholders
Diluted earnings per 237.17 155.39 263.42 245.65 298.05 53.80 75.28
share for net income
attributable to ORIX
Corporation shareholders
Dividends 76.00 78.00 85.60 85.60 98.60 -- --
applicable to
fiscal year
per share
Dividends $ 0.71 $ 0.73 $ 0.70 $ 0.62 $ 0.66 -- --
applicable to
fiscal year
pershare
(14)
Number 31,233 33,153 32,235 34,737 33,807 35,859 34,051
of
employees
(1) Since April 1, 2023, Accounting Standards Update
2018-12
("Targeted Improvements to the Accounting for Long-Duration Contracts"--ASC 944
("Financial Services--Insurance")) has been adopted, with the transition date of April
1, 2021, using the modified retrospectivetransition approach. The information for the
fiscal years ended March 31, 2020 and 2021 have not been retrospectively restated.
(2) Since the fourth quarter of the fiscal year ended March 31, 2024, the presentation of equity methodinvestment has been
changed. As a result, certain line items presented in our consolidated statements of income for the fiscal years prior to the
fiscal year ended March 31, 2024 and for the three months ended June 30, 2023, and in ourconsolidated balance sheets for
the fiscal years prior to the fiscal year ended March 31, 2024, have been retrospectively reclassified for this change.
(3) Since April 1, 2020, the operating segments regularly reviewed by the chief operating
decision maker tomake 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 fiscal year ended March 31, 2020 have beenretrospectively restated.
(4) Since April 1, 2021, a portion of interest expenses, which were initially included in the
differencebetween segment total profits and consolidated amounts, have been charged directly
to its respective segments. In addition, a portion of selling, general and administrative
expenses, which was initially recorded in each respective segment, has beenincluded in
the difference between segment total profits and consolidated amounts. Furthermore, a portion
of the leasing business in the Environment and Energy segment was transferred to the
Corporate Financial Services and Maintenance Leasingsegment. As a result of these changes,
segment data for fiscal years prior to April 1, 2021 has been retrospectively restated.
(5) Since April 1, 2022, a portion of interest expenses and a portion of selling, general and
administrativeexpenses, which were initially included in the difference between segment total profits and
consolidated amounts, have been charged directly to their respective segments. As a result of these
changes, segment data for fiscal years prior toApril 1, 2022 have been retrospectively restated.
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(6) Since April 1, 2023, segment profits have been calculated with a broadened scope of profit sharing forinter-segment
collaboration. As a result, segment data for fiscal years prior to April 1, 2023 have been retrospectively reclassified.
(7) Since April 1, 2024, the interest expense allocation method for
each segment was changed to include a partof interest expenses in
reconciliation of segment profits to consolidated financial statement
(corporate profits (losses)). In addition, the scope of segment assets
was changed to include cash and cash equivalents, trade notes, accounts
and otherreceivable. As a result of these changes, segment data
as for the fiscal years prior to April 1, 2024, including the three
months ended June 30, 2023, have been retrospectively reclassified.
(8) The sum of assets considered 90 days or more past due and loans individually
evaluated for impairment amountedto Y111,430 million as of March 31, 2020.
These sums included: (i) net investment in leases considered 90 days or more
past due of Y15,346 million as of March 31, 2020, (ii) installment loans
(excluding loansindividually evaluated for impairment) considered 90 days or
more past due of Y10,264 million as of March 31, 2020, and (iii) installment
loans individually evaluated for impairment of Y85,820 million as of March
31,2020. The sum of net investment in leases and installment loans considered
non-performing
amounted to Y107,771 million, Y106,182 million,
Y98,851 million andY109,381 million as of March 31,
2021, 2022, 2023 and 2024, respectively. These sums
included: (i) net investment in leases considered
non-performing
of Y18,925 million,Y19,224 million, Y16,841 million and Y20,805
million as of March 31, 2021, 2022, 2023 and 2024, respectively,
(ii) non-performing
installment loans not individuallyassessed for
credit losses of Y28,181 million, Y34,479 million,
Y33,706 million and Y34,154 million as of March
31, 2021, 2022, 2023 and 2024, respectively, and
(iii) non-performing
installment loans individually assessed for credit
losses of Y60,665 million, Y52,479 million,
Y48,304 million and Y54,422 million as ofMarch
31, 2021, 2022, 2023 and 2024, respectively.
(9) Accounting Standards Update
2016-13
("Measurement of Credit Losseson Financial Instruments"--ASC 326 ("Financial
Instruments--Credit Losses")) has been adopted since April 1, 2020, and
the amounts of allowance for doubtful receivables on finance leases and
probable loan losses have beenreclassified to allowance for credit losses.
(10) ORIX's shares held through the Board Incentive Plan Trust, which was established in July 2014 to provideshares at the time
of retirement as compensation, are included in the number of treasury stock and excluded from the number of outstanding
shares. The Board Incentive Plan Trust held 1,476,828 shares, 2,154,248 shares, 1,963,282 shares, 2,800,866shares and
2,727,686 shares as of March 31, 2020, 2021, 2022, 2023 and 2024, respectively, and 2,727,686 shares as of June 30, 2024.
(11) Return on ORIX Corporation shareholders' equity is the ratio of net income
attributable to ORIX Corporationshareholders for the period to average
ORIX Corporation shareholders' equity based on fiscal year beginning and
ending balances for the period. Return on assets is the ratio of net
income attributable to ORIX Corporation shareholders for theperiod to
average total assets based on fiscal year beginning and ending balances for
the period. ROE and ROA for the three months ended June 30, 2023 and 2024
are annualized figures. ORIX Corporation shareholders' equity ratio is
theratio as of the period end of ORIX Corporation shareholders' equity to
total assets. Allowance/net investment in leases and installment loans
is the ratio as of the period end of the allowance for doubtful receivables
on finance Leases andprobable loan losses to the sum of net investment
in leases and installment loans. Allowance for credit losses/net investment
in leases and installment loans is the ratio as of the period end of
the allowance for credit losses on net investment inleases and installment
loans to the sum of net investment in leases and installment loans.
(12) Debt-to-equity
ratio (excludingdeposits) is measured as short-term debt plus
long-term debt divided by ORIX
Corporation shareholders' equity. Our
debt-to-equity
ratio including deposits, which ismeasured as total interest-bearing debt (short-term debt plus
long-term debt including deposits) divided by ORIX Corporation shareholders' equity, was 2.3x,
2.3x, 2.2x, 2.2x and 2.1x for the fiscal years ended March 31, 2020, 2021, 2022,2023 and 2024,
respectively, and 2.2x and 2.1x for the three months ended June 30, 2023 and 2024, respectively.
(13) ORIX Corporation shareholders' equity per share is the amount derived by dividing
ORIX Corporationshareholders' equity by the number of outstanding shares.
(14) The U.S. dollar amounts represent translations of the Japanese yen amounts
using noon buying rates for Japaneseyen per $1.00 in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York in effect on the respective dividend payment dates.
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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our consolidated capitalization and
indebtedness at June 30, 2024 on an actual basis and an adjusted basisto give
effect to the issuance of the notes. You should read this table together with
our unaudited condensed interim consolidated financial statements included
elsewhere herein, including the notes thereto, and the other financial data
appearingelsewhere, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus.
As of June 30, 2024
Actual As adjusted
(In millions of yen)
Short-term debt:
Total short-term debt (excluding current portion of long-term debt) Y 642,066 Y 642,066
Long-term debt:
Total long-term debt (including current portion of long-term debt) Y 5,743,517 Y
Equity:
Common stock:
authorized - 2,590,000,000 shares
issued - 1,214,961,054 shares Y 221,111 Y 221,111
Additional 233,753 233,753
paid-in
capital
Retained earnings 3,281,903 3,281,903
Accumulated other comprehensive income 477,528 477,528
Treasury stock, at cost - 63,886,866 shares as of June 30, 2024 Y (140,652 ) Y (140,652 )
ORIX Corporation shareholders' equity 4,073,643 4,073,643
Noncontrolling interests Y 82,651 Y 82,651
Total equity Y 4,156,294 Y 4,156,294
Total capitalization and indebtedness Y 10,541,877 Y
(1) As of June 30, 2024, no material portion of our consolidated indebtedness was guaranteed.
For the purposeof this note, guaranteed means guarantees provided by third parties.
(2) We and certain subsidiaries guarantee loans made by banks and other financial institutions to third parties.
(3) We and certain of our subsidiaries from time to time issue other senior and subordinated debt
securities in avariety of currencies and issuance formats. For example, from after June 30, 2024, and
to the date of this prospectus supplement, our subsidiaries have issued approximately Y28 billion
total aggregate amount of foreign currency-denominatedunsecured debt securities outside Japan.
(4) The Company's shares held through the Board Incentive Plan Trust, or 2,727,686
shares as of June 30,2024, are not included in the number of treasury stock.
(5) The amount of the notes set forth in the "As adjusted" column is based on the estimated net proceedsafter offering
expenses of the notes hereby and has been translated into yen at a rate of Yper $1.00, the noon buying rate in
New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal ReserveBank
of New York in effect on, 2024, the most recent date for which such exchange rate information was available.
(6) On May 8, 2024, we announced that our board of directors resolved to repurchase
shares of our commonstock. The resolution authorized the repurchase of up to
the lesser of (i) an aggregate of 40,000,000 shares (approximately 3.5% of the
total outstanding shares, excluding treasury shares) and (ii) up to Y50 billion
betweenMay 15, 2024 and March 31, 2025. As of July 31, 2024, pursuant to this
resolution we repurchased an aggregate of 5,271,800 shares of our common stock for
Y18,448,621,700, of which 2,133,700 shares of our common stock wererepurchased
for Y7,776,958,100 during July 2024, which is not reflected in the above table.
(7) "Total capitalization and indebtedness" consists of our total short-term debt (excluding currentportion
of long-term debt), total long-term debt (including current portion of long-term debt) and total equity.
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USE OF PROCEEDS
We estimate that the net proceeds (after deducting underwriting discounts and
commissions and estimated offering expenses) from the sale ofthe notes will be
approximately $. We intend to use the net proceeds of this offering for
general corporate purposes.
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DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements
and, to the extent inconsistent therewith, replaces the descriptionof the
general terms and provisions of the notes set forth in the accompanying
prospectus under the heading "Description of Senior Debt Securities." We urge
you to read the information contained in this prospectus supplement and in
theaccompanying prospectus before deciding whether to invest in the notes.
Whenever a defined term is referred to but not defined in this section, the
definition of that term is contained in the accompanying prospectus or in the
indenture referred totherein.
General
We will offereach series of notes under an indenture between us and The Bank
of New York Mellon, as trustee, dated as of July 18, 2017. The indenture is
qualified under the Trust Indenture Act of 1939, as amended. The indenture is
more fully described inthe accompanying prospectus.
Each series of notes will be issued only in fully registered form without
coupons in denominations ofUS$2,000 and integral multiples of US$1,000 in
excess thereof. The notes will be our direct, unsecured and unsubordinated
general obligations and will have the same rank in liquidation as all of our
other unsecured and unsubordinated debt. The noteswill not be redeemable prior
to maturity, except as set forth below under "--Optional Tax Redemption," and
will not be subject to any sinking fund.
The notes will be and the indenture is governed by and construed in accordance
with the laws of the State of New York.
The indenture and the notes do not contain any financial covenants or
restrictions on the payment of dividends, the incurrence ofindebtedness,
including other senior indebtedness (other than as set forth below under
"--Negative Pledge"), or the issuance or repurchase of our securities. The
indenture and the notes do not contain any covenants or other provisionsto
afford protection to holders of the notes in the event of a highly leveraged
transaction or a change in control of us.
The trustee islocated at 240 Greenwich Street, New York, NY 10286, United
States of America.
Principal, Maturity and Interest
We expect to issue one or more series of senior fixed rate notes in the
initial aggregate principal amount(s) and with the maturity date(s)set forth
on the cover page of this prospectus supplement and under "Prospectus
Supplement Summary--The Offering." We will issue the notes in denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof. Each seriesof
notes will be represented by one or more registered notes in global form
without coupons and in certain circumstances may be represented by notes in
definitive form.
Interest on the notes of each series will accrue at the rate
per annum
, and from the date set forth on the cover page of thisprospectus supplement
and under "Prospectus Supplement Summary--The Offering." We will pay interest
on the notes of each series semiannually in arrears on the dates set forth on
the cover page of this prospectus supplement and under"Prospectus Supplement
Summary--The Offering" to the persons in whose names the relevant series of
notes are registered as of the close of business on the fifteenth day before
the due date for payment (whether or not a business day).Interest on the notes
will accrue from the date set forth on the cover page of this prospectus
supplement and under "Prospectus Supplement Summary--The Offering," or, if
interest has already been paid, from the date it was mostrecently paid. We
will compute interest on the basis of a
360-day
year consisting of twelve
30-day
months.
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If any payment is due on the notes on a day that is not a business day, we
will make thepayment on the day that is the next business day. Payments
postponed to the next business day in this situation will be treated under the
indenture as if they were made on the original due date. Postponement of this
kind will not result in a defaultunder the notes or the indenture, and no
interest will accrue on the postponed amount from the original due date to the
next day that is a business day.
Business day means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking or trust institutions in New YorkCity or in
Tokyo are authorized generally or obligated by law, regulation or executive
order to be closed.
Additional Amounts
We will make payments of principal and interest on the notes without
withholding or deduction for or on account of any present or futuretaxes,
duties, assessments or other governmental charges imposed or levied by or on
behalf of Japan or any political subdivision or any authority thereof or
therein having power to tax, unless otherwise required by law. If we are
required byJapanese law to make any such withholding or deduction, we will pay
such additional amounts as will result in the receipt by the holder of such
amount as would have been received by it had no such deduction or withholding
been required. However, noadditional amounts will be payable with respect to
any note under any of the following circumstances:
. the holder or beneficial owner
of the note is an individual
non-resident
of Japan or
non-Japanese
corporation and is liable for such Japanese taxes in respect of such note by reason of
its (i) having some connection with Japan other than the mere holding of the note or(ii)
being a person having a special relationship with ORIX for Japanese tax purposes as
described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation;
. the holder or beneficial
owner of the note is for
Japanese tax purposes
treated as an individual
resident ofJapan or a
Japanese corporation (except
for (i) a Japanese bank,
Japanese insurance
company, Japanese
securities company or other
Japanese financial institution
falling under certain
categories prescribed by
the Cabinet Order or a
Japanesefinancial institution
designated in Article
3-2-2,
Paragraph (29) of the Cabinet Order, that complies with the requirement
under Article 6,paragraph (11) of the Act on Special Measures Concerning
Taxation, among others, (x) to provide certain information prescribed
by the Act on Special Measures Concerning Taxation and the relevant
cabinet order and regulationsthereunder to enable a Participant (as defined
below) to establish that such holder or beneficial owner is exempt
from the requirement for Japanese tax to be withheld or deducted or the
interest recipient information designated in Article 6,paragraph (10) of
the Act on Special Measures Concerning Taxation (the "Interest Recipient
Information"), or (y) to submit a Written Application for Tax Exemption
(as defined below) and (ii) an individual resident of Japanor a Japanese
corporation that duly notifies (directly or through the relevant
Participant or otherwise) the relevant paying agent of its status as not
being subject to withholding or deduction by us by reason of receipt by
such individual residentof Japan or Japanese corporation of interest on
the notes through a payment handling agent in Japan appointed by ORIX);
. the tax, duty, assessment or other governmental charge is imposed or withheld because the holder
or beneficialowner failed, upon our reasonable request, to make a declaration or satisfy any
information requirements that the statutes, treaties, regulations or administrative practices of
Japan require as a precondition to exemption from all or part of suchtax or governmental charge;
. the holder or beneficial owner of the note would otherwise be exempt from any such withholding or deduction butfor
failure to comply with any applicable requirement to provide Interest Recipient Information or to submit a Written
Application for Tax Exemption to the relevant paying agent, or whose Interest Recipient Information is not duly
communicatedthrough the relevant Participant and the relevant international clearing organization to such paying agent;
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. the note is presented for payment (where presentation is required) more than 30 days after the
day on which suchpayment on the note became due or after the full payment was provided for,
whichever occurs later, except to the extent the holder thereof would have been entitled to
additional amounts on presenting the same for payment on the last day of suchperiod of 30 days;
. the withholding or deduction is imposed on a holder or beneficial owner who could have avoided such withholdingor
deduction by presenting its note (where presentation is required) to another paying agent maintained by us;
. the holder is a fiduciary or partnership or is not the sole beneficial owner of the payment of the principal of,or
any interest on, any note, and Japanese law requires the payment to be included for tax purposes in the income
of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner,
in each case, whowould not have been entitled to such additional amounts had it been the holder of such note; or
. any combination of the above.
No additional amounts will be payable for or on account of any deduction or
withholding imposed pursuant to Sections 1471-1474 of the U.S.Internal Revenue
Code and the U.S. Treasury regulations thereunder, or FATCA, any intergovernment
al agreement entered into with respect to FATCA, any law, regulation or other
official guidance enacted or published in any jurisdiction implementing,or
relating to, FATCA or an intergovernmental agreement with respect to FATCA, or
any agreement with the U.S. Internal Revenue Service regarding FATCA.
If a beneficial owner that receives interest on the notes is an individual
non-resident
of Japan or a
non-Japanese
corporation with no permanent establishment within Japan or with a permanent
establishment within Japan but where the receipt of the interest under the
notes is not attributable to the business carriedon within Japan by the
recipient through such permanent establishment, no Japanese income tax or
corporate tax is payable with respect to such interest whether by way of
withholding or otherwise, provided that such beneficial owner complies
withcertain requirements, including among others:
. if the relevant notes are held through certain participants (each, a "Participant")
in an internationalclearing organization such as Euroclear, Clearstream,
DTC or certain financial intermediaries prescribed by the Act on Special
Measures Concerning Taxation and the relevant cabinet order thereunder
(together with the ministerial ordinance and otherregulations thereunder, the
"Law"), the requirement to provide certain information prescribed by the Law
to enable the Participant to establish that the beneficial owner is exempt
from the requirement for Japanese income tax to be withheldor deducted; and
. if the relevant notes are not held through a Participant, the requirement to
submit to the relevant paying agenta claim for exemption from withholding tax (
Hikazei Tekiyo Shinkokusho
), or a Written Application for Tax Exemption,
together with certain documentary evidence.
For more details regarding Japanese withholding tax, see "Tax Considerations--Ja
panese Tax Considerations."
We will (i) make any required withholding or deduction and (ii) remit the full
amount deducted or withheld to the Japanese taxingauthority in accordance with
applicable law. We will use all reasonable efforts to obtain certified copies
of tax receipts evidencing the payment of any tax, duty, assessment or other
governmental charge so remitted to the Japanese taxing authorityimposing such
tax, duty, assessment or other governmental charge and will provide such
certified copies to each holder. We will attach to each certified copy a
certificate stating (x) that the amount of withholding tax, duty, assessment
orother governmental charge evidenced by the certified copy was paid in
connection with payments in respect of the principal amount of notes then
outstanding and (y) the amount of such withholding tax, duty, assessment or
other governmentalcharge paid per US$1,000
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principal amount of the notes. Copies of such documentation will be available
for inspection during ordinary business hours at the corporate trust office of
the trustee by the holders of thenotes upon request and will be made available
at the office of the paying agent.
The obligation to pay additional amounts with respect toany taxes, duties,
assessments and other governmental charges shall not apply to (A) any estate,
inheritance, gift, sales, transfer, personal property or any similar tax,
duty, assessment, fee or other governmental charge or (B) any tax,duty,
assessment, fee or other governmental charge which is payable otherwise than
by deduction or withholding from payments of principal or interest on the
notes; provided that, we will pay all stamp, court or documentary taxes or any
excise orproperty taxes, charges or similar levies and duties, if any, which
may be imposed by Japan, the United States or any political subdivision or any
taxing authority thereof or therein, with respect to the execution of the
indenture or as aconsequence of the initial issuance, execution, delivery or
registration of the notes.
References to principal or interest in respect ofthe notes shall be deemed to
include any additional amounts due which may be payable with respect thereto
as set forth in the notes and the indenture.
Optional Tax Redemption
We have theoption to redeem any series of notes prior to maturity if, as a
result of any change in, or amendment to, the laws or regulations of Japan or
any political subdivision or any authority thereof or therein having power to
tax, or any change inapplication or official interpretation of such laws or
regulations, which change or amendment becomes effective, or which change in
application or interpretation is announced, on or after the issue date of the
relevant series of notes, we would berequired to pay additional amounts with
respect to such series of notes as described under "--Additional Amounts," in
which case we may redeem the relevant series of notes in whole, but not in
part, at a redemption price equal to 100%of the principal amount of the notes
plus accrued interest to the redemption date. Furthermore, we must give you
between 30 and 60 days' notice before redeeming the notes, and no such notice
of redemption may be given earlier than 90 days priorto the earliest date on
which we would be required to pay additional amounts if a payment in respect
of the notes were then due. Prior to giving any such notice of redemption, we
will deliver to the trustee (i) an officer's certificatestating that the
conditions precedent to our right to redeem the notes have been fulfilled and
(ii) an opinion of counsel, who shall be independent legal counsel to us
reasonably satisfactory to the trustee, confirming that we have been or willbe
required to pay additional amounts as a result of such change or amendment.
The trustee shall be entitled to accept such officer's certificate and opinion
of counsel as sufficient evidence of the satisfaction of the conditions
precedentdescribed above, in which event it shall be conclusive and binding on
the holders of the notes.
Negative Pledge
So long as any of the notes of any series remain outstanding we may not create
or permit to subsist any pledge, lien or other charge upon thewhole or any
part of ORIX's undertaking, assets or revenues present or future to secure,
for the benefit of the holders thereof, any External Indebtedness, as defined
below, without according or procuring to be accorded to our debt obligationsunde
r such series of notes and the indenture the same security as is granted to
such External Indebtedness or such other security or guarantee as shall be
approved by holders representing more than 50% of the outstanding principal
amount of theseries of debt securities of which the notes are a part.
"External Indebtedness" means any indebtedness of ORIX or itsconsolidated
subsidiaries with a stated maturity of more than one year from the creation
thereof, which is represented by bonds, debentures, notes or any other similar
debt securities which are quoted, listed or ordinarily dealt in, or are
intendedto be quoted, listed or ordinarily dealt in, on a stock exchange or on
any
over-the-counter
or any other similar securities market outside Japan and which are by
theirterms repayable or confer a right to receive repayment in any currency
other than yen or are denominated in yen if a majority of the aggregate
nominal amount thereof is initially distributed
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outside Japan by or with our authorization (or guarantees, indemnities or
other like obligations, in each case granted or undertaken for the benefit of
the holders of such securities to securethe payment of such indebtedness, in
respect of such indebtedness).
Events of Default and Remedies
Holders of the notes will have special rights if an event of default occurs.
You should read the information under the headings"Description of Senior Debt
Securities--Events of Default under the Indenture" and "Description of Senior
Debt Securities--Acceleration of Senior Debt Securities upon an Event of
Default" in the accompanying prospectus.
Further Issuances
We reserve theright, from time to time, without the consent of the holders of
the notes of a particular series, to issue additional notes on terms and
conditions identical to those of the original notes of such series (other than
the issue date, the date uponwhich interest first accrues and, in some cases,
the first interest payment date), which additional notes may increase the
aggregate principal amount of, and may be consolidated and form a single
series with, the relevant series of outstandingnotes; provided that any
additional notes that are so consolidated must be fungible with the
outstanding notes of the relevant series for U.S. federal income tax purposes.
We may also issue other securities under the indenture as part of a
separateseries that have different terms from the notes.
Methods of Receiving Payments
The principal of, and interest and additional amounts on, the notes of each
series represented by the global notes will be payable in U.S.dollars. We will
cause the paying agent to pay such amounts, on the dates payment is to be
made, directly to DTC.
Paying Agent and Registrar
The Bank of New York Mellon, located at 240 Greenwich Street, New York, NY
10286, United States of America will initially act as paying agentand
registrar for each series of notes. We may change the paying agent or
registrar without prior notice to the holders of the notes, and we or any of
our subsidiaries may act as paying agent or registrar.
Transfer and Exchange
A holder of notesissued in definitive form may transfer or exchange notes in
accordance with the indenture. The registrar and the trustee may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents, and to pay any taxes andfees required by law or permitted by the
indenture.
We will treat the registered holder of a note as the owner of that note for
allpurposes, except as described under "--Methods of Receiving Payments." See
"--Book-Entry, Delivery and Form."
Book Entry,Delivery and Form
Each series of notes will be represented by one or more global notes. The
global notes will be deposited uponissuance with Cede & Co., as nominee for
DTC, and registered in the name of DTC or its nominee, in each case for credit
to the accounts of direct or indirect participants, including Clearstream and
Euroclear.
Except as otherwise described in this prospectus supplement, the global notes
may be transferred, in whole and not in part, only to DTC, anominee of DTC or
to a successor of DTC or its nominee. You may not exchange
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your beneficial interests in the global notes for notes in certificated form
except in limited circumstances. In addition, transfers of beneficial
interests in the global notes will be subject tothe applicable rules and
procedures of DTC and its direct or indirect participants (including, if
applicable, those of Clearstream and Euroclear), which may change from time to
time.
It is expected that delivery of the notes will be made against payment for the
notes on or about September, 2024.
Clearance and Settlement
The notes havebeen accepted for clearance through DTC, Euroclear and
Clearstream.
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TAX CONSIDERATIONS
Japanese Tax Considerations
Theinformation in this section entitled "Japanese Tax Considerations" is a
general description of certain Japanese tax aspects of the notes provided for
the convenience only of investors, and does not purport to be a comprehensive
descriptionof the tax aspects of the notes. Prospective purchasers of the
notes are advised to consult their own legal, tax, accountancy or other
professional advisors in order to ascertain their particular circumstances
regarding taxation. The statementsbelow are general in nature and not
exhaustive. Further, the statements below are based on current tax laws and
regulations in Japan as in effect on the date hereof and which are subject to
change or differing interpretations (possibly withretroactive effect). Neither
such statements nor any other statements in this prospectus supplement or the
accompanying prospectus are to be regarded as advice on the tax position of
any beneficial owner of the notes, or a beneficial owner, or anyperson
purchasing, selling or otherwise dealing in the notes or any tax implication
arising from the purchases, sale or other dealings in respect of the notes.
Prospective purchasers of the notes should consult their own professional tax
advisorsabout their tax position and any tax implications with respect to the
notes.
Representation of Gross Recipient Status upon InitialDistribution
By
subscribing
for
the
notes,
an
investor
will
be
deemed
to
have
represented
that
it
is
a
"Gross
Recipient."
A "Gross Recipient" for this purpose is (i) a beneficial owner that is, for
Japanese taxpurposes, neither (x) an individual resident of Japan or a
Japanese corporation, nor (y) an individual
non-resident
of Japan or a
non-Japanese
corporation thatin either case is a person having a special relationship with
the issuer of the notes as described in Article 6, paragraph (4) of the Act on
Special Measures Concerning Taxation, (ii) a Japanese financial institution,
designated in Article
3-2-2,
paragraph (29) of the Cabinet Order that will hold notes for its own
proprietary account or (iii) an individual resident of Japan or a
Japanesecorporation whose receipt of interest on the notes will be made
through a payment handling agent in Japan as defined in Article
2-2,
paragraph (2) of the Cabinet Order. As part of the initial distributionby the
underwriters at any time, the notes are not to be directly or indirectly
offered or sold to, or for the benefit of, any person other than a Gross
Recipient or to others for
re-offering
or
re-sale,
directly or indirectly, to, or for the benefit of, any person other than a
Gross Recipient.
Interest Payments and Issue Differential
The following description of Japanese taxation (limited to national taxes)
applies exclusively to interest on the notes and the difference, ifany,
between the issue price of the notes and the amount that the beneficial owner
receives upon redemption of the notes, or the Issue Differential, with respect
to the notes that are issued by ORIX outside Japan and interest is payable
outsideJapan. It is not intended to be exhaustive and prospective purchasers
are advised to consult their tax advisors as to their exact tax position.
If a beneficial owner that receives interest on the notes is an individual
non-resident
of Japan or a
non-Japanese
corporation having no permanent establishment within Japan or having a
permanent establishment within Japan but the receipt of the interest on the
notes is not attributable to the business of suchindividual
non-resident
of Japan or
non-Japanese
corporation carried on within Japan through such permanent establishment, no
Japanese income tax or corporate tax ispayable with respect to such interest
whether by way of withholding or otherwise, provided that such beneficial
owner complies with certain requirements including, among others:
. if the relevant notes are held through a Participant, the requirement to provide, at the time of entrusting aParticipant
with the custody of the relevant notes, the Interest Recipient Information and to advise the Participant if such individual
non-resident
of Japan or
non-Japanese
corporation ceases to be so exempt (including the case where it
became a specially-related person of ORIX (as defined below)); and
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. if the relevant notes are not held through a Participant, the requirement to submit to the relevant
paying agenta Written Application for Tax Exemption together with certain documentary evidence.
Failure to comply with suchrequirements described above will result in the
withholding by ORIX of income tax at the rate of 15.315% of the amount of such
interest, unless a lower rate or exemption is applicable under a relevant tax
treaty between Japan and the beneficialowner's country of residence.
If a beneficial owner that receives interest on the notes is an individual
non-resident
of Japan or a
non-Japanese
corporation having a permanent establishment within Japan and the receipt of
interest is attributable to the business of suchindividual
non-resident
of Japan or
non-Japanese
corporation carried on within Japan through such permanent establishment, such
interest will not be subject to a 15.315%withholding tax by ORIX, if the
beneficial owner provides the Interest Recipient Information or submits the
Written Application for Tax Exemption as set out above. Failure to comply with
such requirement will result in the withholding by ORIX ofincome tax at the
rate of 15.315% of the amount of such interest. The amount of such interest
will be aggregated with the beneficial owner's other Japan source income and
will be subject to regular income tax or corporate tax, as appropriate.
If a beneficial owner that receives interest on the notes is an individual
non-resident
of Japanor
non-Japanese
corporation who has a special relationship with ORIX (that is, in general
terms, a person who, either, directly or indirectly controls or is directly or
indirectly controlled by, or is underdirect or indirect common control with,
ORIX) within the meaning prescribed by the Cabinet Order (such person is
referred to as a "specially-related person of ORIX") as of the beginning of
the fiscal year of ORIX in which the relevantinterest payment date falls, the
exemption from Japanese withholding tax on interest mentioned above will not
apply, and income tax at the rate of 15.315% of the amount of such interest
will be withheld. If such individual
non-resident
of Japan or
non-Japanese
corporation has a permanent establishment within Japan, regular income tax or
corporate tax, as appropriate, collected otherwise than byway of withholding,
will apply to such interest under Japanese tax law.
If an individual
non-resident
of Japan or
non-Japanese
corporation (regardless of whether it is a specially-related person of ORIX)
is subject to Japanese withholding tax with respect tointerest on the note,
under Japanese tax law, a reduced rate of withholding tax or exemption from
such withholding tax may be available under a relevant income tax treaty
between Japan and the country of tax residence of such individual
non-resident
of Japan or
non-Japanese
corporation. Japan has income tax treaties, conventions or agreements whereby
the above-mentioned withholding tax rate is reduced,generally to 10%, or fully
exempted, with, among others, Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, the
Netherlands, Norway, Singapore, Spain, Sweden, Switzerland, the UnitedKingdom
and the United States. Under the income tax treaty between Japan and Belgium,
interest arising in either country shall be taxable only in the other country
if it is paid by an enterprise and beneficially owned by an enterprise of that
othercountry. Under the income tax treaty between Japan and the United States,
interest beneficially owned by a U.S. resident is generally exempt from
Japanese taxation. Under the income tax treaty with the United Kingdom,
similar exemptions to thatprovided in the treaty between Japan and the United
States will be available. In order to avail themselves of such reduced rate or
exemption, individual
non-residents
of Japan or
non-Japanese
corporations that are entitled, under any applicable income tax treaty, to a
reduced rate of, or exemption from, Japanese withholding tax on payment of
interest by ORIX are required to submit anapplication form for income tax
convention regarding relief from Japanese income tax on interest (as well as
any other required forms of documents) in advance of the interest payment
through ORIX to the relevant tax authority.
Japanese tax law requires a beneficial owner that is an individual
non-resident
of Japan or a
non-Japanese
corporation and that becomes a specially-related person of ORIX to notify the
Participant through which it holds the notes of such change in status prior to
the next interest payment date. As describedabove, as the status of such
individual
non-resident
of Japan or
non-Japanese
corporation as a specially-related person of ORIX for Japanese withholding tax
purposes isdetermined based on the status as of the beginning of the fiscal
year of the
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issuer of the notes in which the relevant interest payment date falls, such
individual
non-resident
of Japan or
non-Japanese
corporation should, by such notification, identify and advise the Participant
of the specific interest payment date on which Japanese withholding tax starts
to apply with respect to suchindividual
non-resident
of Japan or
non-Japanese
corporation as being a specially-related person of ORIX.
If a beneficial owner that receives any Issue Differential with respect to
notes is an individual
non-resident
of Japan or a
non-Japanese
corporation having no permanent establishment within Japan or having a
permanent establishment within Japan but the receipt ofsuch Issue Differential
is not attributable to the business of such individual
non-resident
of Japan or
non-Japanese
corporation carried on within Japan through suchpermanent establishment, no
income tax or corporate tax is payable with respect to such Issue Differential.
If the recipient of the IssueDifferential is an individual
non-resident
of Japan or a
non-Japanese
corporation having a permanent establishment within Japan and the receipt of
such IssueDifferential is attributable to the business of such individual
non-resident
of Japan or
non-Japanese
corporation carried on within Japan through such permanentestablishment, such
Issue Differential will not be subject to any withholding tax but will be
aggregated with the beneficial owner's other Japan source income which is
subject to Japanese taxation and subject to regular income tax or
corporatetax, as appropriate.
If the recipient of the Issue Differential is an individual
non-resident
ofJapan or
non-Japanese
corporation who is a specially-related person of ORIX as of the beginning of
the fiscal year of ORIX in which such individual
non-resident
of Japanor
non-Japanese
corporation acquired such notes, the Issue Differential will not be subject to
withholding tax but will be subject to regular income tax or corporate tax, as
appropriate, under Japanese taxlaw, regardless of whether such individual
non-resident
of Japan or
non-Japanese
corporation has a permanent establishment within Japan; provided that
exemption may beavailable under the relevant income tax treaty.
If a Japanese financial institution designated in Article
3-2-2,
Paragraph (29) of the Cabinet Order (Cabinet Order No. 43 of 1957, as
amended), or a Designated Financial Institution, complies with the requirement
fortax exemption under Article 6, Paragraph (11) of the Act on Special
Measures Concerning Taxation, among others, to provide the Interest Recipient
Information or to submit the Written Application for Tax Exemption, no income
tax will be imposed,either by way of withholding or otherwise, but the
recipient will be subject to regular corporate tax with respect to such
interest.
Ifan individual resident of Japan or a Japanese corporation (other than a
Designated Financial Institution that complies with the requirement referred
to in the paragraph above, a Specified Financial Institution (as defined
below) or a PublicCorporation (as defined below) that complies with the
requirement referred to in the next paragraph) receives payments of interest
on the notes through certain Japanese payment handling agents, or each a
Japanese Payment Handling Agent, income taxat the rate of 15.315% of the
amount of such interest will be withheld by the Japanese Payment Handling
Agent rather than ORIX. As we are not in a position to know in advance the
beneficial owner's status, any beneficial owner of interestfalling within this
category should inform us through a paying agent of its status in a timely
manner. Failure to so inform may result in double withholding. Any individual
beneficial owner being a resident of Japan who receives interest through
aJapanese Payment Handling Agent will be taxed in Japan on such interest
separately from his/her other income and only by way of withholding of the
foregoing withholding tax, as far as the national level income taxes are
concerned. In the case ofbeneficial owners who are individual residents of
Japan (other than those referred to in the immediately preceding sentence) or
Japanese corporations (referred to in the beginning of this paragraph), the
amount of interest received by any suchbeneficial owner will be included in
such beneficial owner's other taxable income and be subject to regular income
tax or corporate tax, as appropriate.
If a Japanese public corporation designated by the relevant law, or a Public
Corporation, or a financial instruments business operator orother Japanese
financial institution described in Article
3-3,
paragraph (6) of the Act on Special Measures Concerning Taxation, each a
Specified Financial Institution, keeps its notes deposited
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with, and receives the interest through, a Japanese Payment Handling Agent
with custody of the notes, or the Japanese Custodian, and such beneficial
owner submits through such Japanese Custodianto the competent tax authority
the report prescribed by the Law, no income tax is imposed, by way of
withholding or otherwise, on all the interest payable on the notes, but if the
beneficial owner is a Specified Financial Institution, the beneficialowner
will be subject to regular corporate tax with respect to such interest.
However, since ORIX is not in a position to know in advance the beneficial
owner's withholding tax exemption status, the beneficial owner of interest
falling withinthis category should inform ORIX through a paying agent of its
status in a timely manner. Failure to so notify ORIX may result in the
withholding by ORIX of a 15.315% income tax. Any amount of interest received
by such Public Corporation orSpecified Financial Institution in excess of the
non-taxable
portion described above is subject to a 15.315% income tax to be withheld by
the Japanese Custodian.
If a beneficial owner that is an individual resident of Japan or a Japanese
corporation (except for a Designated Financial Institution whichcomplies with
the requirements described above) receives interest on the notes other than
through a Japanese Payment Handling Agent, income tax at the rate of 15.315%
will be withheld by ORIX.
If the recipient of the Issue Differential with respect to the notes is an
individual resident of Japan or a Japanese corporation, such IssueDifferential
will not be subject to any withholding tax but, except where the recipient is
a Public Corporation, will be included in the recipient's other taxable income
and be subject to regular income tax or corporate tax, as appropriate.
Capital Gains, Stamp Tax and Other Similar Taxes, Inheritance and Gift Taxes
Gains derived from the sale of notes outside Japan by an individual
non-resident
of Japan or
non-Japanese
corporation having no permanent establishment in Japan are generally not
subject to Japanese income or corporate taxes.
No stamp, issue, registration or similar taxes or duties will, under current
Japanese law, be payable in Japan by beneficial owners inconnection with the
issue of the notes, nor will such taxes be payable by beneficial owners in
connection with their transfer if such transfer takes place outside Japan.
Japanese inheritance and gift taxes at progressive rates may be payable by an
individual, wherever resident, who has acquired notes fromanother individual
as legatee, heir or donee.
United States Tax Considerations
The following is a discussion of material U.S. federal income tax consequences
of the ownership and disposition of notes by the U.S. Holdersdescribed below,
but it does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to a particular person's decision to
acquire notes. This discussion applies only to U.S. Holders who hold notes
ascapital assets for U.S. federal income tax purposes and who acquired the
notes pursuant to this offering at the "issue price," which for each series of
notes will be the first price to the public (not including bond houses,
brokers orsimilar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers) at which a substantial amount
of the notes of that series is sold for money. This discussion does not
describe all of the U.S. federal incometax consequences that may be relevant
in light of the U.S. Holder's particular circumstances, including any special
tax accounting rules set forth in Section 451 of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"),or any alternative minimum or Medicare
contribution tax consequences. In addition, this discussion does not describe
all of the tax consequences to persons subject to special rules, such as:
. certain financial institutions;
. insurance companies;
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. dealers and certain electing traders in securities that use a mark to market method of tax accounting;
. persons holding notes as part of a straddle or integrated transaction;
. persons whose functional currency is not the U.S. dollar;
. partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
. regulated investment companies;
. real estate investment trusts;
. tax exempt organizations, "individual retirement accounts" or "Roth IRAs"; or
. persons holding the notes in connection with a trade or business conducted outside of the United States.
If an entity that is classified as a partnership for U.S. federal income tax
purposes owns the notes, the U.S. federalincome tax treatment of a partner
will generally depend on the status of the partner and the activities of the
partnership. Partnerships and their partners should consult their tax advisors
with regard to the particular U.S. federal income taxconsequences of owning
and disposing of the notes.
This discussion is based on the Code, administrative pronouncements,
judicialdecisions, final, temporary and proposed U.S. Treasury regulations and
the U.S.-Japan income tax treaty (the "Treaty"), all as of the date hereof,
all of which are subject to change, possibly on a retroactive basis. Persons
considering thepurchase of notes are urged to consult their tax advisors with
regard to the application of the U.S. federal income tax laws to their
particular situations, as well as any tax consequences arising under the laws
of any state, local or
non-U.S.
taxing jurisdiction.
A "U.S. Holder" is a person who, for U.S. federal income taxpurposes, is a
beneficial owner of a note and is: (i) a citizen or individual resident of the
United States; (ii) a corporation, or other entity taxable as a corporation
for U.S. federal income tax purposes, created or organized in orunder the laws
of the United States, any state therein or the District of Columbia; or (iii)
an estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
Payments of interest
It is expected, and the following discussion assumes, that the notes will be
issued without original issue discount for U.S. federal incometax purposes.
Interest paid on a note (including any amounts withheld in respect of Japanese
taxes and any additional amounts paid withrespect thereto) will be taxable to
a U.S. Holder as ordinary interest income at the time it accrues or is
received, in accordance with the U.S. Holder's method of accounting for U.S.
federal income tax purposes. See "Japanese TaxConsiderations" for a discussion
of the requirements for obtaining an exemption from Japanese withholding tax.
Interest incomeearned by a U.S. Holder with respect to a note will constitute
foreign-source income, which may be relevant in calculating the U.S. Holder's
foreign tax credit limitation. Any Japanese withholding tax on interest
payments will not be creditableagainst a U.S. Holder's U.S. federal income tax
liability if the withholding tax results from the failure to provide the
Interest Recipient Information or Written Application for Tax Exemption
information described in "Japanese TaxConsiderations--Interest Payments and
Issue Differential," or to the extent the tax can be reduced or eliminated
under the Treaty. Therefore, because interest income is generally exempt from
Japanese income taxes under the Treaty, U.S.Holders entitled to Treaty
benefits generally will not be entitled to a foreign tax credit for any
Japanese taxes withheld from interest payments on the notes. In addition, U.S.
Treasury regulations impose additional requirements for
non-U.S.
taxes to be eligible for credit in the absence of an election to apply the
benefits of an applicable income tax treaty, and
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we have not determined whether these requirements have been met with respect
to Japanese withholding taxes, if any. The U.S. Internal Revenue Service has
released notices that provide relief fromcertain of the provisions of the
Treasury regulations described above for taxable years ending before the date
that a notice or other guidance withdrawing or modifying the temporary relief
is issued (or any later date specified in such notice orother guidance). The
rules governing foreign tax credits are complex. U.S. Holders are urged to
consult their tax advisors regarding the availability of foreign tax credits
in their particular circumstances. Instead of claiming a credit, subject
toapplicable limitations, a U.S. Holder may be able to deduct any Japanese
withholding taxes on interest payments in computing the U.S. Holder's taxable
income. An election to deduct
non-U.S.
taxes insteadof claiming foreign tax credits applies to all creditable
non-U.S.
taxes paid or accrued by the U.S. Holder in the taxable year.
Sale, exchange or other disposition of the notes
Upon the sale, exchange or other disposition of a note, a U.S. Holder
generally will recognize taxable gain or loss equal to the differencebetween
the amount realized on the sale, exchange or disposition and the U.S. Holder's
tax basis in the note. For these purposes, the amount realized does not
include any amount attributable to accrued interest. Amounts attributable to
accruedinterest will be taxed as interest as described under "--Payments of
interest" above. A U.S. Holder's tax basis in a note will generally be its
cost for that note.
Gain or loss realized on the sale, exchange or other disposition of a note
generally will be capital gain or loss and will be long-termcapital gain or
loss if at the time of the sale, exchange or disposition the note has been
held for more than one year. Long-term capital gains of individual U.S.
Holders are eligible for reduced rates of taxation. The deductibility of
capitallosses is subject to limitations. Gain or loss generally will be
U.S.-source for purposes of computing a U.S. Holder's foreign tax credit
limitation.
Information reporting and backup withholding
Payments of interest and sales proceeds that are made within the United States
or through certain U.S.-related financial intermediaries may besubject to
information reporting and backup withholding unless the U.S. Holder is an
exempt recipient or, in the case of backup withholding, provides a correct
taxpayer identification number and certifies that it is not subject to
backupwithholding. The amount of any backup withholding from a payment to a
U.S. Holder will be allowed as a credit against its U.S. federal income tax
liability and may entitle it to a refund, provided that the required
information is timely furnished tothe U.S. Internal Revenue Service.
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UNDERWRITING
We plan to offer the notes through the underwriters. BofA Securities, Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC andMorgan Stanley &
Co. LLC are acting as representatives of the underwriters named below. Subject
to the terms and conditions contained in a purchase agreement between us and
the underwriters, we have agreed to sell to the underwriters, andthe
underwriters have agreed, severally, and not jointly, to purchase from us, the
principal amount of notes listed opposite their names below. BofA Securities,
Inc.'s address is One Bryant Park, New York, NY 10036, Citigroup Global
MarketsInc.'s address is 388 Greenwich Street, New York, NY 10013, J.P. Morgan
Securities LLC's address is 383 Madison Avenue, New York, NY 10179 and Morgan
Stanley & Co. LLC's address is 1585 Broadway, New York, NY 10036.
Underwriter Principal Amount
BofA Securities, Inc. $
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Total $
The underwriters have agreed to purchase all of the notes sold pursuant to the
purchase agreement if any ofthe notes are purchased. If an underwriter
defaults, the purchase agreement provides that the purchase commitments of the
non-defaulting
underwriters may be increased or the purchase agreement may beterminated.
We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the SecuritiesAct of 1933, as amended, or
to contribute to payments the underwriters may be required to make in respect
of those liabilities.
Theunderwriters are offering the notes, subject to prior sale, when, as and if
issued to and accepted by them, subject to approval of legal matters by their
counsel, including the validity of the notes, and other conditions contained
in the purchaseagreement, such as the receipt by the underwriters of officers'
certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.
The underwriters initially propose to offer the notes to the public at the
public offering price that appears on the cover page of thisprospectus
supplement. After the initial offering, the underwriters may change the public
offering price and any other selling terms. The underwriters may offer and
sell notes through certain of their affiliates.
Expenses of the Offering
The expensesof the offering, not including the underwriting discounts and
commissions, are estimated to be $ million in total and are payable by us.
These expenses include the following:
. a U.S. Securities and Exchange Commission registration fee of $;
. estimated printing expenses of $;
. estimated legal fees and expenses of $;
. estimated accounting fees and expenses of $;
. estimated rating agency fees of $;
. estimated trustee and paying agent fees and expenses of $; and
. estimated miscellaneous fees and expenses of $.
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No Sales of Similar Securities
We have agreed, with certain exceptions, not to publicly sell or transfer
certain of ORIX's debt securities for 30 days from the date ofdelivery of the
notes without first obtaining the written consent of the representatives of
the underwriters. Specifically, we have agreed not to, directly or indirectly,
(i) issue, sell, offer or contract to sell, (ii) grant any optionfor the sale
of, or (iii) otherwise transfer or dispose of any U.S. dollar-denominated debt
securities of ORIX with a maturity of greater than one year in a
SEC-registered
or other public offering, orwhich are listed on a securities exchange.
New Issue of Notes
The notes are a new issue of securities with no established trading market. We
do not intend to apply for listing of the notes on any nationalsecurities
exchange or for quotation of the notes on any automated dealer quotation
system. We have been advised by the underwriters that they presently intend to
make a market in the notes after completion of the offering. However, they are
underno obligation to do so and may discontinue any market-making activities
at any time without any notice. We cannot assure the liquidity of the trading
market for the notes or that an active public market for the notes will
develop. If an activepublic trading market for the notes does not develop, the
market price and liquidity of the notes may be adversely affected.
Settlement
We expect that delivery of the notes will be made to investors on or about
September , 2024, which will be the New Yorkbusiness day following the date
of this prospectus supplement (such settlement being referred to as "T+").
Under Rule
15c6-1
under the Exchange Act, trades in the secondary market are requiredto settle
in one business day, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes prior to the
delivery of the notes hereunder may be required, by virtue of the fact that
the notesinitially settle in T+, to specify an alternate settlement
arrangement at the time of any such trade to prevent a failed settlement.
Purchasers of the notes who wish to trade the notes prior to their date of
delivery hereunder should consulttheir advisors.
Selling Restrictions
Japan
The notes havenot been and will not be registered under the Financial
Instruments and Exchange Act and are subject to the Act on Special Measures
Concerning Taxation. Each of the underwriters has represented and agreed that
(i) it has not, directly orindirectly, offered or sold and will not, directly
or indirectly, offer or sell, notes in Japan or to any person resident in
Japan for Japanese securities law purposes (including any corporation or other
entity organized under the laws of Japan),except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the
Financial Instruments and Exchange Act and any other applicable laws,
regulations and government guidelines of Japan; and (ii) it hasnot, directly
or indirectly, offered or sold and will not, as part of its distribution by
the underwriters pursuant to the purchase agreement dated the date hereof at
any time, directly or indirectly offer or sell notes to, or for the benefit
of,any person other than a beneficial owner that is (a) for Japanese tax
purposes, neither (x) an individual resident of Japan or a Japanese
corporation, nor (y) an individual
non-resident
of Japanor a
non-Japanese
corporation that in either case is a person having a special relationship with
us as described in Article 6, Paragraph (4) of the Act on Special Measures
Concerning Taxation, (b) aJapanese financial institution, designated in Article
3-2-2,
paragraph (29) of the Cabinet Order that will hold notes for its own
proprietary account or(c) an individual resident of Japan or a Japanese
corporation whose receipt of interest on the notes will be made through a
payment handling agent in Japan as defined in Article
2-2,
paragraph (2) ofthe Cabinet Order.
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Prohibition of Sales to EEA Retail Investors
The notes which are the subject of the offering contemplated by this document,
as supplemented by any applicable supplement or pricing termsheet in relation
thereto, may not be offered, sold or otherwise made available and will not be
offered, sold or otherwise made available to any retail investor in the EEA.
For the purposes of this provision:
(1) the expression "retail investor" means a person who is one (or more) of the following:
(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(b) a customer within the meaning of the Insurance Distribution Directive, where that customer would
not qualify asa professional client as defined in point (10) of Article 4(1) of MiFID II; or
(c) not a qualified investor as defined in the Prospectus Regulation; and
(2) the expression "offer" includes the communication in any form and by any means of sufficientinformation on the terms
of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
Consequently, no key information document required by the PRIIPs Regulation
for offering or selling the notes or otherwise making themavailable to any
retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in
the EEA maybe unlawful under the PRIIPs Regulation. This prospectus
supplementhas been prepared on the basis that any offer of the notes in any
Member State of the EEA will be made pursuant to an exemption under the
Prospectus Regulation (Regulation (EU) 2017/1129), or the Prospectus
Regulation, from the requirement topublish a prospectus for offers of the
notes. This prospectus supplement is not a prospectus for the purposes of the
Prospectus Regulation.
United Kingdom
Thenotes which are the subject of the offering contemplated by this document,
as supplemented by any applicable supplement or pricing term sheet in relation
thereto, are not intended to be offered, sold or otherwise made available and
should not beoffered, sold or otherwise made available to any retail investor
in the U.K. For the purposes of this provision:
(1) the expression "retail investor" means a person who is one (or more) of the following:
(a) a retail client as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part ofdomestic law by virtue of the EUWA; or
(b) a customer within the meaning of the provisions of the FSMA and any rules and regulations
made under the FSMAto implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(c) not a qualified investor as defined in Article 2 of the U.K. Prospectus Regulation; and
(2) the expression "offer" includes the communication in any form and by any means of sufficientinformation on the terms
of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
Consequently, no key information document required by the U.K. PRIIPs
Regulation for offering or selling the notes or otherwise making themavailable
to retail investors in the U.K. has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in
the U.K. may be unlawful under the U.K. PRIIPs Regulation. This prospectussupple
ment has been prepared on the basis that any offer of the notes in the U.K.
will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it
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forms part of domestic law by virtue of EUWA, or the U.K. Prospectus
Regulation, from the requirement to publish a prospectus for offers of the
notes. This prospectus supplement is not aprospectus for the purposes of the
U.K. Prospectus Regulation.
Hong Kong
This prospectus supplement has not been approved by or registered with the
Securities and Futures Commission of Hong Kong or the Registrar ofCompanies of
Hong Kong. The notes have not been offered or sold and will not be offered or
sold in Hong Kong, by means of any document, other than (a) to "professional
investors" as defined in the Securities and Futures Ordinance(Cap. 571) of
Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances which do not result in the document being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance(Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance. No advertisement, invitation or
document relating to the notes which is directed at, or the contents of which
are likely to be accessed orread by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) has been issued or
in the underwriters' possession for the purposes of this offering or will be
issued or in the underwriters'possession for the purposes of this offering in
Hong Kong or elsewhere other than with respect to the notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in theSecurities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance.
Singapore
This prospectus supplement has not been and will not be registered as a
prospectus with the Monetary Authority of Singapore. Accordingly,
thisprospectus supplement and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the
notes, may not be circulated or distributed, nor may the notes be offered or
sold, or be made thesubject of an invitation for subscription or purchase,
whether directly or indirectly, to any person in Singapore other than (i) to
an institutional investor (as defined in Section 4A of the SFA) pursuant to
Section 274 of the SFA,(ii) to an accredited investor (as defined in Section
4A of the SFA) pursuant to and in accordance with the conditions specified in
Section 275 of the SFA and (where applicable) Regulation 3 of the Securities
and Futures (Classes ofInvestors) Regulations 2018.
Any reference to the SFA is a reference to the Securities and Futures Act 2001
of Singapore and a referenceto any term as defined in the SFA or any provision
in the SFA is a reference to that term or provision as modified or amended
from time to time including by such of its subsidiary legislation as may be
applicable at the relevant time.
Switzerland
The notesmay not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act (the "FinSA") and no
application has or will be made to admit the notes to trading on any trading
venue (exchange ormultilateral trading facility) in Switzerland. Neither this
document nor any other offering or marketing material relating to the notes
constitutes a prospectus pursuant to the FinSA, and neither this document nor
any other offering or marketingmaterial relating to the notes may be publicly
distributed or otherwise made publicly available in Switzerland.
Price Stabilization and ShortPositions
In connection with the offering, the underwriters are permitted, in accordance
with applicable laws, to engage intransactions that stabilize the market price
of the notes. Such transactions consist of bids or purchases to peg, fix or
maintain the price of the notes. If the underwriters create a short position
in the notes in connection with the offering, thatis, if they sell more notes
than are on the cover page of this prospectus supplement, the
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underwriters may reduce that short position by purchasing notes in the open
market. Purchases of notes to stabilize the price or to reduce a short
position could cause the price of the notes tobe higher than it might be in
the absence of such purchases.
Neither we nor any of the underwriters makes any representation orprediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any of
the underwriters makes any representation that the underwriters will engage
inthese transactions or that these transactions, once commenced, will not be
discontinued without notice.
Stamp Taxes and Other Charges
Purchasers of the notes offered by this prospectus supplement and the
accompanying prospectus may be required to pay stamp taxes and othercharges in
accordance with the laws and practices of the country of purchase in addition
to the offer price on the cover of this prospectus supplement.
Other Relationships
Some of theunderwriters and their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for thesetransactions.
In addition, in the ordinary course of their business activities, the
underwriters and their affiliates may make or hold abroad array of investments
and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers. Such investments
andsecurities activities may involve securities and/or instruments of ours or
our affiliates. If any of the underwriters or their affiliates has a lending
relationship with us, certain of those underwriters or their affiliates
routinely hedge, andcertain other of those underwriters or their affiliates
have hedged and/or may in the future hedge, their credit exposure to us
consistent with their customary risk management policies. Typically, such
underwriters and their affiliates would hedgesuch exposure by entering into
transactions which consist of either the purchase of credit default swaps or
the creation of short positions in our securities, including potentially the
notes offered hereby. Any such credit default swaps or shortpositions could
adversely affect future trading prices of the notes offered hereby. The
underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such
securities orfinancial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
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LEGAL MATTERS
The validity of the notes and certain U.S. legal matters will be passed upon
for us by Davis Polk & Wardwell LLP, our United Statescounsel. Certain
Japanese legal matters will be passed upon for us by Mitsui Company, our
Japanese counsel. Simpson Thacher & Bartlett LLP, United States counsel to the
underwriters, will pass upon certain U.S. legal matters for them.
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INCORPORATION BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into
this prospectus supplement. The information incorporated byreference is
considered to be a part of this prospectus supplement, and information that we
file later with the SEC will automatically update and supersede this
information. This prospectus supplement incorporates by reference our annual
report on
Form
20-F
for the fiscal year ended March 31, 2024, filed on June 27, 2024 (File Number
001-14856).
All subsequent reports filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of theoffering, shall be
deemed to be incorporated by reference into this prospectus supplement. In
addition, any Form
6-K
subsequently submitted to the SEC specifying that it is being incorporated by
reference intothis prospectus supplement shall be deemed to be incorporated by
reference. Documents incorporated by reference shall become a part of this
prospectus supplement on the respective dates the documents are filed or
furnished with the SEC.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus supplement shall be deemed tobe
modified or superseded for the purposes of this prospectus supplement to the
extent that a statement contained in this prospectus supplement or in any
subsequently filed document which also is or is deemed to be incorporated by
reference intothis prospectus supplement modifies or supersedes that
statement. The modifying or superseding statement need not state that it has
modified or superseded a prior statement or include any other information set
forth in the document that it modifiesor supersedes. The making of a modifying
or superseding statement shall not be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or anomission to
state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was
made. Any statement so modified or superseded shall not be deemed, except as
somodified or superseded, to constitute a part of this prospectus supplement.
Upon written or oral request, we will provide without chargeto each person to
whom a copy of this prospectus supplement has been delivered, a copy of any
document that has been incorporated by reference in the prospectus supplement
but not delivered with the prospectus supplement. You may request a copy
ofthese documents by writing or telephoning us at:
ORIX Corporation
World Trade Center Building, SOUTH TOWER
2-4-1
Hamamatsu-cho,
Minato-ku
Tokyo
105-5135,
Japan
+81-3-3435-3116
Except as described above, no other information is incorporated by reference
in this prospectus supplement, including, without limitation,information on
our internet site at https://www.orix.co.jp.
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ANNEX
Consolidated Financial Results from April 1, 2024 to June 30, 2024
(U.S. GAAP Financial Information for ORIX Corporation and its Subsidiaries)
Corporate Name: ORIX Corporation
Listed Exchanges: Tokyo Stock Exchange (Securities No. 8591)
New York Stock Exchange (Trading Symbol : IX)
Head Office: Tokyo JAPAN
Tel:
+81-3-3435-3121
(URL https://www.orix.co.jp/grp/en/ir/)
1. Performance Highlights as of and for the Three Months Ended June 30, 2024
(1) Performance Highlights - Operating Results (Unaudited)
Total Year-on-Year Operating Year-on-Year Income Year-on-Year Net Year-on-Year
Revenues Change Income Change before Change income Change
Income attributable
Taxes to
ORIX
Corporation
Shareholders
(millions of yen)
June 30, 708,139 4.6 % 86,266 3.9 % 120,169 34.4 % 86,735 37.7 %
2024
June 30, 676,798 2.6 % 83,004 (3.5 %) 89,392 4.5 % 62,966 1.7 %
2023
"Comprehensive Income Attributable to ORIX Corporation Shareholders" was
Y207,115 million for the threemonths ended June 30, 2024
(year-on-year
change was a 29.5% increase) and Y159,913 million for the three months ended
June 30, 2023
(year-on-year
change was a 8.7% decrease).
*Note 1: The presentation of equity method investment has been changed since the fourth
quarter of the fiscal year ended March 31, 2024("fiscal 2024"). As a result,
certain line items presented in our consolidatedstatements of income for the first
quarter of fiscal 2024 have been retrospectively reclassified for this change.
Basic Earnings Diluted Earnings
Per Share Per Share
(millions of yen)
June 30, 2024 75.40 75.28
June 30, 2023 53.87 53.80
*Note 2: Unless otherwise stated, all amounts shown herein are in millions of Japanese
yen, except for per share and dividend amounts, which are in single yen.
(2) Performance Highlights - Financial Position (Unaudited)
Total Assets Total Equity Shareholders' Shareholders'
Equity Equity Ratio
(millions of yen)
June 30, 2024 16,502,363 4,156,294 4,073,643 24.7 %
March 31, 2024 16,322,100 4,021,965 3,941,466 24.1 %
*Note 3: "Shareholders' Equity" refers to "Total ORIX Corporation Shareholders' Equity."
"Shareholders' Equity Ratio" is the ratio of "Total ORIX Corporation Shareholders' Equity" to "Total Assets."
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2. Dividends (Unaudited)
First Second Third Year-end Total
Quarter-end Quarter-end Quarter-end
(millions of yen)
March 31, 2024 -- 42.80 -- 55.80 98.60
March 31, 2025 -- -- -- -- --
March 31, 2025 (Est.) -- 49.30 -- 49.30 98.60
3. Forecast for the Year Ending March 31, 2025 (Unaudited)
[OMITTED]
4. Other Information
(1) Significant Changes in Scope of Consolidation Yes () No ( x )
Addition - None () Exclusion - None
()
(2) Adoption of Simplified Accounting Method Yes () No ( x )
(3) Changes in Accounting Principles, Procedures and Disclosures
1. Changes due to adoptions of new accounting standards Yes ( x ) No ()
2. Other than those above Yes () No ( x )
(4) Number of Issued Shares (Ordinary Shares)
1. The number of issued shares, including treasury stock, was 1,214,961,054 as
of June 30, 2024, and 1,214,961,054 as of March 31, 2024.
2. The number of treasury stock was 63,886,866 as of June 30, 2024, and
60,748,162 as of March 31, 2024.
3. The average number of outstanding shares was 1,150,311,448 for the three
months ended June 30, 2024, and 1,168,915,061 for the three months endedJune
30, 2023.
The Company's shares held through the Board Incentive Plan Trust (2,727,686
shares as of June 30, 2024 and 2,727,686 sharesas of March 31, 2024) are not
included in the number of treasury stock as of the end of the periods, but are
included in the average number of shares outstanding as treasury stock that
are deducted from the basis of the calculation of per sharedata.
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1. Summary of Consolidated Financial Results
(1) Financial Highlights
Financial Results for theThree Months Ended June 30, 2024
Change
Three months Three months Amount Percent
ended ended
June 30, 2023 June 30, 2024
Total Revenues (millions of yen) 676,798 708,139 31,341 5 %
Total Expenses (millions of yen) 593,794 621,873 28,079 5 %
Income before Income Taxes (millions of yen) 89,392 120,169 30,777 34 %
Net Income Attributable to ORIX Corporation Shareholders (millions of yen) 62,966 86,735 23,769 38 %
Earnings Per Share (Basic) (yen) 53.87 75.40 21.53 40 %
(Diluted) (yen) 53.80 75.28 21.48 40 %
ROE (Annualized) *1 (%) 7.0 8.7 1.7 --
ROA (Annualized) *2 (%) 1.63 2.11 0.48 --
*Note 1: ROE is the ratio of "Net Income Attributable
to ORIX Corporation Shareholders"
for the period to average "ORIX
Corporation Shareholders' Equity."
*Note 2: ROA is calculated based on "Net Income
Attributable to ORIX
Corporation Shareholders."
*Note 3: The presentation of equity method investment has been changed since
the fourth quarter of fiscal 2024. As a result, certain line items
presented in our consolidated statements of income for the first quarter
of fiscal 2024 havebeen retrospectively reclassified for this change.
Overview of Business Performance (April 1, 2024 to June 30, 2024)
Total revenues for the three months ended June 30, 2024 (hereinafter, "the
first consolidated period") increased 5% to Y708,139 millioncompared to
Y676,798 million during the same period of the previous fiscal year due to
increases in operating leases, services income and sales of goods and real
estate despite decreases in life insurance premiums and related investmentincome
and gains on investment securities and dividends.
Total expenses increased 5% to Y621,873 million compared to Y593,794
millionduring the same period of the previous fiscal year due to increases in
costs of operating leases, services expense, costs of goods and real estate
sold and selling, general and administrative expenses despite a decrease in
life insurance costs.
Equity in net income of equity method investments increased by Y2,323 million
to Y7,756 million compared to the same period of the previousfiscal year, and
gains on sales of subsidiaries and equity method investments and liquidation
losses, net increased by Y25,192 million to Y26,147 million compared to the
same period of the previous fiscal year.
Due to the above results, income before income taxes for the first
consolidated period increased 34% to Y120,169 million compared toY89,392
million during the same period of the previous fiscal year and net income
attributable to ORIX Corporation shareholders increased 38% to Y86,735 million
compared to Y62,966 million during the same period of theprevious fiscal year.
Segment Information
Totalsegment profits for the first consolidated period increased 28% to
Y137,274 million compared to the same period of the previous fiscal year.
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The presentation of equity method investment has been changed since the fourth
quarter of fiscal 2024. As aresult, segment data for the first quarter of
fiscal 2024 have been retrospectively reclassified.
Since April 1, 2024, the interest expenseallocation method for each segment
was changed to include a part of interest expenses in reconciliation of
segment profits to consolidated financial statement (corporate profits
(losses)). As a result, segment data for the first quarter of fiscal2024 have
been retrospectively reclassified.
Since April 1, 2024, the scope of segment assets was changed to include cash
and cash equivalents,trade notes, accounts and other receivable. As a result,
segment data for the previous fiscal year have been retrospectively
reclassified.
Segmentinformation for the first consolidated period is as follows:
Corporate Financial Services and Maintenance Leasing
:
Finance and feebusiness; leasing and rental of automobiles, electronic
measuring instruments and
ICT-related
equipment
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 20,425 19,797 (628 ) (3 )
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,777,320 1,778,938 1,618 0
Segment profits decreased 3% to Y19,797 million compared to the same period of
the previous fiscal year due to adecrease in finance revenues and a decrease
in equity in net income (loss) of equity method investments, despite an
increase in operating leases.
Segmentassets totaled Y1,778,938 million, remaining relatively unchanged
compared to the end of the previous fiscal year.
Real Estate
:
Real estate development, rental and management; facility operations; real
estate asset management
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 10,276 13,954 3,678 36
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,110,087 1,098,352 (11,735 ) (1 )
Segment profits increased 36% to Y13,954 million compared to the same period
of the previous fiscal year due to anincrease in operating leases and an
increase in services income, despite an increase in costs of goods and real
estate sold.
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Segment assets decreased 1% to Y1,098,352 million compared to the end of the
previous fiscal yeardue to a decrease in advances for finance lease and
operating lease and a decrease in loans to ORIX and its subsidiaries, despite
an increase in investment in operating leases.
PE Investment and Concession
:
Private equity investment; concession
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 5,772 32,027 26,255 455
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,066,647 967,177 (99,470 ) (9 )
Segment profits increased 455% to Y32,027 million compared to the same period
of the previous fiscal year due to anincrease in gains on sales of
subsidiaries and equity method investments resulting from the sale of certain
investees.
Segment assets decreased 9% toY967,177 million compared to the end of the
previous fiscal year due to a decrease in cash and cash equivalents and a
decrease in investment in securities.
Environment and Energy
:
Domestic and overseas renewable energy; electric power retailing; ESCO
services; sales of solar panels; recyclingand waste management
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 4,982 (482 ) (5,464 ) --
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 976,434 1,015,383 38,949 4
Segment profits decreased by Y5,464 million to losses of Y482 million compared
to the same period of theprevious fiscal year due to an increase in services
expense and a decrease in equity in net income (loss) of equity method
investments.
Segment assetsincreased 4% to Y1,015,383 million compared to the end of the
previous fiscal year, primarily due to foreign exchange effects.
Insurance
:
Life insurance
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 19,423 21,944 2,521 13
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Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 2,921,927 2,884,353 (37,574 ) (1 )
Segment profits increased 13% to Y21,944 million compared to the same period
of the previous fiscal year due to adecrease in life insurance costs.
Segment assets decreased 1% to Y2,884,353 million compared to the end of the
previous fiscal year due to adecrease in trade notes, accounts and other
receivable and a decrease in cash and cash equivalents.
Banking and Credit
:
Banking;consumer finance
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 8,356 6,398 (1,958 ) (23 )
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 2,934,217 2,876,149 (58,068 ) (2 )
Segment profits decreased 23% to Y6,398 million compared to the same period of
the previous fiscal year due to adecrease in finance revenues as a result of
the partial sale of shares of ORIX Credit Corporation to an equity method
investee in the three months ended March 31, 2024.
Segment assets decreased 2% to Y2,876,149 million compared to the end of the
previous fiscal year due to a decrease in installment loans.
Aircraft and Ships
:
Aircraft investment and management; ship-related finance and investment
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 7,617 11,764 4,147 54
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,169,641 1,304,929 135,288 12
Segment profits increased 54% to Y11,764 million compared to the same period
of the previous fiscal year due to anincrease in operating leases.
Segment assets increased 12% to Y1,304,929 million compared to the end of the
previous fiscal year due to anincrease in investment in operating leases and
foreign exchange effects.
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ORIX USA
:
Finance, investment and asset management in the Americas
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 12,212 11,835 (377 ) (3 )
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,694,484 1,767,645 73,161 4
Segment profits decreased 3% to Y11,835 million compared to the same period of
the previous fiscal year due to anincrease in selling, general and
administrative expenses and a decrease in gains on investment securities and
dividends and a decrease in equity in net income (loss) of equity method
investments, despite an increase in gains on sales of subsidiariesand equity
method investments.
Segment assets increased 4% to Y1,767,645 million compared to the end of the
previous fiscal year, primarily dueto foreign exchange effects.
ORIX Europe
:
Asset management of global equity and fixed income
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 7,134 11,154 4,020 56
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 662,139 702,894 40,755 6
Segment profits increased 56% to Y11,154 million compared to the same period
of the previous fiscal year due to anincrease in services income.
Segment assets increased 6% to Y702,894 million compared to the end of the
previous fiscal year, primarily due toforeign exchange effects.
Asia and Australia
:
Finance and investment businesses in Asia and Australia
Change
Three months Three months Amount Percent
ended ended (millions of yen) (%)
June 30, 2023 June 30, 2024
(millions of yen) (millions of yen)
Segment Profits 10,918 8,883 (2,035 ) (19 )
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024 (millions of yen) (%)
(millions of yen) (millions of yen)
Segment Assets 1,709,233 1,802,887 93,654 5
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Segment profits decreased 19% to Y8,883 million compared to the same period of
the previous fiscalyear due to an increase in selling, general and
administrative expenses and a decrease in equity in net income (loss) of
equity method investments, despite an increase in operating leases.
Segment assets increased 5% to Y1,802,887 million compared to the end of the
previous fiscal year, primarily due to foreign exchange effects.
(2) Consolidated Financial Condition
Summary ofAssets, Liabilities, Shareholders' Equity
Change
As of As of Amount Percent
March 31, 2024 June 30, 2024
Total Assets (millions of yen) 16,322,100 16,502,363 180,263 1 %
(Segment Assets) *1 16,022,129 16,198,707 176,578 1 %
Total Liabilities (millions of yen) 12,297,490 12,343,084 45,594 0 %
(Short-term and Long-term Debt) 6,200,471 6,385,583 185,112 3 %
(Deposits) 2,245,835 2,192,251 (53,584 ) (2 )%
Shareholders' Equity *2 (millions of yen) 3,941,466 4,073,643 132,177 3 %
Shareholders' Equity Per Share *3 (yen) 3,422.94 3,547.40 124.46 4 %
*Note 1: Since April 1, 2024, the scope of segment assets was changed to include cash and cash equivalents, trade notes, accounts
and other receivable. As a result, segment data for the previous fiscal year have been retrospectivelyreclassified.
*Note 2: "Shareholders' Equity" refers to "Total ORIX
Corporation Shareholders' Equity" based on U.S. GAAP.
*Note 3: "Shareholders' Equity" Per Share is calculated using
total ORIX Corporation "Shareholders' Equity."
Total assets increased 1% to Y16,502,363 million compared to the end of the
previous fiscal year due to increases ininvestment in operating leases, equity
method investments and net investment in leases despite decreases in
installment loans and cash and cash equivalents. In addition, segment assets
increased 1% to Y16,198,707 million compared to the endof the previous fiscal
year.
Total liabilities remained relatively flat at Y12,343,084 million compared to
the end of the previous fiscal yeardue to increases in short- and long-term
debt despite decreases in deposits, policy liabilities and policy account
balances and trade notes, accounts and other payable.
Shareholders' equity increased 3% to Y4,073,643 million compared to the end of
the previous fiscal year.
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2. Financial Information
Our condensed interim consolidated financial statements, which is comprised of
our condensed interim consolidated balance sheets, our condensed interimconsolid
ated statements of income and comprehensive income and notes to our condensed
interim consolidated financial statements, have been prepared in accordance
with Article 5, Paragraph 4 of the Standards for the Preparation of Quarterly
FinancialStatements of the Tokyo Stock Exchange Inc., or the Standards, and
U.S. GAAP, applying the provisions for reduced disclosures as set forth in
Article 5, Paragraph 5 of the Standards. Accordingly, our condensed interim
consolidated financialstatements are not a complete set of condensed financial
statements in accordance with U.S. GAAP.
(1) Condensed Consolidated Balance Sheets(Unaudited)
As of As of
March 31, 2024 June 30, 2024
(millions of yen)
Assets
Cash and Cash Equivalents 1,032,810 992,751
Restricted Cash 152,497 163,934
Net Investment in Leases 1,155,023 1,187,951
Installment Loans 3,958,814 3,893,468
The amounts which are measured at fair value by electing the fair value option are asfollows:
March 31, 2024 Y129,959 million
June 30, 2024 Y127,444 million
Allowance for Credit Losses (58,110 ) (57,890 )
Investment in Operating Leases 1,868,574 2,032,699
Investment in Securities 3,263,079 3,248,011
The amounts which are measured at fair value by electing the fair value option are asfollows:
March 31, 2024 Y35,696 million
June 30, 2024 Y41,976 million
The amounts which are associated to
available-for-sale
debt securities are as follows:
March 31, 2024
Amortized Cost Y3,015,940 million
Allowance for Credit Losses Y(634) million
June 30, 2024
Amortized Cost Y3,087,710 million
Allowance for Credit Losses Y(535) million
Property under Facility Operations 689,573 692,416
Equity method investments 1,313,887 1,385,876
Trade Notes, Accounts and Other Receivable 401,368 382,039
Inventories 227,359 217,408
Office Facilities 248,458 258,345
Other Assets 2,068,768 2,105,355
The amounts which are measured at fair value by electing the fair value option are asfollows:
March 31, 2024 Y2,786 million
June 30, 2024 Y2,495 million
Total Assets 16,322,100 16,502,363
Liabilities and Equity
Short-term Debt 574,095 642,066
Deposits 2,245,835 2,192,251
Trade Notes, Accounts and Other Payable 362,504 323,106
Policy Liabilities and Policy Account Balances 1,892,510 1,840,773
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As of As of
March 31, 2024 June 30, 2024
(millions of yen)
The amounts which are measured at fair value by electing the fair value option are asfollows:
March 31, 2024 Y167,207 million
June 30, 2024 Y163,067 million
Current and Deferred Income Taxes 570,724 544,005
Long-term Debt 5,626,376 5,743,517
Other Liabilities 1,025,446 1,057,366
Total Liabilities 12,297,490 12,343,084
Redeemable Noncontrolling Interests 2,645 2,985
Commitments and Contingent Liabilities
Common Stock 221,111 221,111
Additional 233,457 233,753
Paid-in
Capital
Retained Earnings 3,259,730 3,281,903
Accumulated Other Comprehensive Income 357,148 477,528
Treasury Stock, at Cost (129,980 ) (140,652 )
Total ORIX Corporation Shareholders' Equity 3,941,466 4,073,643
Noncontrolling Interests 80,499 82,651
Total Equity 4,021,965 4,156,294
Total Liabilities and Equity 16,322,100 16,502,363
Note:
Breakdown of Accumulated Other Comprehensive Income
As of As of
March 31, 2024 June 30, 2024
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities (250,806 ) (330,896 )
Impact of changes in policy liability discount rate 257,785 334,424
Debt valuation adjustments 84 526
Defined benefit pension plans 9,670 9,716
Foreign currency translation adjustments 324,208 447,415
Net unrealized gains on derivative instruments 16,207 16,343
Total 357,148 477,528
(2) Condensed Consolidated Statements of Income (Unaudited)
Three months Three months
ended ended
June 30, 2023 June 30, 2024
(millions of yen)
Revenues:
Finance revenues 85,405 83,007
Gains on investment securities and dividends 7,778 3,287
Operating leases 122,000 141,786
Life insurance premiums and related investment income 152,518 144,409
Sales of goods and real estate 91,660 100,917
Services income 217,437 234,733
Total Revenues 676,798 708,139
Expenses:
Interest expense 43,081 45,006
Costs of operating leases 85,625 93,381
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Three months Three months
ended ended
June 30, 2023 June 30, 2024
(millions of yen)
Life insurance costs 119,720 110,112
Costs of goods and real estate sold 64,827 72,768
Services expense 127,127 136,860
Other (income) and expense 3,534 4,876
Selling, general and administrative expenses 146,786 156,284
Provision for credit losses 2,992 2,498
Write-downs of long-lived assets 86 88
Write-downs of securities 16 0
Total Expenses 593,794 621,873
Operating Income 83,004 86,266
Equity in Net Income of Equity method investments 5,433 7,756
Gains on Sales of Subsidiaries and Equity method investments and Liquidation Losses, net 955 26,147
Income before Income Taxes 89,392 120,169
Provision for Income Taxes 25,235 35,005
Net Income 64,157 85,164
Net Income (Loss) Attributable to the Noncontrolling Interests 1,177 (1,652 )
Net Income Attributable to the Redeemable Noncontrolling Interests 14 81
Net Income Attributable to ORIX Corporation Shareholders 62,966 86,735
Note: The presentation of equity method investment has been changed since
the fourth quarter of fiscal 2024. As a result, certain line items
presented in our consolidated statements of income for the first quarter
of fiscal 2024 havebeen retrospectively reclassified for this change.
(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Three months Three months
ended ended
June 30, 2023 June 30, 2024
(millions of yen)
Net Income: 64,157 85,164
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities (1,150 ) (80,105 )
Impact of changes in policy liability discount rate 4,519 76,639
Net change of debt valuation adjustments (44 ) 442
Net change of defined benefit pension plans 147 46
Net change of foreign currency translation adjustments 99,318 126,833
Net change of unrealized gains (losses) on derivative instruments (1,986 ) 270
Total other comprehensive income 100,804 124,125
Comprehensive Income 164,961 209,289
Comprehensive Income Attributable to the Noncontrolling Interests 4,936 1,935
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests 112 239
Comprehensive Income Attributable to ORIX Corporation Shareholders 159,913 207,115
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(4) Assumptions for Going Concern
There is no corresponding item.
(5) Significant Changes inShareholders' Equity
There is no corresponding item.
(6) Changes in Accounting Policies
(Adoption of NewAccounting Standards)
In March 2023, Accounting Standards Update
2023-02
("Accounting for Investments inTax Credit Structures Using the Proportional
Amortization Method") was issued as the amendments to ASC 323 ("Investments--Equ
ity Method and Joint Ventures"). This update expands the investments eligible
to elect to applythe proportional amortization method to tax equity
investments in similar tax credit programs other than the
low-income
housing tax credit (LIHTC). This update is effective for fiscal years
beginning afterDecember 15, 2023, including interim periods within those
fiscal years. Early adoption is permitted. The Company and its subsidiaries
adopted this update on April 1, 2024 on a modified retrospective transition
method, resulting in acumulative-effect adjustment to retained earnings as of
the fiscal year of adoption. The effects of adopting this update on the
Company and its subsidiaries' financial position at the adoption date were a
decrease of Y157 million inother assets and a decrease of Y157 million in
retained earnings in the consolidated balance sheets.
(7) Segment Information (Unaudited)
The financial information about the operating segments reported below is that
which is available for each segment and evaluatedregularly by the chief
operating decision maker in charge of resource allocation and performance
assessment.
An overview of theoperations for each of the ten operating segments follows
below.
Corporate Financial Services and Finance and fee business; leasing and rental of
Maintenance Leasing: automobiles, electronic measuring instruments and
ICT-related
equipment
Real Estate: Real estate development, rental and management;
facility operations; real estate asset management
PE Investment and Concession: Private equity investment and concession
Environment and Energy: Domestic and overseas renewable energy; electric power retailing;
ESCO services; sales of solar panels; recycling and waste management
Insurance: Life insurance
Banking and Credit: Banking and consumer finance
Aircraft and Ships: Aircraft investment and management;
ship-related finance and investment
ORIX USA: Finance, investment and asset
management in the Americas
ORIX Europe: Asset management of global
equity and fixed income
Asia and Australia: Finance and investment
businesses in Asia and Australia
The accounting policies of the segments are almost the same as accounting
policies for quarterly condensedconsolidated financial statements except for
the treatment of income tax expenses, net income attributable to noncontrolling
interests, and net income attributable to redeemable noncontrolling interests.
The chief operating
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decision maker evaluates the performance of the segments based on the amount
equivalent to income before income taxes, net income attributable to
noncontrolling interests and net incomeattributable to redeemable
noncontrolling interests before the applicable tax effects. Income taxes are
not included in segment profits or losses because management evaluates
segments' performance on a
pre-tax
basis. Most of selling, general and administrative expenses, including
compensation costs that are directly related to the revenue generating
activities of each segment and excluding the expenses thatshould be borne by
ORIX Group as a whole, have been accumulated by and charged to each segment.
Gains and losses that management does not consider for evaluating the
performance of the segments, such as certain interest expenses and write-downs
ofcertain long-lived assets and certain foreign exchange gains or losses
(included in other (income) and expense) are excluded from the segment profits
or losses, and are regarded as corporate items.
Assets attributed to each segment are total assets except for certain cash and
head office assets.
The presentation of equity method investment has been changed since the fourth
quarter of fiscal 2024. As a result, segment data for the firstquarter of
fiscal 2024 have been retrospectively reclassified.
Since April 1, 2024, the interest expense allocation method for eachsegment
was changed to include a part of interest expenses in reconciliation of
segment profits to consolidated financial statement (corporate profits
(losses)). As a result, segment data for the first quarter of fiscal 2024 have
beenretrospectively reclassified.
Since April 1, 2024, the scope of segment assets was changed to include cash
and cash equivalents,trade notes, accounts and other receivable. As a result,
segment data for the previous fiscal year have been retrospectively
reclassified.
Financialinformation of the segments for the three months ended June 30, 2023
and three months ended June 30, 2024 is as follows:
Three months ended June 30, 2023
Corporate Real PE Environment Insurance Banking Aircraft
Financial Estate Investment and and and
Services and Energy Credit Ships
and Concession
Maintenance
Leasing
(millions of yen)
Finance 16,437 1,636 315 365 74 19,482 1,971
revenues
Gains on investment 1,319 393 114 (8 ) 0 214 (47 )
securities and dividends
Operating 64,860 8,583 9,926 20 0 0 9,341
leases
Life insurance premiums and 0 0 0 0 153,044 0 0
related investment income
Sales of goods 1,200 32,769 55,413 805 0 0 35
and real estate
Services 25,830 63,000 20,679 35,934 663 1,502 1,487
income
Total Segment 109,646 106,381 86,447 37,116 153,781 21,198 12,787
Revenues
Interest 1,334 686 843 2,086 0 1,265 2,041
expense
Costs of 46,995 6,321 6,666 5 0 0 3,918
operating leases
Life insurance 0 0 0 0 119,718 0 0
costs
Costs of goods and 964 23,257 39,261 457 0 0 36
real estate sold
Services 14,353 55,529 14,614 23,439 0 1,853 133
expense
Other (income) 4,113 270 (307 ) 217 (2 ) (172 ) (610 )
and expense
Selling, general and 22,329 10,239 18,433 4,495 14,641 7,763 2,506
administrative expenses
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Table of Contents
Three months ended June 30, 2023
Corporate Real PE Environment Insurance Banking Aircraft
Financial Estate Investment and and and
Services and Energy Credit Ships
and Concession
Maintenance
Leasing
(millions of yen)
Provision for credit 29 74 13 (1 ) 0 2,078 (0 )
losses, and write-downs
of long-lived assets
and securities
Total 90,117 96,376 79,523 30,698 134,357 12,787 8,024
S
egment
Expenses
Equity in Net 896 271 (1,152 ) (1,436 ) (1 ) (55 ) 2,854
income (Loss) of
equity method
investments and others
Segment 20,425 10,276 5,772 4,982 19,423 8,356 7,617
Profits
Depreciation 37,654 4,550 6,689 6,656 1,988 341 4,026
and
amortization
Increase (Decrease) 0 0 0 0 55,635 0 0
in policy
liabilities and policy
account balances
Expenditures 42,775 14,356 5,312 16,535 0 0 58,056
for
long-lived
assets
Three months ended June 30, 2023
ORIX USA ORIX Asia and Total
Europe Australia
(millions of yen)
Finance 28,715 457 16,501 85,953
revenues
Gains on investment 2,596 2,259 565 7,405
securities and dividends
Operating 94 0 28,193 121,017
leases
Life insurance premiums and 0 0 0 153,044
related investment income
Sales of goods 34 0 143 90,399
and real estate
Services 11,523 48,996 5,694 215,308
income
Total Segment 42,962 51,712 51,096 673,126
Revenues
Interest 12,131 70 7,475 27,931
expense
Costs of 47 0 20,840 84,792
operating leases
Life insurance 0 0 0 119,718
costs
Costs of goods and 47 0 136 64,158
real estate sold
Services 626 12,573 3,473 126,593
expense
Other (income) (711 ) 778 (423 ) 3,153
and expense
Selling, general and 20,624 30,916 9,529 141,475
administrative expenses
Provision for credit losses, and write-downs (316 ) 0 1,216 3,093
of long-lived assets and securities
Total Segment 32,448 44,337 42,246 570,913
Expenses
Equity in Net income (Loss) of 1,698 (241 ) 2,068 4,902
equity method investments and others
Segment 12,212 7,134 10,918 107,115
Profits
Depreciation and 895 1,646 20,133 84,578
amortization
Increase (Decrease) in policy 0 0 0 55,635
liabilities and policy account balances
Expenditures for 0 0 43,558 180,592
long-lived assets
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Table of Contents
Three months ended June 30, 2024
Corporate Real PE Environment Insurance Banking Aircraft
Financial Estate Investment and and and
Services and Energy Credit Ships
and Concession
Maintenance
Leasing
(millions of yen)
Finance 15,219 1,263 2,966 294 84 14,129 1,807
revenues
Gains on 1,277 143 331 (10 ) 0 131 8
investment
securities and
dividends
Operating 68,382 13,551 10,343 20 0 0 14,695
leases
Life insurance 0 0 0 0 144,946 0 0
premiums and
related
investment income
Sales of 881 33,275 64,185 701 0 0 59
goods
and real
estate
Services 26,698 69,111 16,121 37,593 (1 ) 638 2,383
income
Total 112,457 117,343 93,946 38,598 145,029 14,898 18,952
Segment
Revenues
Interest 1,572 575 817 3,113 28 1,310 3,345
expense
Costs 48,810 6,087 6,544 5 0 0 6,180
of
operating
leases
Life 0 0 0 0 109,328 0 0
insurance
costs
Costs of 725 25,939 44,658 389 0 0 59
goods and
real estate
sold
Services 14,733 59,750 11,169 27,155 0 2,385 480
expense
Other 4,294 266 (114 ) 175 (33 ) (86 ) (102 )
(income)
and
expense
Selling, 22,790 10,853 21,015 5,205 13,761 5,355 2,516
general and
administrative
expenses
Provision for credit 176 (28 ) 39 22 1 119 (0 )
losses, and write-downs
of long-lived assets
and securities
Total 93,100 103,442 84,128 36,064 123,085 9,083 12,478
Segment
Expenses
Equity in Net 440 53 22,209 (3,016 ) (0 ) 583 5,290
income (Loss) of
equity method
investments and others
Segment 19,797 13,954 32,027 (482 ) 21,944 6,398 11,764
Profits
Depreciation 38,793 4,741 6,574 8,018 2,339 193 5,385
and
amortization
Increase (Decrease) 0 0 0 0 (51,737 ) 0 0
in policy
liabilities and policy
account balances
Expenditures 47,087 24,905 4,406 8,834 0 0 82,218
for
long-lived
assets
Three months ended June 30, 2024
ORIX USA ORIX Europe Asia and Total
Australia
(millions of yen)
Finance revenues 27,504 801 19,212 83,279
Gains on investment securities and dividends 153 1,164 116 3,313
Operating leases 139 0 33,373 140,503
Life insurance premiums and related investment income 0 0 0 144,946
Sales of goods and real estate 172 0 217 99,490
Services income 11,619 62,137 6,682 232,981
Total Segment Revenues 39,587 64,102 59,600 704,512
Interest expense 11,684 193 10,746 33,383
Costs of operating leases 273 0 24,544 92,443
Life insurance costs 0 0 0 109,328
Costs of goods and real estate sold 92 0 197 72,059
Services expense 541 16,255 4,138 136,606
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Three months ended June 30, 2024
ORIX USA ORIX Asia and Total
Europe Australia
(millions of yen)
Other (income) (889 ) 2,954 (379 ) 6,086
and expense
Selling, general and 23,471 34,239 10,974 150,179
administrative expenses
Provision for credit losses, and write-downs 306 0 1,950 2,585
of long-lived assets and securities
Total Segment 35,478 53,641 52,170 602,669
Expenses
Equity in Net income (Loss) of 7,726 693 1,453 35,431
equity method investments and others
Segment 11,835 11,154 8,883 137,274
Profits
Depreciation and 908 1,690 23,915 92,556
amortization
Increase (Decrease) in policy 0 0 0 (51,737 )
liabilities and policy account balances
Expenditures for 225 0 41,939 209,614
long-lived assets
Segment assets information as of March 31, 2024 and June 30, 2024 is as follows:
As of March 31, 2024
Corporate Real PE Environment Insurance Banking Aircraft
Financial Estate Investment and and and
Services and Energy Credit Ships
and Concession
Maintenance
Leasing
(millions of yen)
Net investment 567,735 51,978 1,238 3,104 0 0 0
in leases
Installment 346,840 52 115,629 2,255 11,792 2,378,183 60,468
loans
Investment in 535,655 278,191 56,286 250 26,876 0 557,867
operating leases
Investment in 36,683 4,036 36,729 571 2,236,495 311,237 11,960
securities
Property under facility 17,404 165,387 41,416 453,252 0 0 0
operations and servicing assets
Inventories 928 174,990 47,553 2,463 0 0 733
Advances for finance lease 3,400 114,649 5 0 0 0 9,232
and operating lease
Equity method 14,984 143,751 118,310 219,018 29,742 43,601 399,061
investments
Advances for property 0 8,183 4,466 44,962 0 0 0
under facility operations
Goodwill, intangible assets 28,693 52,898 351,202 121,174 4,452 0 19,114
acquired in business combinations
Other 224,998 115,972 293,813 129,385 612,570 201,196 111,206
assets
Segment 1,777,320 1,110,087 1,066,647 976,434 2,921,927 2,934,217 1,169,641
Assets
Long-lived 516,852 565,868 95,769 498,461 26,590 0 565,846
assets
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As of March 31, 2024
ORIX USA ORIX Europe Asia and Total
Australia
(millions of yen)
Net investment in leases 505 0 530,426 1,154,986
Installment loans 699,384 0 343,936 3,958,539
Investment in operating leases 9,858 0 395,573 1,860,556
Investment in securities 509,172 82,568 33,520 3,262,971
Property under facility operations and servicing assets 79,747 0 1,849 759,055
Inventories 159 0 224 227,050
Advances for finance lease and operating lease 0 0 3,017 130,303
Equity method investments 61,415 11,907 271,682 1,313,471
Advances for property under facility operations 0 0 0 57,611
Goodwill, intangible assets acquired in business combinations 176,785 364,773 7,313 1,126,404
Other assets 157,459 202,891 121,693 2,171,183
Segment Assets 1,694,484 662,139 1,709,233 16,022,129
Long-lived assets 9,841 0 384,477 2,663,704
As of June 30, 2024
Corporate Real PE Environment Insurance Banking Aircraft
Financial Estate Investment and and and
Services and Energy Credit Ships
and Concession
Maintenance
Leasing
(millions of yen)
Net investment 563,901 50,558 1,186 2,835 0 0 0
in leases
Installment 347,392 47 117,472 2,407 11,954 2,306,184 55,491
loans
Investment in 537,315 317,510 57,483 245 26,865 0 652,979
operating leases
Investment in 30,044 1,750 6,982 590 2,231,121 312,328 12,418
securities
Property under facility 17,485 163,274 32,820 466,742 0 0 0
operations and servicing assets
Inventories 1,066 171,235 39,147 4,154 0 0 862
Advances for finance lease 3,347 80,784 9 0 0 0 11,982
and operating lease
Equity method 14,740 147,873 122,029 229,649 31,676 44,360 428,566
investments
Advances for property 0 9,810 71 44,179 0 0 0
under facility operations
Goodwill, intangible assets 28,497 52,374 339,591 124,183 4,452 0 22,339
acquired in business combinations
Other 235,151 103,137 250,387 140,399 578,285 213,277 120,292
assets
Segment 1,778,938 1,098,352 967,177 1,015,383 2,884,353 2,876,149 1,304,929
Assets
Long-lived 518,912 570,566 84,178 511,164 26,445 0 662,530
assets
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As of June 30, 2024
ORIX USA ORIX Asia and Total
Europe Australia
(millions of yen)
Net investment in leases 525 0 568,904 1,187,909
Installment loans 699,812 0 352,699 3,893,458
Investment in operating leases 10,657 0 420,833 2,023,887
Investment in securities 524,939 92,172 35,564 3,247,908
Property under facility operations and servicing assets 83,972 0 1,940 766,233
Inventories 206 0 306 216,976
Advances for finance lease and operating lease 0 0 3,512 99,634
Equity method investments 66,470 12,940 287,156 1,385,459
Advances for property under facility operations 0 0 0 54,060
Goodwill, intangible assets acquired in business combinations 187,495 381,708 7,749 1,148,388
Other assets 193,569 216,074 124,224 2,174,795
Segment Assets 1,767,645 702,894 1,802,887 16,198,707
Long-lived assets 10,666 0 408,508 2,792,969
The reconciliation of segment totals to condensed consolidated financial
statement amounts is as follows:
Three months Three months
ended ended
June 30, 2023 June 30, 2024
(millions of yen)
Segment
revenues:
Total revenues 673,126 704,512
for segments
Revenues related to 16,895 17,455
corporate assets
Revenues from inter-segment (13,223 ) (13,828 )
transactions
Total consolidated 676,798 708,139
revenues
Segment
profits:
Total profits 107,115 137,274
for segments
Corporate profits (19,196 ) (15,557 )
(losses)
Net income attributable to the noncontrolling interests and net 1,473 (1,548 )
income attributable to theredeemable noncontrolling interests
Total consolidated income 89,392 120,169
before income taxes
(8) Cash flow information (Unaudited)
ORIX Group does not prepare the consolidated statements of cash flows for the
three months ended June 30, 2024. Depreciation and amortization for thethree
months ended June 30, 2023 and 2024 were Y85,396 million and Y93,907 million,
respectively.
(9) Subsequent Events
There are no material subsequent events.
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ORIX CORPORATION
SENIOR DEBT SECURITIES
By thisprospectus, ORIX Corporation, or ORIX, may offer and sell senior debt
securities from time to time in one or more offerings at prices and on terms
to be determined at or prior to the time of the applicable offering.
This prospectus provides you with a general description of the senior debt
securities ORIX may offer and the manner in which they will beoffered and sold.
Each time securities are sold using this prospectus, ORIX will provide a
supplement to this prospectus that containsspecific terms of the securities
and describes the specific manner in which the securities will be offered and
sold. The supplement may also add, update or change information contained in
this prospectus. Before you invest in any of thesesecurities, you should
carefully read this prospectus and any applicable supplement, including
documents incorporated by reference herein or therein.
The securities will be offered through underwriters, dealers or agents or
directly to investors. The supplements to this prospectus willprovide the
specific terms of the plan of distribution.
The applicable prospectus supplement will contain information, where
applicable,as to any listing on any securities exchange of the securities
covered by the prospectus supplement.
Investing in the securitiesinvolves risk. See "Item 3. Key Information--Risk
Factors" in ORIX's most recent annual report on
Form 20-F
filed with the U.S. Securities and Exchange Commission and anyadditional risk
factors included in the documents incorporated by reference into this
prospectus and in any applicable prospectus supplement under the heading "Risk
Factors."
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state
securities commission has approved or disapproved of thesesecurities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of thisprospectus is July 7, 2023.
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TABLE OF CONTENTS
About this Prospectus 1
Cautionary Note Regarding Forward-Looking Statements 3
ORIX Corporation 3
Offering Information 4
Capitalization and Indebtedness 5
Use of Proceeds 6
Description of Senior Debt Securities 7
Clearance and Settlement 15
Taxation 18
Certain Benefit Plan Investor Considerations 18
Plan of Distribution 20
Experts 22
Legal Matters 22
Enforcement of Civil Liabilities 22
Where You Can Find More Information 23
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form
F-3
that we filed with the SEC utilizing a"shelf" registration process. Under this
shelf registration process, we may, from time to time, sell the securities
described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities
which we may offer. Each time we sell securities, we will provide aprospectus
supplement that will contain specific information about the terms of the
securities and the offering. The prospectus supplement may also add, update or
change information contained in this prospectus. The prospectus supplement
willsupersede this prospectus to the extent it contains information that is
different from, or conflicts with, the information contained in this
prospectus. You should read this prospectus, any applicable prospectus
supplement and any related freewriting prospectus that we authorize to be
delivered to you together with additional information described under the
heading "Where You Can Find More Information" beginning on page 23 of this
prospectus before purchasing any of oursecurities.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT
IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither we, nor any agent, underwriter or dealer has authorized any person to
provide you with any information other than thatcontained or incorporated by
reference in this prospectus or in any applicable prospectus supplement or
free writing prospectus prepared by or on behalf of us or to which we have
referred you. "Incorporated by reference" means that we candisclose important
information to you by referring you to another document filed separately with
the SEC. We and any agent, underwriter or dealer are not responsible for, and
can provide no assurance as to the accuracy or reliability of, any
otherinformation that any other person may give you. Neither we, nor any
agent, underwriter or dealer are making, nor will make, an offer to sell
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that theinformation appearing in this prospectus or in any
applicable prospectus supplement or free writing prospectus prepared by or on
behalf of us or to which we have referred you, including any information
incorporated by reference herein or therein, isaccurate only as of each of
their respective dates, even though this prospectus, any applicable prospectus
supplement or any related free writing prospectus is delivered, or securities
are sold, on a later date. Our business, financial condition,results of
operations and prospects may have changed since those respective dates.
Unless the context otherwise requires, references inthis prospectus and any
supplement to this prospectus to "ORIX" refer to ORIX Corporation, and to
"we," "us," "our" and similar terms refer to ORIX Corporation and its
subsidiaries, taken as a whole. We usethe word "you" to refer to prospective
investors in the securities.
This prospectus and the information incorporated herein byreference contains
summaries of certain provisions contained in some of the documents described
herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the
actualdocuments. Copies of some of the documents referred to herein have been
filed, will be filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you may obtain
copies of thosedocuments as described below under the heading "Where You Can
Find More Information."
Our consolidated financial statementshave been prepared in accordance with
accounting principles generally accepted in the United States of America, or
U.S. GAAP. Unless otherwise stated or the context otherwise requires, all
amounts in such financial statements are expressed inJapanese yen.
In this prospectus and any prospectus supplement, when we refer to "dollars,"
"US$" and "$,"we mean U.S. dollars, and, when we refer to "yen" and "Y," we
mean Japanese yen. This prospectus contains a translation of certain Japanese
yen amounts into U.S. dollars solely for your convenience.
1
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Certain monetary amounts, ratios and percentage data included in this
prospectus have beensubject to rounding adjustments for the convenience of the
reader. Accordingly, figures shown as totals in certain tables may not be
equal to the arithmetic sums of the figures which precede them.
Our head office is located at World Trade Center Building, SOUTH TOWER,
2-4-1
Hamamatsu-cho,
Minato-ku,
Tokyo 105-5135,
Japan and the telephone number is
+81-3-3435-3000.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We may from time to time make written or oral statements that constitute
"forward-looking statements" within the meaning ofSection 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. Written
forward-looking statements may appear in documents filed withthe SEC,
including this prospectus and any prospectus supplement, documents
incorporated by reference, reports to shareholders and other communications.
The U.S. Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking information to encouragecompanies to provide
prospective information about themselves without fear of litigation so long as
the information is identified as forward looking and is accompanied by
meaningful cautionary statements identifying important factors that couldcause
actual results to differ materially from those projected in the information.
We rely on this safe harbor in making forward-looking statements.
Words such as "believe," "will," "should," "expect," "intend," "anticipate,""est
imate," "hope," "may," "plan," "predict," "probability," "risk," "would," and
similar expressions, among others, identify forward-looking statements.
Thesestatements reflect our current views with respect to future events and
are subject to risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize or should underlying assumptions
prove incorrect, actualresults may vary materially from those which are
anticipated, aimed at, believed, estimated, expected, intended or planned.
Forward-looking statements, which include statements contained in "Item 3. Key
Information--Risk Factors,""Item 5. Operating and Financial Review and
Prospects" and "Item 11. Quantitative and Qualitative Disclosure about Market
Risk" and elsewhere in our most recent annual report on
Form 20-F,
are inherently subject to a variety of risks and uncertainties that could
cause actual results to differ materially from those set forth in such
statements.
We have identified some of the risks inherent in forward-looking statements in
"Item 3. Key Information--Risk Factors" ofour most recent annual report on
Form 20-F.
Other factors could also adversely affect our results or the accuracy of
forward-looking statements in this prospectus, and you should not consider the
factorsdiscussed here or in "Item 3. Key Information--Risk Factors" of our
most recent annual report on
Form 20-F
to be a complete set of all potential risks or uncertainties.
The forward-looking statements included or incorporated by reference in this
prospectus are made only as of the dates on which such statementswere made. We
expressly disclaim any obligation or undertaking to release any update or
revision to any forward-looking statement contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions orcircumstances on which any statement is based.
ORIX CORPORATION
ORIX Corporation is a joint stock corporation (
kabushiki kaisha
) formed under Japanese law. We were founded as a Japanese corporationin 1964
in Osaka, Japan as Orient Leasing Co., Ltd., a specialist in equipment
leasing. We have grown over the succeeding decades to become one of Japan's
leading financial services companies, providing a broad range of commercial
and consumerfinance products and services to Japanese and overseas customers.
For further information, see "Item 4. Information on theCompany" of our most
recent annual report on
Form 20-F.
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OFFERING INFORMATION
We may sell an indeterminate amount of senior debt securities from time to
time through negotiated transactions with underwriters or withother persons,
through a combination of such methods of sale or otherwise, including private
sales. See "Plan of Distribution." We may sell senior debt securities at
varying prices determined at the time of sale or at negotiated or fixedprices,
in each case as determined by agreement between us and underwriters, brokers,
dealers or agents, or purchasers.
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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our consolidated capitalization and
indebtedness at March 31, 2023. You should read this table togetherwith our
consolidated financial statements, including the notes thereto, and the other
financial data appearing elsewhere, or incorporated by reference, in this
prospectus.
As of March 31, 2023
(In millions of yen)
Indebtedness
:
Total short-term debt (excluding current portion of long-term debt) Y 508,796
Total long-term debt 5,209,723
Total indebtedness 5,718,519
Equity
:
Common stock: 221,111
authorized - 2,590,000,000 shares
issued - 1,234,849,342shares
Additional 233,169
paid-in
capital
Retained earnings 3,031,942
Accumulated other comprehensive income (loss) (8,381 )
Treasury stock, at cost - 64,543,473 shares as of March 31, 2023 (121,256 )
ORIX Corporation Shareholders' Equity 3,356,585
Noncontrolling interests 70,715
Total equity 3,427,300
Total capitalization and indebtedness Y 9,145,819
(1) For a discussion of secured indebtedness as of March 31, 2023, see Note
14 to the consolidated financialstatements in our annual report on Form
20-F
for the fiscal year ended March 31, 2023.
(2) As of March 31, 2023, no material portion of our consolidated indebtedness was guaranteed.
For the purposeof this note, guaranteed means guarantees provided by third parties.
(3) We and certain subsidiaries guarantee loans made by banks and other financial institutions to third parties.For a discussion
of guarantees by us as of March 31, 2023, see Note 30 to the consolidated financial statements in our annual report on Form
20-F
for the fiscal year ended March 31, 2023.
(4) Since March 31, 2023, and to the date of this prospectus, we have issued Y20
billion total aggregateamount of unsecured senior debt securities in Japan.
(5) Treasury stock includes 2,800,866 shares held through our Board Incentive Plan Trust as of March 31, 2023.
(6) On May 10, 2023, we announced that our board of directors resolved to repurchase shares of
our commonstock. The resolution authorized the repurchase of up to the lesser of (i) an
aggregate of 40,000,000 shares (approximately 3.4% of the total outstanding shares (excluding
treasury shares)) and (ii) up to Y50 billion betweenMay 17, 2023 and March 31, 2024. Between
May 17, 2023 and May 31, 2023, we repurchased 1,701,100 shares of our common stock for a
total value of Y4,060,766,300 and between June 1, 2023 and June 23, 2023, werepurchased
2,471,500 shares of our common stock for a total value of Y6,145,646,250 on the Tokyo Stock
Exchange. See Note 32 to the consolidated financial statements in our annual report on Form
20-F
forthe fiscal year ended March 31, 2023.
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USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net proceeds
from the sale of senior debt securities offered by us will beused for general
corporate purposes.
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DESCRIPTION OF SENIOR DEBT SECURITIES
This prospectus describes certain general terms and provisions of the senior
debt securities that we may offer from time to time in one ormore offerings.
The senior debt securities will be issued under the senior indenture, the form
of which is included as an exhibit to the registration statement of which this
prospectus is a part, or the Indenture, between ORIX and The Bank of NewYork
Mellon, as trustee, or the trustee, in one or more series established from
time to time by or pursuant to a board resolution and set forth in an
officer's certificate or in one or more indentures supplemental thereto. The
specific termsand provisions of a particular series of senior debt securities
being offered and the extent to which the general terms and provisions
described in this prospectus apply to such senior debt securities, will be
described in a supplement to thisprospectus.
The Indenture is qualified under the Trust Indenture Act of 1939, as amended,
or the TIA. The following is a summary ofmaterial provisions of the Indenture.
It does not include all of the provisions of the Indenture or the senior debt
securities. We urge you to read the Indenture (including any applicable
supplement thereto) because it defines your rights. The termsof the senior
debt securities include those stated in the Indenture and those made part of
the Indenture by reference to the TIA. The Indenture is included as an exhibit
to the registration statement of which this prospectus is a part. The form
ofsenior debt security to be offered and any applicable supplemental indenture
will be filed with the SEC on
Form 6-K
as an exhibit to the registration statement of which this prospectus is a part
andincorporated by reference into the registration statement of which this
prospectus is a part or by a post-effective amendment to the registration
statement of which this prospectus is a part.
The Indenture does not limit our ability to enter into a highly leveraged
transaction or provide you with any special protection in the eventof such a
transaction. In addition, the Indenture does not provide special protection in
the event of a sudden and dramatic decline in our credit quality resulting
from a takeover, recapitalization or similar restructuring.
General
We may issue senior debtsecurities from time to time, in one or more series
under a senior indenture between us and The Bank of New York Mellon, which we
refer to as the trustee, dated as of July 18, 2017, as amended or supplemented
from time to time. The senior debtsecurities will be our direct, unsecured and
unsubordinated general obligations and will have the same rank in liquidation
as all of our other unsecured and unsubordinated debt. All senior debt
securities will be issued in fully registered form.
Specific Japanese and U.S. federal income tax consequences and other special
considerations applicable to any series of senior debtsecurities issued by us
will be described in the applicable prospectus supplement. Owners of senior
debt securities or beneficial interests in senior debt securities may have to
provide information relating to their jurisdiction of residency toavoid
Japanese withholding taxes.
Payments
The senior debt securities may be denominated and payable in Japanese yen,
U.S. dollars or other currencies. We may also issue debt securitiesfrom time
to time with the principal amount or interest payable on any relevant payment
date to be determined by reference to one or more currency exchange rates,
securities or baskets of securities, commodity prices or indices. Holders of
thesetypes of debt securities will receive payments of principal or interest
that depend upon the value of the applicable currency, security or basket of
securities, commodity or index on the relevant payment dates.
The senior debt securities may bear interest at a fixed rate, which may be
zero, a floating rate, or a rate which varies during the lifetimeof the debt
security. Senior debt securities bearing no interest or interest at a rate
that at the time of issuance is below the prevailing market rate may be sold
at a discount below their stated principal amount.
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Terms Specified in the Applicable Prospectus Supplement
The applicable prospectus supplement will contain, where applicable, the
following terms of and other information relating to any offeredsenior debt
securities:
. the specific designation;
. the aggregate principal amount, purchase price and denomination;
. the currency in which the senior debt securities are denominated and/or
in which principal, premium, if any,and/or interest, if any, is payable;
. the date of maturity;
. the interest rate or rates or the method by which the calculation agent will determine the interest rate orrates, if any;
. the interest payment dates, if any;
. the place or places for payment of the principal of and any premium and/or interest on the senior debtsecurities;
. any repayment, redemption, prepayment or sinking fund provisions, including any redemption notice provisions;
. whether we will issue the senior debt securities in definitive form and under what terms and conditions;
. any agents for the senior debt securities, including trustees, depositaries,
authenticating or paying agents,transfer agents or registrars;
. whether and under what circumstances we will pay additional amounts on
senior debt securities for any tax,assessment or governmental charge
withheld or deducted and, if so, whether we will have the option to redeem
those senior debt securities rather than pay the additional amounts;
. whether certain payments on the senior debt securities will be guaranteed
under a financial insurance guarantypolicy and the terms of that guaranty;
. any applicable selling restrictions;
. whether we will be able to "reopen" a previous issue of a series of senior
debt securities and issueadditional senior debt securities of that series; and
. any other specific terms of the senior debt securities, including any modifications to or additional
events ofdefault, covenants or modified or eliminated acceleration rights, and any terms required by or
advisable under applicable laws or regulations, including laws and regulations that stipulate requirements
for the senior debt securities to be affordedcertain capital treatment for regulatory or other purposes.
Some of the senior debt securities may be issued asoriginal issue discount
senior debt securities. Original issue discount securities bear no interest or
bear interest at below-market rates and may be sold at a discount below their
stated principal amount. The applicable prospectus supplement willcontain
information relating to any material income tax, accounting, and other special
considerations applicable to original issue discount senior debt securities.
Registration and Transfer of Senior Debt Securities
Holders of senior debt securities may present senior debt securities for
exchange, and holders of registered senior debt securities maypresent these
securities for transfer, in the manner, at the places and subject to the
restrictions stated in the senior debt securities and described in the
applicable prospectus supplement. We will
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provide these services without charge except for any tax or other governmental
charge payable in connection with these services and subject to any
limitations or requirements provided in theIndenture or an applicable
supplemental indenture or order under which that series of senior debt
securities is issued. If any of the securities are held in global form, the
procedures for transfer of interests in those securities will depend uponthe
procedures of the depositary for those global securities.
Authentication and Delivery
Under the Indenture, we may deliver senior debt securities of any series to
the trustee for authentication, and the trustee or its agent shallthen
authenticate and deliver such securities to or upon our written order, signed
by an authorized officer of ours, without any further action by us. In
authenticating the senior debt securities and accepting the additional
responsibilities underthe Indenture the trustee shall be entitled to receive,
and shall be fully protected in relying upon, various documentation from us,
including copies of the resolution of our board of directors authorizing the
issuance of securities, anysupplemental indentures, officer's certificates and
opinions from legal counsel.
Under the Indenture, the trustee also has the rightto decline to authenticate
and deliver any senior debt securities if the trustee, being advised by
counsel, determines that we may not lawfully issue the senior debt securities
or if the trustee in good faith determines that allowing us to issue thesenior
debt securities would expose the trustee to personal liability to our existing
senior debt security holders.
Events of Default under theIndenture
The Indenture provides holders of senior debt securities with remedies if we
fail to perform specific obligations, such asmaking payments on the senior
debt securities, or if we become bankrupt. Holders should review these
provisions and understand which actions trigger an event of default and which
actions do not. The Indenture permits the issuance of senior debtsecurities in
one or more series, and, in many cases, whether an event of default has
occurred is determined on a
series-by-series
basis.
An event of default is defined under the Indenture, with respect to any series
of senior debt securities issued under that Indenture, as anyone or more of
the following events, subject to modification in a supplemental indenture,
each of which we refer to in this prospectus as an event of default, having
occurred and be continuing:
. default is made for more than 15 days in the payment of principal and premium, if any, and
for more than30 days in the payment of interest in respect of such series of the securities;
. we are in default in the performance of any provision of the Indenture for a period of 90 days
after receiptof notice from the trustee, or 25% of the holders of such series, of such default;
. due to our default, we (i) are bound to repay prematurely indebtedness for
borrowed moneys with a totaloutstanding principal amount of $75,000,000 (or its
equivalent in any other currency or currencies) or greater, (ii) have defaulted
in the repayment of any such indebtedness at the later of its maturity or the
expiration of any applicable graceperiod or (iii) have failed to pay when properly
called on to do so any guarantee of any such indebtedness, and in any such case
the acceleration, default or failure to pay is not being contested in good faith
and not cured within 15 daysof such acceleration, default or failure to pay;
. a final and
non-appealable
order is made or an effective resolution ispassed for our winding up or liquidation;
. an encumbrancer shall have taken possession, in bankruptcy, of all or
substantially all of our assets and suchpossession continues for 90 days;
. we shall cease to carry on business or shall be unable to pay our debts as and when they fall due;
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. we become bankrupt, insolvent or become subject to reorganization under any applicable
bankruptcy, civilrehabilitation, reorganization, insolvency or insolvency related law; or
. any other event of default provided in the supplemental indenture under which that series of senior debtsecurities is issued.
Provision and Withholding of Notice of Default.
Pursuant to the Indenture, thetrustee shall give notice by mail to the holders
of any series of senior debt securities of all defaults known to the trustee
which have occurred with respect to such series. The trustee shall transmit
the notice within 90 days after the occurrenceof an event of default, unless
the defaults have been cured before the transmission of such notice. However,
except in the case of default in the payment of principal of or interest on,
or in the payment of any sinking or purchase fund installmentwith respect to
the senior debt securities of any series, the trustee may withhold notice of
default if and so long as the board of directors, the executive committee, or
a trust committee of directors of the trustee determine in good faith that
thewithholding of the notice is in the interests of the holders of such series.
Acceleration of Senior Debt Securities Upon an Event of Default
The Indenture provides that, unless otherwise set forth in a supplemental
indenture:
. if an event of default occurs due to specified events of bankruptcy, insolvency or reorganization, the principalof
all senior debt securities and interest accrued on the senior debt securities to be due and payable immediately; and
. if any other event of default occurs and is continuing, either the trustee (subject to receiving indemnity
and/orsecurity to its satisfaction) or the holders of not less than 25% in aggregate principal amount of the outstanding
senior debt securities of each affected series, voting separately by series, by notice in writing to us may declare
the principal ofand accrued interest on the senior debt securities of such series to be due and payable immediately.
Annulment of Acceleration andWaiver of Defaults
In some circumstances, if any or all of the events leading to acceleration
under the Indenture, other than the
non-payment
of the principal of the securities that has become due as a result of an
acceleration, have been cured, waived or otherwise remedied, then the holders
under such indenture of a majority in aggregateprincipal amount of the
securities of the affected series may annul past declarations of acceleration
or waive past defaults of the senior debt securities with respect to such
series.
Application of Proceeds
Any moneycollected from us by a trustee under the Indenture by acceleration,
through insolvency proceedings or by other means as a result of our breach of
the terms of the Indenture, shall be applied in the order described below:
. first, to the payment of fees, costs and expenses applicable to the series of senior debt securities for
whichmoney was collected, including reasonable compensation to the applicable trustee and any agent and
expenses and costs properly incurred (including any amounts to which the trustee, each predecessor trustee
or any agent are entitled toindemnification by us and fees and properly incurred expenses of its counsel);
. second, if payment is not due on the principal of the series of senior debt securities
for which money wascollected, to the payment of interest on the series in default;
. third, if payment is due on the principal of the series of senior debt securities for which money
was collected,to the payment of the whole amount then owing and unpaid upon all of the senior debt
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securities of such series for principal and interest; and in the case the money collected shall be
insufficient to pay in full the whole amount so due and unpaid upon the senior debt securitiesof
such series, then to the payment of principal and interest without preference or priority of principal
over interest, ratably to the aggregate of such principal and accrued and unpaid interest; and
. finally, to the payment of the remainder, if any, to us or any other person lawfully entitled thereto.
Paying Agents
Whenever we appoint a paying agent to make payments required under the
Indenture and the relevant series of securities, such paying agent willhold
all sums received by it for the payment of the principal and interest on the
securities in trust for the benefit of the holders of the securities and will
make payments to such holders as provided for in the Indenture and the
securities.
Indemnification of Trustee for Actions Taken on Your Behalf
The Indenture provides that the trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith inaccordance with
the direction of the holders of senior debt securities issued under the
Indenture relating to the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power
conferredupon the trustee. In addition, the Indenture contains a provision
entitling the trustee, subject to the duty of the trustee to act with the
required standard of care during a default, to be indemnified and/or secured
to the trustees'satisfaction by the holders of senior debt securities issued
under the Indenture before proceeding to exercise any right or power at the
request of holders. Subject to these provisions and specified other
limitations, the holders of a majority inaggregate principal amount of each
series of outstanding senior debt securities of each affected series, voting
as one class, may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercisingany trust or
power conferred on the trustee.
Limitation on Actions by You as an Individual Holder
The Indenture provides that no individual holder of senior debt securities may
institute any action against us under the Indenture, exceptactions for payment
of overdue principal and interest, unless the following actions have occurred:
. the holder must have previously given written notice to the trustee of the continuing default;
. the holders of not less than 25% in aggregate principal amount of the outstanding
senior debt securities of eachaffected series, treated as one class, must have:
. requested the trustee in writing to institute that action; and
. offered the trustee indemnity and/or security to its satisfaction;
. the trustee must have failed to institute that action within 60 days after receipt of the request referred toabove; and
. the holders of a majority in principal amount of the outstanding senior debt securities of each affected series,voting as one
class, must not have given directions in writing to the trustee inconsistent with those of the holders referred to above.
The Indenture contains a covenant that we will file annually with the trustee
a certificate of no default or a certificate specifying anydefault that exists.
Covenants
Ourcovenants and agreements relating to a series of senior debt securities
will be set forth in the applicable prospectus supplement.
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Consolidation, Merger, Conveyance or Transfer.
The Indenture containsprovisions permitting us, without the consent of the
holders of senior debt securities, to consolidate with or merge into any other
corporation or convey or transfer all or substantially all of our assets to
any person or persons, provided that thesuccessor corporation or corporations,
if an entity other than we, assume our obligations on the senior debt
securities and under the Indenture and certain other conditions are met.
Evidence of our Compliance.
There are provisions in the Indenture requiring us to furnish to the trustee
each year a briefcertificate from our principal executive, financial or
accounting officer as to his or her knowledge of our compliance with all
conditions and covenants under the Indenture.
SEC Reports by us.
The Indenture requires us to file with the trustee copies of the annual report
or information we file with theSEC within 30 days after we file such reports
or information with the SEC.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise set forth in a supplemental indenture, we have the ability to
eliminate most or all of our obligations on any series ofsenior debt
securities prior to maturity if we comply with the following provisions:
Discharge of Indenture.
We maydischarge all of our obligations, other than as to transfers and
exchanges, under the Indenture after we have:
. paid or caused to be paid the principal of and interest on all of the
outstanding senior debt securities inaccordance with their terms;
. delivered to the paying agent for cancellation all of the outstanding senior debt securities; or
. irrevocably deposited with the trustee cash or, in the case of a series of senior debt securities payable only
inU.S. dollars, U.S. government obligations in trust for the benefit of the holders of any series of senior debt
securities issued under the Indenture that have either become due and payable, or are by their terms due and
payable, or are scheduled forredemption, within one year, in an amount certified to be sufficient to pay on each
date that they become due and payable, the principal of and interest on, and any mandatory sinking fund payments
for, those senior debt securities. However, thedeposit of cash or U.S. government obligations for the benefit of
holders of a series of senior debt securities that are due and payable, or are scheduled for redemption, within
one year will discharge obligations under the Indenture relating onlyto that series of senior debt securities.
Defeasance of a Series of Securities at Any Time.
We may alsodischarge all of our obligations, other than as to transfers and
exchanges, under any series of senior debt securities at any time, which is
referred to in this prospectus as defeasance. Alternatively, we may be
released with respect to anyoutstanding series of senior debt securities from
the obligations imposed by the covenants described above limiting
consolidations, mergers, asset sales and leases, and elect not to comply with
those sections without creating an event of default.Discharge under those
procedures is called covenant defeasance.
Defeasance or covenant defeasance may be effected only if, among otherthings:
. we irrevocably deposit with the trustee cash or, in the case of senior debt securities payable only in
U.S.dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to
pay on each date that they become due and payable, the principal of and interest on, and any mandatory
sinking fund payments for, all outstanding seniordebt securities of the series being defeased; and
. we deliver to the trustee an opinion of counsel who shall be reasonably satisfactory to the trustee to the effectthat:
. the beneficial owners of the series of senior debt securities being defeased will not recognize income,
gain orloss for U.S. federal income tax purposes as a result of the defeasance or covenant defeasance; and
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. the beneficial owners of the series of senior debt securities being
defeased will be subject to U.S. federalincome tax on the same
amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred.
In the case of a defeasance, the opinion must be based on a ruling of the U.S.
Internal Revenue Service or a change in U.S. federal income taxlaw occurring
after the date of the Indenture, since that result would not occur under
current tax law.
Modification of the Indenture
Modification without Consent of Holders.
We and the trustee may enter into supplemental indentures without the consent
of theholders of senior debt securities issued under the Indenture to:
. secure any senior debt securities;
. evidence the assumption by a successor corporation of our obligations;
. add covenants for the protection of the holders of senior debt securities;
. cure any ambiguity or correct any defect or inconsistency;
. establish the forms or terms of senior debt securities of any series; or
. evidence the acceptance of appointment by a successor trustee.
Modification with Consent of Holders.
Each of we and the trustee, with the consent of the holders of not less than a
majority inaggregate principal amount of each affected series of outstanding
senior debt securities, voting as one class, may add any provisions to, or
change in any manner or eliminate any of the provisions of, the Indenture or
modify in any manner the rightsof the holders of the senior debt securities
issued pursuant to the Indenture. However, we and the trustee may not make any
of the following changes to any outstanding senior debt security without the
consent of each holder that would be affected bythe change:
. extend the final maturity of the security or of any installment of principal of any such security;
. reduce the principal amount;
. reduce the rate or extend the time of payment of interest;
. reduce any amount payable on redemption;
. change any of our obligations to pay any additional amounts on senior debt securities
for any tax, assessment orgovernmental charge withheld or deducted (if any);
. change the currency in which the principal, including any amount of
original issue discount, premium, or intereston the security is payable;
. modify or amend the provisions for conversion of any currency into another currency;
. reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy;
. alter the terms on which holders of the senior debt securities may convert or exchange
senior debt securities forstock or other securities or for other property or the cash
value of the property, other than in accordance with the anti-dilution provisions or
other similar adjustment provisions included in the terms of the senior debt securities;
. impair the right of any holder to institute suit for the enforcement of any payment on any senior debt securitywhen due; or
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. reduce the percentage of senior debt securities the consent of whose holders is required for modification of theIndenture.
Form of Senior Debt Security
Each senior debt security will be represented either by a certificate issued
in definitive form to a particular investor or by one or moreglobal securities
representing the entire issuance of securities. Certificated securities in
definitive form and global securities will be issued in registered form.
Definitive securities name you or your nominee as the owner of the security,
and in order to transfer or exchange these securities or toreceive payments
other than interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar, paying agent or
other agent, as applicable.
Global securities name a depositary or its nominee as the owner of the senior
debt securities represented by these global securities. Thedepositary
maintains a computerized system that will reflect each investor's beneficial
ownership of the securities through an account maintained by the investor with
its broker/dealer, bank, trust company or other representative.
New York Law to Govern
The Indentureand the senior debt securities will be governed by and construed
in accordance with the laws of the State of New York.
Consent to Service of Processand Submission to Jurisdiction
Under the Indenture, we irrevocably designate ORIX Corporation USA as our
authorized agent for serviceof process in any legal action or proceeding
arising out of or relating to the Indenture or any senior debt securities
issued thereunder brought in any federal or state court in The City of New
York, New York, and we irrevocably submit to thejurisdiction of those courts.
Information Concerning the Trustee
Information about the trustee applicable to an issuance of senior debt
securities may be set forth by amendment to this prospectus or in
theapplicable prospectus supplement. We and our subsidiaries may maintain
ordinary banking relationships and custodial facilities with the trustee and
its affiliates.
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CLEARANCE AND SETTLEMENT
Senior debt securities that ORIX issues may be held through one or more
international and domestic clearing systems. The principal clearingsystems we
will use are the book-entry systems operated by The Depository Trust Company,
or DTC, in the United States, Clearstream Banking, S.A., or Clearstream, in
Luxembourg, and the Euroclear System, or Euroclear, in Belgium. These systems
haveestablished electronic securities and payment, transfer, processing,
depositary and custodial links among themselves and others, either directly or
indirectly through custodians and depositaries. These links allow securities
to be issued, held andtransferred among the clearing systems without the
physical transfer of certificates.
Special procedures to facilitate clearance andsettlement have been established
among these clearing systems to trade securities across borders in the
secondary market. Where payments for securities we issue in global form will
be made in U.S. dollars, these procedures can be used forcross-market
transfers, and the senior debt securities will be cleared and settled on a
delivery against payment basis.
If we issuesenior debt securities to you outside of the United States, its
territories and possessions, you must initially hold your interests through
Euroclear, Clearstream or the clearance system that is described in the
applicable prospectus supplement.
Cross-market transfers of securities that are not in global form may be
cleared and settled in accordance with other procedures that maybe established
among the clearing systems for these securities.
Clearstream and Euroclear hold interests on behalf of their participantsthrough
customers' securities accounts in the names of Clearstream and Euroclear on
the books of their respective depositories, which, in the case of securities
for which a global security in registered form is deposited with DTC, in turn
holdsuch interests in customers' securities accounts in the depositories'
names on the books of DTC.
The policies of DTC,Clearstream and Euroclear will govern payments, transfers,
exchanges and other matters relating to your interest in securities held by
them. This is also true for any other clearance system that may be named in a
prospectus supplement.
We have no responsibility for any aspect of the actions of DTC, Clearstream or
Euroclear or any of their direct or indirect participants. Wehave no
responsibility for any aspect of the records kept by DTC, Clearstream or
Euroclear or any of their direct or indirect participants. We do not supervise
these systems in any way. This is also true for any other clearing system
indicated in aprospectus supplement.
DTC, Clearstream, Euroclear and their participants perform these clearance and
settlement functions underagreements they have made with one another or with
their customers. You should be aware that they are not obligated to perform
these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our
understanding of the rules and procedures of DTC, Clearstream andEuroclear as
they are currently in effect. Those systems could change their rules and
procedures at any time.
DTC
DTC has advised us that it is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization"within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to theprovisions of Section 17A of the
Exchange Act. DTC holds securities deposited with it by its participants. DTC
also facilitates the post-trade settlement among its participants of sales and
other securities transactions in such securitiesthrough electronic
computerized book-
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entry transfers and pledges between its participants' accounts, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation, orDTCC. DTCC is owned by the users of
its regulated subsidiaries. Access to the DTC system is also available to
others, such as both U.S. and
non-U.S. securities
brokers and dealers, banks, trust companiesand clearing corporations that
clear through or maintain a custodial relationship with a participant of DTC,
either directly or indirectly. According to DTC, the foregoing information
with respect to DTC and DTC's book-entry system has beenprovided to the
financial community for informational purposes only and is not intended to
serve as a representation, warranty or contract modification of any kind. The
rules applicable to DTC and DTC participants are on file with the SEC.
Clearstream
Clearstream has advised usthat it is incorporated as a limited liability
company under Luxembourg law. Clearstream holds securities for its
participants and facilitates the clearance and settlement of securities
transactions between Clearstream participants throughelectronic book-entry
changes in accounts of Clearstream participants, thus eliminating the need for
physical movement of certificates. Clearstream provides to its participants,
among other things, services for safekeeping, administration, clearanceand
settlement of internationally traded securities, securities lending and
borrowing and collateral management. Clearstream interfaces with domestic
markets in a number of countries. Clearstream has established an electronic
communications platformwith Euroclear Bank SA/NV, the operator of the
Euroclear System, to facilitate settlement of trades between Clearstream and
Euroclear.
Asa registered credit institution in Luxembourg, Clearstream is supervised by
the Luxembourg Commission for the Supervision of the Financial Sector.
Clearstream participants are recognized financial institutions around the
world, includingunderwriters, securities brokers and dealers, banks, trust
companies and clearing corporations. In the United States, Clearstream
participants are limited to securities brokers and dealers and banks, and may
include the underwriters for the seniordebt securities offered under any
prospectus supplement. Other institutions that maintain a custodial
relationship with a Clearstream participant may obtain indirect access to
Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to the senior debt securities held beneficially
through Clearstream will be credited to cash accounts ofClearstream customers
in accordance with its rules and procedures, to the extent received by
Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities for
participants of Euroclear and to clear and settle transactionsbetween
Euroclear participants through simultaneous electronic book-entry delivery
against payment, thus eliminating the need for physical movement of
certificates and risk from lack of simultaneous transfers of securities and
cash. Euroclearprovides various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank SA/NV, or the Euroclear Operator,
under contract with Euroclear plc, a U.K. corporation. The EuroclearOperator
conducts all operations, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear
participants include banks (including central banks), securities brokers and
dealersand other professional financial intermediaries and may include the
underwriters for the senior debt securities offered under any prospectus
supplement. Indirect access to Euroclear is also available to other firms that
clear through or maintain acustodial relationship with a Euroclear
participant, either directly or indirectly. Euroclear is an indirect
participant in DTC.
TheEuroclear Operator is a Belgian bank. The Belgian Banking Commission and
the National Bank of Belgium regulate and examine the Euroclear Operator.
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The Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures ofEuroclear, and applicable Belgian law, govern securities
clearance accounts and cash accounts with the Euroclear Operator.
Specifically, these terms and conditions govern transfers of securities and
cash within Euroclear; withdrawal of securitiesand cash from Euroclear; and
receipts of payments with respect to securities in Euroclear.
All securities in Euroclear are held on afungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the terms and conditions only on behalf of Euroclear
participants and has no record of or relationship withpersons holding
securities through Euroclear participants.
Distributions with respect to senior debt securities held beneficially
throughEuroclear will be credited to the cash accounts of Euroclear
participants in accordance with the Euroclear terms and conditions, to the
extent received by the Euroclear Operator and by Euroclear.
Settlement
You will be required to makeyour initial payment for the senior debt
securities in immediately available funds. Secondary market trading between
DTC participants will occur in the ordinary way in accordance with DTC rules
and will be settled in immediately available fundsusing DTC's
Same-Day
Funds Settlement System. Secondary market trading between Clearstream
participants and/or Euroclear participants will occur in the ordinary way in
accordance with the applicable rulesand operating procedures of Clearstream
and Euroclear and will be settled using the procedures applicable to
conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through
DTC, on the one hand, and directly or indirectly throughClearstream
participants or Euroclear participants, on the other, will be effected in DTC
in accordance with DTC rules on behalf of the relevant European international
clearing system by its U.S. depositary; however, such cross-markettransactions
will require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (based on European
time).The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the
U.S. depositary to take action to effect final settlement on its behalf by
delivering or receiving seniordebt securities in DTC, and making or receiving
payment in accordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream participants and Euroclear
participants may not deliverinstructions directly to their respective U.S.
depositaries.
Because of time-zone differences, credits of senior debt securities receivedin
Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any
transactions in suchsenior debt securities settled during such processing will
be reported to the relevant Clearstream participants or Euroclear participants
on such business day. Cash received in Clearstream or Euroclear as a result of
sales of senior debt securitiesby or through a Clearstream customer or a
Euroclear participant to a DTC participant will be received with value on the
DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business dayfollowing settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitatetransfers of senior debt securities among
participants of DTC, Clearstream and Euroclear, they are under no obligation
to perform or continue to perform such procedures and such procedures may be
discontinued at any time.
Other Clearing Systems
ORIX may chooseany other clearing system for a particular series of
securities. The clearance and settlement procedures for the clearing system we
choose will be described in the applicable prospectus supplement.
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TAXATION
The material Japanese tax and U.S. federal income tax consequences relating to
the purchase and ownership of the senior debt securitiesoffered by this
prospectus will be set forth in the applicable prospectus supplement.
CERTAIN BENEFIT PLANINVESTOR CONSIDERATIONS
The U.S. Employee Retirement Income Security Act of 1974, as amended, or
ERISA, and/or Section 4975 ofthe U.S. Internal Revenue Code of 1986, as
amended, or the Code, impose certain requirements on (a) employee benefit
plans (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (b)
individual retirement accounts,"Keogh plans" and other arrangements subject to
Section 4975 of the Code, (c) entities whose underlying assets include "plan
assets" of any such plan, account or arrangement described in clause (a) or
(b) byreason of any such plan's, account's, or arrangement's investment
therein (we refer to the foregoing described in clauses (a), (b) and (c),
collectively, as "Plans") and (d) persons who are fiduciaries with respectto
Plans. In addition, certain governmental, church and
non-U.S.
plans (collectively,
"Non-ERISA
Arrangements") are not subject to such provisions of ERISA orthe Code, but may
be subject to other federal, state, local or
non-U.S. laws
that are similar to such provisions of ERISA or the Code (each, a "Similar
Law").
Each fiduciary of a Plan or
Non-ERISA
Arrangement should consider the fiduciary standards of ERISA,the Code or any
other applicable Similar Laws in the context of the Plan's or
Non-ERISA
Arrangement's particular circumstances before authorizing an investment in the
senior debt securities offeredby this prospectus. Accordingly, among other
factors, the fiduciary should consider whether the investment would satisfy
the prudence, diversification, delegation of control, and prohibited
transaction provisions of ERISA, the Code and any otherapplicable Similar Laws
and would be consistent with the documents and instruments governing the Plan
or
Non-ERISA
Arrangement.
In addition to ERISA's general fiduciary standards, Section 406 of ERISA and
Section 4975 of the Code prohibit certaintransactions involving the assets of
a Plan and persons who have specified relationships to the Plan, i.e.,
"parties in interest" as defined in ERISA or "disqualified persons" as defined
in Section 4975 of the Code (we referto the foregoing, collectively, as
"parties in interest") unless exemptive relief is available under a statutory
or administrative exemption. Parties in interest that engage in a
non-exempt
prohibited transaction may be subject to excise taxes and other penalties and
liabilities under ERISA and Section 4975 of the Code. Thus, a Plan fiduciary
considering an investment in the senior debt securities offered by this
prospectus shouldalso consider whether such an investment might constitute or
give rise to a prohibited transaction under ERISA or Section 4975 of the Code.
For example, the senior debt securities may be deemed to represent a direct or
indirect sale ofproperty, extension of credit or furnishing of services
between a party in interest and an investing Plan which would be prohibited
unless exemptive relief were available under an applicable exemption. As a
result of our business, we and ouraffiliates may be parties in interest with
respect to many Plans, and such parties in interest may also include, without
limitation, the trustee and any agents for the senior debt securities,
including trustees, depositaries, authenticating orpaying agents, transfer
agents or registrars, as well as their affiliates.
In this regard, each purchaser that is, or is acting on behalfof, a Plan, and
proposes to purchase the senior debt securities, should consider the exemptive
relief available under the following prohibited transaction class exemptions,
or PTCEs: (A) the
in-house
asset manager exemption (PTCE
96-23),
(B) the insurance company general account exemption (PTCE
95-60),
(C) the bank collective investment fund exemption (PTCE
91-38),
(D) the insurance company pooled separate account exemption (PTCE
90-1)
and (E) the qualified professional asset manager exemption (PTCE
84-14).
In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code
may provide a limited exemption for the purchase and sale of the senior debt
securities and related lendingtransactions, provided that neither the party in
interest nor its affiliates has or exercises any discretionary authority or
control or render any investment advice with respect to the assets of the Plan
involved in the transaction and providedfurther that the Plan pays no more,
and receives no less, than adequate consideration in
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connection with the transaction (the
so-called
"service provider exemption"). There can be no assurance that any of these
statutory or classexemptions will be available with respect to transactions
involving the senior debt securities.
Each purchaser or holder of the seniordebt securities offered by this
prospectus, and each fiduciary who causes any entity to purchase or hold the
senior debt securities, shall be deemed to have represented and warranted, on
each day such purchaser or holder holds such senior debtsecurities, that
either (i) it is neither a Plan nor a
Non-ERISA
Arrangement and it is not purchasing or holding the senior debt securities on
behalf of or with the assets of any Plan or
Non-ERISA
Arrangement; or (ii) its purchase, holding and disposition of such senior debt
securities will not constitute or result in a
non-exempt
prohibited transactionunder Section 406 of ERISA or Section 4975 of the Code
or violate any provision of any applicable Similar Law.
The foregoingdiscussion is general in nature and is not intended to be all
inclusive. Due to the complexity of these rules and the penalties that may be
imposed upon persons involved in
non-exempt
prohibited transactions,it is particularly important that fiduciaries, or
other persons considering purchasing the senior debt securities on behalf of,
or with the assets of, any Plan or
Non-ERISA
Arrangement, consult with theircounsel regarding the potential applicability
of Title I of ERISA, Section 4975 of the Code and any Similar Laws to such
investment and whether an exemption would be applicable to the purchase and
holding of the senior debt securities.
Each purchaser and holder of a senior debt security offered by this prospectus
will have exclusive responsibility for ensuring that itspurchase and holding
of the senior debt security does not violate the fiduciary or prohibited
transaction rules of ERISA or the Code or the provisions of any applicable
Similar Law. Nothing herein shall be construed as a representation that
aninvestment in the senior debt securities would meet any or all of the
relevant legal requirements with respect to investments by, or is appropriate
for, Plans or
Non-ERISA
Arrangements generally or anyparticular Plan or
Non-ERISA
Arrangement. In addition, neither this discussion nor anything in this
prospectus is or is intended to be investment advice directed at any potential
purchaser that is a Plan or
Non-ERISA
Arrangement, or at such purchasers generally.
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PLAN OF DISTRIBUTION
We may offer the securities described in this prospectus in one or more of the
following ways from time to time:
. to or through underwriters or dealers;
. by ourselves directly;
. through agents;
. through one or more special purpose entities;
. through an exchange distribution in accordance with the rules of the applicable exchange; or
. through a combination of any of these methods of sale.
The prospectus supplement relating to an offering of securities will set forth
the terms of the offering, including:
. a description of the transaction and the securities to be offered;
. the name or names of any underwriters, dealers or agents;
. the purchase price of the securities and the proceeds we will receive from the sale;
. any underwriting discounts and commissions or agency fees and other items constituting underwriters' oragents' compensation;
. the public offering price;
. any discounts or concessions to be allowed or reallowed or paid to dealers; and
. any securities exchanges on which the securities may be listed.
Any public offering prices, discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in an offering of the securities, the securities will
be acquired by the underwriters for their own account and maybe resold from
time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time
of sale. The securities may be either offered to the public through
underwritingsyndicates represented by one or more managing underwriters or by
one or more underwriters without a syndicate. Unless otherwise set forth in
the prospectus supplement, the underwriters will not be obligated to purchase
securities that are offeredunless specified conditions are satisfied, and,
unless otherwise set forth in the prospectus supplement, if the underwriters
do purchase any securities, they will purchase all securities that are offered.
In connection with underwritten offerings of the securities offered by this
prospectus and in accordance with applicable law and industrypractice,
underwriters may over-allot or effect transactions that stabilize, maintain or
otherwise affect the market price of the securities offered by this prospectus
at levels above those that might otherwise prevail in the open market,
includingby entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids, each of which is described below.
. A stabilizing bid means the placing of any bid, or the effecting of any purchase,
for the purpose of pegging,fixing or maintaining the price of a security.
. A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate
or theeffecting of any purchase to reduce a short position created in connection with the offering.
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. A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from asyndicate member in connection
with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
These transactions may be effected on an exchange or automated quotation
system, if the securities are listed on that exchange or admitted fortrading
on that automated quotation system, or in the
over-the-counter
market or otherwise. Underwriters are not required to engage in any of these
activities or tocontinue these activities if commenced.
If dealers are utilized in the sale of securities offered by this prospectus,
we will sell thesecurities to the dealers as principals. The dealers may then
resell the securities to the public at varying prices to be determined by the
dealers at the time of resale. The names of the dealers and the terms of the
transaction will be set forth inthe prospectus supplement relating to that
transaction.
Securities may be sold directly by us to one or more institutional purchasers,
orthrough agents designated by us from time to time, at a fixed price or
prices, which may be changed, or at varying prices determined at the time of
sale. Any agent involved in the offer or sale of the securities in respect of
which this prospectusis delivered will be named, and any commissions payable
by us to the agent will be set forth, in the prospectus supplement relating to
that offering. Unless otherwise indicated in the applicable prospectus
supplement, any agent will be acting on abest efforts basis for the period of
its appointment.
If so indicated in the applicable prospectus supplement, we will authorize
agents,underwriters or dealers to solicit offers from certain types of
institutions to purchase offered securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment anddelivery on a specified date in the future.
These contracts will be subject only to those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth the
commission payable for solicitation of the contracts.
Underwriters, dealers and agents may be entitled, under agreements with us, to
indemnification by us relating to material misstatements oromissions.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us and our subsidiaries or affiliates in the
ordinary course of business.
Each series of senior debt securities offered by this prospectus will be a new
issue of securities and will have no established tradingmarket. Any
underwriters to whom offered securities are sold for public offering and sale
may make a market in the offered securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time
withoutnotice. The securities offered by this prospectus may or may not be
listed on a national securities exchange. No assurance can be given that there
will be a market for any senior debt securities offered by this prospectus.
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EXPERTS
The consolidated financial statements and financial statement schedule II of
ORIX Corporation and its subsidiaries as of March 31, 2022and 2023 and for
each of the years in the three-year period ended March 31, 2023, and
management's assessment of the effectiveness of internal control over
financial reporting as of March 31, 2023, have been incorporated by
referenceherein in reliance upon the reports of KPMG AZSA LLC, independent
registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The audit report on the effectiveness of internal control over financial
reporting as of March 31, 2023, contains an explanatoryparagraph that states
management excluded DHC Corporation's internal control over financial
reporting from its assessment of the effectiveness of ORIX Corporation's
internal control over financial reporting as of March 31, 2023.
KPMG AZSA LLC's address is
1-2
Tsukudo-cho,
Shinjuku-ku,
Tokyo
162-8551,
Japan.
LEGAL MATTERS
The validity of the offered securities with respect to United States federal
law and New York State law will be passed upon for us by DavisPolk & Wardwell
LLP, our United States counsel. Mitsui Company, our Japanese counsel, will
pass upon certain legal matters as to Japanese law for us. Simpson Thacher &
Bartlett LLP, United States counsel to any underwriters,dealers or agents,
will pass upon certain legal matters as to United States federal law and New
York State law for them.
ENFORCEMENT OF CIVIL LIABILITIES
ORIX is a joint stock company incorporated in Japan. Most or all of our
directors and executiveofficers are residents of countries other than the
United States. Although some of our affiliates have substantial assets in the
United States, substantially all of our assets and the assets of our directors
and executive officers (and certainexperts named herein) are located outside
the United States. As a result, it may not be possible for investors to effect
service of process within the United States upon us or our directors and
executive officers or to enforce against us or thesepersons in United States
courts judgments of United States courts predicated upon the civil liability
provisions of United States securities laws. We have been advised by our
Japanese counsel, Mitsui Company, that there is doubt as to theenforceability
in Japan, in original actions or in actions to enforce judgments of U.S.
courts, of civil liabilities based solely on U.S. securities laws. A Japanese
court may refuse to allow an original action based on U.S. securities laws.
The United States and Japan do not currently have a treaty providing for
reciprocal recognition and enforcement of judgments, other thanarbitration
awards, in civil and commercial matters. Therefore, even if you obtain a civil
judgment by a U.S. court, you will not necessarily be able to enforce it
directly in Japan.
Our agent for service of process is ORIX Corporation USA.
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WHERE YOU CAN FIND MORE INFORMATION
Available Information
This prospectusis part of a registration statement that we filed with the SEC.
The registration statement, including the attached exhibits, contains
additional relevant information about us. The rules and regulations of the SEC
allow us to omit some of theinformation included in the registration statement
from this prospectus. We are subject to the information requirements of the
Exchange Act and, in accordance with the Exchange Act, we file annual reports,
special reports and other information withthe SEC. You may read and copy any
of this information in the SEC's Public Reference Room, 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the
SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330.
The SECalso maintains an internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information about issuers,
like us, that file electronically with the SEC.
We are currently exempt from the rules under the Exchange Act that prescribe
the furnishing and content of proxy statements, and our officers,directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. We are not
required under the Exchange Act to publish financial statements as
frequentlyor as promptly as are U.S. companies subject to the Exchange Act. We
will, however, continue to furnish our shareholders with annual reports
containing audited financial statements and will issue interim press releases
containing unaudited resultsof operations as well as such other reports as may
from time to time be authorized by us or as may be otherwise required.
Our AmericanDepositary Shares, each of which represents five shares, are
listed on the New York Stock Exchange under the trading symbol "IX."
Incorporation by Reference
The rules ofthe SEC allow us to incorporate by reference information into this
prospectus. The information incorporated by reference is considered to be a
part of this prospectus, and information that we file later with the SEC will
automatically update andsupersede this information. This prospectus
incorporates by reference our annual report on
Form 20-F
for the fiscal year ended March 31, 2023 filed on June 26, 2023 (File Number
001-14856).
All subsequent documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of theoffering, shall be
deemed to be incorporated by reference into this prospectus. In addition, any
Form
6-K
subsequently submitted to the SEC specifying that it is being incorporated by
reference into thisprospectus shall be deemed to be incorporated by reference.
Documents incorporated by reference shall become a part of this prospectus on
the respective dates the documents are filed or furnished with the SEC.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modifiedor
superseded for the purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document which also
is or is deemed to be incorporated by reference into this prospectus modifies
orsupersedes that statement. The modifying or superseding statement need not
state that it has modified or superseded a prior statement or include any
other information set forth in the document that it modifies or supersedes.
The making of amodifying or superseding statement shall not be deemed an
admission for any purposes that the modified or superseded statement, when
made, constituted a misrepresentation, an untrue statement of a material fact
or an omission to state a materialfact that is required to be stated or that
is necessary to make a statement not misleading in light of the circumstances
in which it was made. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, toconstitute a part of this
prospectus.
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Upon written or oral request, we will provide without charge to each person to
whom a copyof this prospectus has been delivered, a copy of any document that
has been incorporated by reference in the prospectus but not delivered with
the prospectus. You may request a copy of these documents by writing or
telephoning us at:
ORIX Corporation
World TradeCenter Building, SOUTH TOWER
2-4-1
Hamamatsu-cho,
Minato-ku
Tokyo
105-5135,
Japan
+81-3-3435-3000
Except as described above, no other information is incorporated by reference
in this prospectus, including, without limitation, information onour internet
site at http://www.orix.co.jp.
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US$
ORIX CORPORATION
Senior Notes
PROSPECTUSSUPPLEMENT
BofA Securities
Citigroup
J.P.Morgan
Morgan Stanley
September , 2024
{graphic omitted}