{"url_path":"/sec/ix/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1070304/0001193125-26-276640-index.html","accession_number":"0001193125-26-276640","cik":"0001070304","ticker":"IX","issuer_name":"ORIX CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1070304/0001193125-26-276640-index.html","primary_entity_key":"0001070304","primary_entity_name":"ORIX CORP"},"word_count":13618,"has_tables":true,"body_markdown":"Item 4. Information on the Company\n\nGENERAL\n\nORIX is a joint stock corporation (kabushiki kaisha) formed under Japanese law. Our principal place of business is at World Trade Center Building, SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-5135, Japan, and our phone number is: +81 3 3435 3000. Our general contact URL is https://www.orix.co.jp/grp/en/contact/inquiry-eng.html and our corporate website URL is: https://www.orix.co.jp/grp/en. The information on our website is not incorporated by reference into this annual report. ORIX Corporation USA is ORIX’s agent in the United States, and its principal place of business is at 2001 Ross Avenue, Suite 1900, Dallas, Texas 75201, USA.\n\nCORPORATE HISTORY\n\nORIX was established in April 1964 in Osaka, Japan as Orient Leasing Co., Ltd. by three trading companies and five banks that included Nichimen Corporation, Nissho Corporation and Iwai Corporation (presently Sojitz Corporation), the Sanwa Bank (presently The Bank of Mitsubishi UFJ, Ltd.), Toyo Trust & Banking (presently Mitsubishi UFJ Trust and Banking Corporation), the Industrial Bank of Japan and Nippon Kangyo Bank (presently Mizuho Bank, Ltd.), and the Bank of Kobe (presently Sumitomo Mitsui Banking Corporation).\n\nOur initial development occurred during the period of sustained economic growth in Japan during the 1960s and the early 1970s. We capitalized on the growing demand in this period by expanding our portfolio of leasing assets.\n\nDuring this time, our marketing strategy shifted from a focus on using the established networks of the trading companies and other initial shareholders to one that concentrated on independent marketing as the number of our branches expanded. In April 1970, we listed our Shares on the second section of the Osaka Securities Exchange. Since February 1973, our Shares had been listed on the first sections of the Tokyo Stock Exchange and the Osaka Securities Exchange (which was integrated into the Tokyo Stock Exchange in 2013). Since April 2022, we have transitioned from the First Section to the Prime Market under the restructure of the Tokyo Stock Exchange’s market segments. ORIX was also listed on the first section of the Nagoya Stock Exchange from February 1973 to October 2004.\n\nORIX set up a number of specialized leasing companies to tap new market potential, starting with the establishment of Orient Auto Leasing Corporation (presently ORIX Auto Corporation) in 1973 and Orient Instrument Rentals Corporation (presently ORIX Rentec Corporation), Japan’s first electric measuring equipment rental company, in 1976. With the establishment of the credit company Family Consumer Credit Corporation (ORIX Credit Corporation (presently DOCOMO Finance, Inc.) (“ORIX Credit (presently DOCOMO Finance)”), concentrating on card loans) in 1979, ORIX began to move into the retail market by offering financing services to individuals.\n\nIt was also during this time that ORIX began expanding overseas, commencing with the establishment of its first overseas office in Hong Kong in 1971, followed by Singapore (1972), Malaysia (1973), Indonesia (1975), the Philippines (1977) and Thailand (1978).\n\nIn the 1980s and early 1990s, ORIX established offices in the United States (1981), Australia (1986), Pakistan (1986) and Taiwan (1991). The Japanese company Budget Rent-a-Car (presently ORIX Auto Corporation) was also established in 1985.\n\nIn 1989, we introduced a corporate identity program and changed our name to ORIX Corporation from Orient Leasing Co., Ltd. to reflect our increasingly international profile and diversification into financial services other than leasing.\n\nIn 1991, ORIX established ORIX Aviation Systems Limited in Ireland. In the same year, ORIX established ORIX Omaha Life Insurance Corporation (presently ORIX Life Insurance Corporation (“ORIX Life Insurance”))\n\n \n\n13\n\n##### Table of Contents\n\nand entered the life insurance business. In 1998, ORIX purchased Yamaichi Trust & Bank, Ltd. (presently ORIX Bank Corporation (“ORIX Bank”)). In 1998, ORIX listed on the New York Stock Exchange (Ticker Symbol: IX) and, through registration with the U.S. Securities and Exchange Commission (“SEC”), has worked to further strengthen its corporate governance regulations. ORIX Real Estate Corporation was established in 1999 to concentrate on condominium development that was first begun in 1993 as well as develop office buildings in pursuit of improved real estate expertise. In 1999, we established ORIX Asset Management and Loan Services Corporation, the shares of which were all sold in July 2025.\n\nSince 2000, we have actively expanded our automobile-related operations by acquiring companies and assets. We combined seven automobile-related companies into ORIX Auto Corporation in 2005.\n\nWe have also continued our overseas expansion. In China, we established a rental company in Tianjin in 2004 and in 2005 established a leasing company in Shanghai. In 2009, we established a Chinese Headquarters in Dalian. We also set up local subsidiaries in Saudi Arabia (2001), and the United Arab Emirates (2002).\n\nIn 2006, we entered the investment banking field in the United States with the acquisition of Houlihan Lokey, Inc., the shares of which were all sold by July 2019. In 2010, we acquired RED Capital Group (presently ORIX Real Estate Capital Holdings, LLC), a U.S.-based company that provides financing for multi-family, senior living and healthcare-related real estate development projects in the United States. In 2010, we also acquired Mariner Investment Group LLC, a leading independent SEC-registered hedge fund manager, the shares of which were all sold in July 2020.\n\nWe managed ORIX Credit (presently DOCOMO Finance) over a continuous three-year period jointly with Sumitomo Mitsui Banking Corporation pursuant to an alliance established in July 2009. In June 2012, ORIX purchased all the shares of ORIX Credit (presently DOCOMO Finance), making it a wholly-owned subsidiary of ORIX.\n\nIn July 2013, ORIX acquired Robeco Groep N.V. (presently ORIX Corporation Europe N.V. (“OCE”)), a holding company of global asset management companies based in the Netherlands, to pursue a new business model by combining finance with related services. In October 2016, ORIX purchased the remaining shares of Robeco, making it a wholly-owned subsidiary of ORIX.\n\nIn July 2014, we acquired Hartford Life Insurance K.K. (presently ORIX Life Insurance). In December 2014, we acquired Yayoi Co., Ltd. (“Yayoi”), a software service provider targeting small businesses, which we sold in March 2022.\n\nIn December 2015, ORIX and VINCI Airports S.A.S., an airport concession holder and operator based in France, established Kansai Airports to operate and manage Kansai International Airport and Osaka International Airport.\n\nIn November 2018, ORIX acquired 30% of the shares of Avolon Holdings Limited (“Avolon”), a leading global aircraft leasing company located in Ireland.\n\nIn January 2019, ORIX made DAIKYO INCORPORATED (“DAIKYO”) a wholly-owned subsidiary due to the acquisition of common shares of DAIKYO through a tender offer.\n\nIn July 2021, ORIX acquired 80% of the shares of Elawan Energy S.L.(“Elawan”), a renewable energy company located in Spain. In February 2023, ORIX purchased the remaining shares of Elawan, making it a wholly-owned subsidiary of ORIX.\n\nIn March 2024, ORIX sold 66% of the shares of ORIX Credit (presently DOCOMO Finance) to NTT DOCOMO, INC..\n\nIn January 2025, ORIX purchased the remaining shares of ORIX Leasing Singapore Limited, making it a wholly-owned subsidiary of ORIX.\n\n \n\n14\n\n##### Table of Contents\n\nSTRATEGY\n\nORIX Group Purpose & Culture\n\nThe Company established “ORIX Group Purpose & Culture” in 2023, which is the basis for our medium- to long-term business strategy and targeted management indicators. Our Purpose and Culture is the foundation on which to foster an enhanced sense of unity globally and build our corporate value further into the future. Our Purpose defines why ORIX Group exists in our world and is at the core of everything we do. Our Culture is a set of shared values that ORIX Group employees around the world live and champion to achieve our Purpose.\n\n[Our Purpose]\n\nFinding Paths. Making Impact.\n\nWe combine innovative thinking and diverse expertise to find pathways to impact in a world of change.\n\n[Our Culture]\n\n \n\n \n•\n \n\nFind Power in Diversity\n\n \n\n \n•\n \n\nFind Adventure in Challenge\n\n \n\n \n•\n \n\nFind Opportunity in Change\n\nMedium- to Long-term Business Strategy\n\nIn pursuit of its Purpose, ORIX has identified three focus areas and is advancing its business strategy, “ORIX Group Growth Strategy 2035,” leveraging its two core business models, “Alternative Investment & Operations” and “Business Solutions,” to deliver both societal impact and sustainable growth, enhance corporate value and earn the trust of society over the medium- to long-term.\n\n[Focus Areas]\n\n“PATHWAYS”: Find new pathways to impact in the future economy.\n\n“GROWTH”: Support sustainable growth in a constantly changing world.\n\n“IMPACT”: Deliver positive impact today for a planet with limited resources.\n\nBy combining the strengths of each segment and further strengthening collaborations in these areas, we intend to achieve business expansion with a sense of scale.\n\n[Business Strategy]\n\n“Alternative Investment & Operations”:\n\nThis model involves fund-raising from third-party capital to fund assets that ORIX has invested in and managed, while continuing to manage and operate those assets to generate both asset value growth and fee income.\n\n“Business Solutions”:\n\nThis model creates added value by addressing customer challenges and providing solutions that leverage resources both within and outside ORIX Group, including people, information and technology.\n\n \n\n15\n\n##### Table of Contents\n\nTarget Performance Indicators and Major Corporate Agenda\n\nThe Company positions ROE in addition to net income growth as its most important management indicators, and strives toward higher total shareholder return (TSR).\n\nFor stable shareholder returns, the Company has implemented flexible stock buybacks while placing importance on ROE targets premised on continuing with a dividend distribution of “the higher value of a payout ratio of 39% or the result for the previous fiscal year” while maintaining financial soundness with an A equivalent credit rating.\n\nOur performance indicators for each of the three fiscal years ended March 31, 2024, 2025 and 2026 were as follows.\n\n \n\n \n  \n \n \n \nAs of March 31,\n \n\n \n  \n \n \n \n2024\n \n \n2025\n \n \n2026\n \n\nNet income attributable to ORIX Corporation Shareholders\n\n  \n \n(Millions of yen\n) \n \n¥\n346,132\n \n \n¥\n351,630\n \n \n¥\n447,265\n \n\nROE*1\n\n  \n \n(%)\n \n \n \n9.2\n \n \n \n8.8\n \n \n \n10.4\n \n\n \n\n*1 \n\nROE is the ratio of Net income attributable to ORIX Corporation Shareholders for the period to average ORIX Corporation Shareholders’ equity based on fiscal year beginning and ending balances.\n\nTo achieve Target Performance Indicators, the Group intends to address the following Major Corporate Agenda.\n\nBusiness Model Transformation: Businesses that generate profits by utilizing their own balance sheet face constraints on asset growth, as funding from financial institutions and capital markets is dependent on the company’s equity capital and credit profile. Consequently, profit growth through asset expansion alone is inherently limited. To achieve sustainable profit growth for ORIX Group, it is essential to accelerate the shift toward businesses that can generate earnings efficiently from a limited amount of capital. Accordingly, we intend to promote a transformation toward business models with higher capital profitability.\n\nPortfolio Optimization: Maintaining assets or continuing businesses with relatively low capital efficiency leads to capital being tied up in those assets and businesses, which in turn becomes a constraint on improving group-wide ROE and maximizing corporate value. Therefore, it is important to continuously reassess capital efficiency and growth potential for each existing asset and business, as well as for each new investment opportunity, and to reallocate capital appropriately. Taking into account the impact on the Group’s overall funding capabilities, including potential changes in credit ratings, we intend to advance portfolio optimization on a group-wide basis.\n\nCreation of New Businesses: In pursuing profit growth toward our target of JPY 1 trillion in net income attributable to owners of the parent, it is necessary to establish new sources of earnings that are not constrained by existing frameworks, including business domains, earnings structures, or organizational structures. By capturing global trends and creating new value in high potential areas—such as the strategic investment areas defined in the “ORIX Group Growth Strategy 2035”—we intend to promote the diversification of the Group’s earnings base and aim to achieve both growth in net income and improvements in capital efficiency.\n\nOperating Environment\n\nWhen we look at the operating environment surrounding the Company, geopolitical risks remain elevated due to the heightened tensions and conflicts in the Middle East and the prolonged Russia-Ukraine conflict. In addition, the global business environment continues to be unstable, driven by factors such as U.S. tariffs, high energy costs and the economic slowdown in China.\n\n \n\n16\n\n##### Table of Contents\n\nIn Japan, a challenging operating environment persists for companies, reflecting a decline in the number of visitors from China due to changes in diplomatic relations between Japan and China, the increasing severity of labor shortages, and rising business costs stemming from higher resource prices and construction costs.\n\nUnder these circumstances, we recognize the need to continue to carefully monitor changes in the business conditions of our clients and investments, as well as the impact on each of our businesses, including our Environment and Energy business and our facility operation businesses such as hotels and Japanese inns.\n\nFurthermore, if geopolitical risks become prolonged or intensify further, our operating environment could become even more unstable due to tighter supply and demand for resources and energy, as well as disruptions to global supply chains. Accordingly, we plan to raise the level of monitoring as appropriate and respond in a timely and flexible manner, depending on developments in the external environment.\n\nSustainability at ORIX and Our Initiatives\n\nORIX Group operates under its “ORIX Group Purpose & Culture” and its medium- to long-term business strategy, “ORIX Group Growth Strategy 2035”. In this context, ORIX positions as an important management theme the creation of new value through its businesses to address social issues and generate appropriate returns, as well as the goal of continuous provision of value that it believes exceeds stakeholder expectations, thereby contributing to the sustainable enhancement of corporate value. At the same time, the business environment surrounding ORIX Group has become increasingly complex, with risks that require consideration, including heightened geopolitical risks, accelerated technological innovation, and instability in energy and resource supply and demand.\n\nTaking into account the “ORIX Group Purpose & Culture,” the “ORIX Group Growth Strategy 2035”, as well as global developments relating to sustainability and the Group’s business environment, we updated its material issues. In conducting this update, we also held multiple roundtable discussions with executives at the business unit head level to discuss expectations from customers and society. In parallel, the Sustainability Department conducted a risk mapping exercise by identifying potential risks and opportunities related to the sustainability of ORIX, taking into consideration their potential financial impact and likelihood of occurrence, and referring to the Sustainability Accounting Standards Board (“SASB”) Standards (last updated in December 2023) relevant to industries associated with ORIX Group. The status of these analyses was reported to the Board of Directors in November 2025 and March 2026. Based on these discussions, the Board of Directors resolved to update the material issues at its meeting held in May 2026, subsequent to the end of the fiscal year.\n\nThe updated material issues resolved by the Board of Directors consist of six items: “Climate Change”, “Circular Economy”, “Empowering Communities”, “Business Ecosystem”, “Human Capital Management”, and “Governance”. Please refer to the table below for the respective subtitles and the rationale for their designation as material issues. Among these, “Human Capital Management” and “Governance” are positioned as fundamental management bases supporting the Group’s growth strategy. Of the 14 previously identified material issues established in November 2021, the priority of four items has declined as they have already entered the phase of execution and implementation of policies and targets, while the remaining 10 items, for which the underlying issues continue to be recognized, have been incorporated into the updated material issues.\n\nIn preparation for the application of the Sustainability Disclosure Standards from the fiscal year ending March 31, 2027 onward, we will proceed with updating the risks and opportunities, strategies, metrics and targets corresponding to each material issue. The material issues established in November 2021 and updated in May 2026 were each determined based on the medium- to long-term management policies and the business environment as of the time of the respective resolution, and will be reviewed periodically in the future in response to significant changes in the Group’s management policies or external environment.\n\n \n\n17\n\n##### Table of Contents\n\nNote: The Sustainability Disclosure Standards developed by the Sustainability Standards Board of Japan (“SSBJ”), which are designed to be consistent with the IFRS Sustainability Disclosure Standards developed by the International Sustainability Standards Board (ISSB).\n\n \n\nMaterial issues and Subtitles\n\n  \n\nReasons for Selection of Material Issues\n\nClimate Change\n\n \n\nCapture opportunities arising from the energy transition and use them to evolve our business.\n\n \n\nBusiness\n\n  \n\nThe ORIX Group has been engaged in renewable energy businesses in Japan and overseas since the 2000s and has expanded its operations to include areas such as energy storage and solar power plant management services.\n\n \n\nAddressing decarbonization represents a medium- to long-term business opportunity and its positioned as one of the strategic investment areas under “ORIX Group Growth Strategy 2035”, where the ORIX Group can leverage its long-standing expertise and investment track record in renewable energy. By further evolving its investment experience and operational expertise across developed and emerging markets, the Group believes it can capture new business opportunities over the medium to long term.\n\nCircular Economy\n\n \n\nLeverage our expertise in asset selection and management to maintain, enhance and recycle asset value.\n\n \n\nBusiness\n\n  \n\nThe ORIX Group considers its “Alternative Investment & Operations” model as one of its core strengths, whereby it involves fund-raising from third-party capital to fund assets in which the ORIX Group has invested in and managed, while continuing to manage and operate those assets to generate both asset value growth and fee income.\n\n \n\nEfficient use of finite resources is a significant social issue and is positioned as one of the strategic investment areas under “ORIX Group Growth Strategy 2035”. By leveraging its asset selection and operational capabilities developed through leasing and asset management businesses, the ORIX Group believes that it can capture business opportunities over the medium to long term.\n\nEmpowering Communities\n\n \n\nRevitalize communities and economic activity by maximizing local assets and human capital.\n\n \n\nBusiness\n\n  \n\nThe ORIX Group considers its “Business Solutions” model as one of its core strengths, whereby it creates added value by addressing customer challenges and providing solutions that leverage resources both within and outside ORIX Group including its business platforms and human resources.\n\n \n\nFor the ORIX Group, which serves a broad customer base of small- and medium-sized enterprises, the sustainable development of local communities and society, including the resilience of such communities, is essential to sustaining this value creation. By contributing to the vitality of its customers, primarily small- and medium-sized enterprises, as well as their management and employees, and the communities in\n\n \n\n18\n\n##### Table of Contents\n\nMaterial issues and Subtitles\n\n  \n\nReasons for Selection of Material Issues\n\n  \nwhich they operate, the ORIX Group believes it can enhance its own sustainability over the medium to long term.\n\nBusiness Ecosystem\n\n \n\nCreate new value through strategic collaboration with a diverse range of business partners.\n\n \n\nBusiness\n\n  \nThe ORIX Group provides value to its customers through collaboration with a wide range of stakeholders, including suppliers that provide products and services. It is difficult to sustain value creation that earns strong support from customers without such collaboration, and working together with these stakeholders on issues such as environmental impact reduction and respect for human rights is essential for business sustainability and the stable access to key management resources. Through such collaborative efforts, the ORIX Group believes it can both enhance the sustainability of its business foundation and create new value and solutions over the medium to long term.\n\nHuman Capital Management\n\n \n\nStrengthen innovation and competitiveness by fostering an environment where diverse talent can thrive.\n\n \n\nManagement\n\n  \nORIX Group’s approach to human capital management has three components: instilling our unique core values that underlie our actions; enhancing our core capabilities, which serve as our capacity for organizational innovation; and providing a workplace in which diverse human resources can play an active role. The objective of our approach is to create new businesses and increase the value of existing operations to generate sustainable business growth. The ORIX Group believes that such an approach to human capital management contributes to its sustainable growth.\n\nGovernance\n\n \n\nEnhance our Board of Directors’ oversight capabilities and reinforce systems for managing compliance and information security risks.\n\n \n\nManagement\n\n  \n\nThe ORIX Group considers the strengthening of its corporate governance framework to be one of its key management priorities in order to ensure the proper execution of business activities in line with its fundamental management policies and to maintain management fairness, and it continuously works to enhance the effectiveness of its Board of Directors and to establish a sound and transparent corporate governance structure.\n\n \n\nUnder a management structure without a parent company or controlling shareholder, the ORIX Group believes that gaining the trust of a wide range of stakeholders enhances its management independence and flexibility and contributes to the enhancement of corporate value. In addition, the ORIX Group believes that risks related to compliance and information security could have a significant impact on its business continuity and corporate value, and therefore considers it necessary to strengthen its management systems for such risks.\n\n \n\n19\n\n##### Table of Contents\n\nAs described above, the material issues were updated at the meeting of the Board of Directors held in May 2026, subsequent to the end of the fiscal year. The matters described below relate to initiatives implemented during the fiscal year and are, based on the material issues and key targets (both established in November 2021) that were effective during that fiscal year.\n\nNote on disclosure frameworks\n\nCertain sustainability-related disclosures included in ORIX’s statutory filings and other public disclosures in Japan are prepared under Japanese laws, regulations and stock exchange rules and may differ in scope, format and level of detail from the disclosures included in this annual report, which is prepared in accordance with U.S. securities laws and reporting requirements of the Securities and Exchange Commission. Such differences are intended to reflect the respective disclosure frameworks and do not, by themselves, indicate a difference in the ORIX Group’s underlying governance, policies or practices.\n\nOverview\n\n1. Governance\n\nThe Board of Directors is responsible for overseeing sustainability-related risks and opportunities across the ORIX Group. The Board receives regular reports from the Sustainability Committee and other relevant bodies, approves sustainability-related policies and overseas progress toward material issues and key targets, providing guidance as necessary.\n\nThe Board includes directors with extensive experience in ESG matters and provides appropriate oversight.\n\nIn addition, the Audit Committee receives regular reports from the responsible departments and the internal audit function regarding progress on sustainability-related initiatives and responses to disclosure regulations, and reviews the status of such matters.\n\nAt the execution level, the Sustainability Committee deliberates important matters related to sustainability across the Group. Additionally, depending on the nature of the issue, specialized bodies established for specific areas may work in coordination with the Sustainability Committee to examine and advance initiatives from a more specialized perspective.\n\nThe Sustainability Committee discusses, among other matters, group-wide sustainability policies, the identification and review of material issues and key targets; and strategies, KPIs, operational procedures and promotion frameworks related to those targets. The Committee reports the substance of its deliberations to the Board of Directors.\n\nDuring the fiscal year, the Sustainability Committee met four times. In addition to reviewing the prior year’s activities and the policy for the current fiscal year, the Committee deliberated matters including the formulation of supplier codes of conduct at ORIX Auto Corporation and within Real Estate segment, as well as progress on the update of the ORIX Group’s material issues.\n\n \n\nDate\n\n  \n\nKey Matters Discussed\n\nApril 18, 2025\n  \n\n(i) Formulation of the “ORIX Auto Corporation Supplier Code of Conduct”\n\n(ii) Formulation of the “ORIX Group Real Estate segment Supplier Code of Conduct”\n\nMay 19, 2025\n  \nReport on sustainability initiatives for the fiscal year ended March 2025 and approval of policies for the fiscal year ending March 2026\n\nOctober 23, 2025\n  \nDirection of the update of material issues\n\nMarch 24, 2026\n  \nProgress of the update of material issues\n\n \n\n20\n\n##### Table of Contents\n\nIn our current Compensation Policy for Executive Officers (applicable also to those who concurrently serve as directors), the status of ESG initiatives has been added to the qualitative evaluation items for determining annual bonuses from the fiscal year ended March 31, 2022. In addition, progress of the key ESG-related goals for the ORIX Group has been added as a quantitative evaluation item for Executive Officers at the Managing Executive Officer level and above beginning in the fiscal year ended March 31, 2024. The objective is to have directors and officers set an example by considering the impact of the efforts of each division on the environment, economy, and society in conducting corporate initiatives from a mid- to long-term perspective.\n\nThe ORIX Group has established the ORIX Sustainable Investing and Lending Policy to promote sustainable investing and lending. The Group also prohibits transactions with companies where human rights concerns are identified, as well as transactions related to certain sectors and business activities. For individual investment and lending transactions, the Investment and Credit Committee (“ICC”) deliberates submitted proposals. Transactions submitted to the ICC are evaluated by the relevant business divisions and the Sustainability Department, using the ORIX Group’s proprietary checklist as well as information from external vendors. Where concerns are identified from environmental or social perspectives, such matters are reported to the ICC together with other relevant information regarding the transaction.\n\n2. Strategy\n\nIn order to realize a sustainable society and achieve sustainable growth for ORIX, in November 2021 we set forth issues that we perceive as material in the fields of environment, society and governance. As described above, the Board of Directors resolved to update these material issues at its meeting held in May 2026, subsequent to the end of the fiscal year; however, this section describes the material issues established in November 2021 and the initiatives undertaken in relation thereto.\n\n \n\n(a)\n\nMaterial issues and focus areas to reduce climate-change related risks.\n\n \n\n \ni.\n\nSet GHG emissions reduction goals.\n\n \n\n \nii.\n\nContinue to contribute to the development of renewable energy investment and production.\n\n \n\n \niii.\n\nQuantify and reduce our climate change-related risks and continue to implement TCFD recommendations.\n\n \n\n \niv.\n\nContinue to promote a circular economy and reduce and appropriately manage waste.\n\n \n\n \nv.\n\nFormulate an exit strategy for existing exposure to high environmental risk business areas and create bright-line exclusion criteria in any new investing or lending.\n\n \n\n \nvi.\n\nWork with our stakeholders to promote a healthier environment through goods and services that help mitigate adverse environmental impacts.\n\n \n\n(b)\n\nMaterial issues and focus areas to reduce social risks, including human rights risk.\n\n \n\n \ni.\n\nContinue to strengthen our Sustainable Investing and Lending Policy, Code of Conduct, and risk management system to adequately cover new and emerging social risk areas.\n\n \n\n \nii.\n\nShare a common and agreed respect for fundamental human rights with all of our stakeholders such as support for the UN Universal Declaration of Human Rights, worker health and safety, diversity, equity and inclusion and non-discrimination.\n\n \n\n \niii.\n\nContinue to improve employee satisfaction by respecting the diversity of our employees and creating an inclusive working environment that promotes flexible working styles and provides career development support, fair performance review and compensation schemes, and employee health support systems.\n\n \n\n21\n\n##### Table of Contents\n\n(c)\n\nMaterial issues and focus areas to strengthen governance based on transparency, compliance, and integrity.\n\n \n\n \ni.\n\nContinue to strengthen the independence of the Board of Directors so that the Board may provide appropriate and effective oversight over the management’s business execution from an independent and objective perspective.\n\n \n\n \nii.\n\nThe Group CEO will be responsible for all execution matters including responding to these material issues under the oversight of the Board of Directors.\n\n \n\n \niii.\n\nEmphasis on client satisfaction and developing and offering sustainable products and services.\n\n \n\n \niv.\n\nEndeavour to gain and keep the trust of our clients in all of our business areas.\n\n \n\n \nv.\n\nPromote a strong culture of compliance with all applicable laws and regulations, including paying our fair share of taxes.\n\nThe principal initiatives undertaken during the fiscal year are as follows.\n\nWith respect to (a) mitigation of climate change risks, the Group continuously examined measures to reduce greenhouse gas (GHG) emissions, including reductions achieved through facility modifications at coal and biomass co-firing power plants, which account for the majority of Scope 1 emissions. For Scope 2 emissions, the Group has formulated plans for major emission sites and is promoting step-by-step reductions.\n\nIn addition, with respect to (b) mitigation of social risks, including human rights issues, the Group continued to advance its human capital management initiatives. Specifically, it promoted three pillars, “instilling core values,” “enhancing core capabilities,” and “providing a workplace in which diverse human resources can play active roles”, and monitored progress accordingly. Furthermore, to enhance understanding and awareness of its Human Rights Policy, the Group developed training tools and implemented human rights-related training as part of compliance training and level-based training programs.\n\nWith respect to (c) strengthening governance based on transparency, compliance, and integrity, corporate governance initiatives were advanced through the Board of Directors and the three internal committees (Nomination, Audit, and Compensation). During the fiscal year, the Nomination Committee deliberated matters including the selection of business unit COOs and the Group CFO, as well as the consideration of candidates for outside directors. The Audit Committee, in addition to handling matters for resolution and reporting, regularly reviewed audit plans and discussed the results and future direction of audit activities. The Compensation Committee examined executive compensation linked to performance indicators such as consolidated ROE. In addition, the Group revised its “Code of Conduct” applicable to all officers and employees in April 2025 and established four Compliance Values.\n\nFurther details are described below. “Addressing Climate Change”, “Addressing Human Capital”, and Item 6. Directors, Senior Management and Employees, Corporate Governance System.\n\n3. Risk Management\n\nThe ORIX Group has established an enterprise-wide risk management framework to identify, assess and manage various risks arising from its business activities.\n\nSustainability-related risks and opportunities are continuously identified through changes in the business environment, regulatory developments and engagement with stakeholders, including shareholders and investors, local communities, customers, employees, suppliers, and business partners. The Sustainability Committee monitors and evaluates progress toward key targets. In addition, depending on the nature of the issue, specialized bodies established for specific areas work in coordination with the Sustainability Committee to conduct more detailed examinations from a specialized perspective. Matters discussed by the Sustainability Committee and such other bodies are reported to the Board of Directors on a regular basis and are subject to its approval.\n\n \n\n22\n\n##### Table of Contents\n\nWithin each business division, information relevant to the characteristics of each business is collected, and sustainability-related risks and opportunities are continuously analyzed.\n\nThe ORIX Group has established a Sustainable Investing and Lending Policy to promote sustainable investing and lending. The Policy prohibits transactions with companies where human rights concerns are identified, as well as transactions related to certain sectors and business activities. For individual investment and lending transactions, the Investment and Credit Committee deliberates submitted proposals. Transactions submitted to the Committee are evaluated by the relevant business divisions and the Sustainability Department using the ORIX Group’s proprietary checklist as well as information from external vendors. Where concerns are identified from environmental or social perspectives, such matters are reported to the Committee together with other relevant information regarding the transaction.\n\nWe have also established a human rights policy as a guideline for promoting efforts to respect human rights. We expanded the scope of human rights from “its own employees and business partners” to include “suppliers and local communities,” and clarifying its policies on education and training, relief measures, disclosure, and other areas.\n\nIn addition, as disclosed in our UK Modern Slavery Act Statement, we review the risk profile of the different sectors and geographies in which we operate, maintain reporting mechanisms to encourage reporting of misconduct, and train our employees.\n\nRegarding supply chain management, to build a sustainable supply chain, ORIX works with its suppliers to establish firm and consistent compliance with laws and regulations related to occupational health and safety and environmental protection. In fiscal 2026, ORIX Auto Corporation and within Real Estate segment worked on efforts such as organizing suppliers, risk analysis and evaluation, and establishing supplier action guidelines.\n\nRegarding environmental issues, we have established an environmental policy and promote solutions to environmental and energy problems, compliance with laws and regulations, and information disclosure.\n\nRegarding compliance and information security, we have established systems and internal regulations that cover the entire company, and we also conduct regular training for employees.\n\n4. Metrics and Goals\n\nIn November 2021, ORIX established certain key sustainability goals and reviews progress in relation to those goals through its governance processes.\n\nKey sustainability goals include, among others, (i) the ratio of outside directors, (ii) the ratio of female directors, (iii) the ratio of female management positions, (iv) reduction of GHG (CO2) emissions (Scope 1 and Scope 2), and (v) reduction of the balance of financing and investments in certain high GHG (CO2) emitting industries. *\n\nDuring the fiscal year, the Group continued its efforts to reduce Scope 1 and Scope 2 emissions. In addition, the ratio of female managers increased compared with the previous year both at ORIX Corporation on a stand-alone basis and across eight major domestic Group companies, and the ratio of female directors exceeded 30% for the first time.\n\nIn preparation for the application of the Sustainability Disclosure Standards from the fiscal year ending March 31, 2027 onward, the ORIX Group will also examine metrics and targets corresponding to the material issues updated in May 2026. As a result, these targets may be subject to change.\n\n \n\n23\n\n##### Table of Contents\n\nAll key sustainability goals are subject to compliance with applicable local laws and regulations. In jurisdictions where application of certain targets is not feasible under applicable laws or regulations, such targets may not apply.\n\n* Refers to fossil fuel mining, palm oil plantations and forestry financed by ORIX Group overseas subsidiaries.\n\nAddressing Climate Change\n\nClimate change-related matters are addressed in accordance with the ORIX Group’s sustainability governance and enterprise-wide risk management framework as described in “Overview”, and are managed at both the corporate level (group-wide themes) and the business segment level.\n\n1. Governance\n\nAt the corporate level (group-wide themes), climate change-related matters are addressed by the Sustainability Committee. The Committee discusses matters including the results of scenario analyses based on the TCFD recommendations, progress on initiatives to reduce GHG emissions, global developments and expected trends in regulatory developments, as well as requests and expectations from business partners. The Committee reports the substance of its deliberations to the Board of Directors and receives guidance as appropriate.\n\nAt the business segment level, each business division addresses climate-related risks under the responsibility of the head of the division. Specifically, for businesses with GHG emissions above a certain threshold, reduction measures are planned and implemented. In addition, where scenario analyses indicate that climate-related risks could have a material financial impact on the Group, appropriate response measures are examined. In addressing these risks, the Group considers various approaches tailored to the characteristics of each business, including not only initiatives through its own operations, but also engagement with investees, business partners, and the supply chain. Initiatives by each business division are determined following discussions at business strategy meetings involving top management, including internal directors, and are reported to the Sustainability Committee and the Board of Directors.\n\n2. Strategy\n\nFor business segments with a high relevance to climate change, scenario analyses are conducted based on the TCFD recommendations. Based on these scenario analyses, the principal risks and opportunities common across multiple segments, as well as their potential impacts, are as follows.\n\n \n\n(a)\n\nTransition Risks\n\nTransition risks may arise from regulatory changes, technological innovation and changes in business models associated with the transition to a decarbonized society. Such developments may adversely affect customers’ business performance and could result in increased credit-related expenses.\n\n \n\n(b)\n\nPhysical Risks\n\nPhysical risks may arise from extreme weather events and natural disasters, including temporary suspension of operations, increased operating costs or difficulty in continuing business operations. In addition, abnormal weather events such as storms and natural disasters may impair investment and asset values.\n\n \n\n24\n\n##### Table of Contents\n\n(c)\n\nClimate-Related Opportunities\n\nClimate-related opportunities include the expansion of business opportunities associated with increased demand for renewable energy.\n\nThe ORIX Group recognizes that, while these climate-related risks and opportunities are relatively unlikely to result in significant one-off financial impacts in the short term (within one year), their impacts may become apparent over the medium to long term (beyond one year) as multiple factors accumulate. The Group also considers that the principal actions to address these risks and opportunities are as follows.\n\nWith respect to initiatives to reduce GHG emissions, the ORIX Group is considering emissions reduction measures, including potential facility modifications such as conversion to biomass-only fuel use, at two coal-biomass co-firing power plants that account for slightly less than 80% of the Group’s total GHG (CO2) emissions (Scope 1 and Scope 2). At other major emission sites, the Group has formulated plans to reduce Scope 2 emissions, including at investees of its investment business segments, and is implementing such plans in phases.\n\nIn addition, the ORIX Group conducts renewable energy power generation businesses in various countries. To further promote the widespread adoption of renewable energy, the Group is advancing initiatives such as power plant operation, management and maintenance services, as well as battery storage businesses.\n\n3. Risk Management\n\nClimate change-related risks are managed in accordance with the ORIX Group’s enterprise-wide risk management framework described in the sustainability disclosure above. Such climate-related risks are positioned within the Sustainability Committee’s group-wide risk assessment process and are managed together with other significant sustainability risks.\n\n4 Metrics and Goals\n\nORIX Group has identified GHG (CO2) emissions as a principal metric for evaluating and managing climate change-related risks. The Group has established medium- and long-term internal targets for GHG emissions as part of its climate-related management framework.\n\nActual GHG (CO2) emissions (Scope 1 and Scope 2) are measured and monitored on a consolidated basis. For the fiscal year ended March 31, 2026, total GHG (CO2) emissions (Scope 1 and Scope 2) of the ORIX Group amounted to 1,005 thousand metric tons, representing a decrease of 261 thousand metric tons (approximately 20.6%) compared to the fiscal year ended March 31, 2020.\n\nOf this total, emissions from two coal-biomass co-firing power plants amounted to 789 thousand metric tons, representing approximately 78.5% of total emissions. Emission levels may fluctuate depending on changes in the Group’s business portfolio and external conditions.\n\nIn addition, the ORIX Group monitors the balance of financing and investments in certain high GHG (CO2) emitting industries as part of its climate-related risk management.\n\nAddressing Human Capital\n\n1. Governance\n\nDecisions on important basic policies related to human capital management and major personnel systems are deliberated by the Executive Committee and determined as management decisions. In addition, the Human Capital Council is convened on a regular basis, with the officer overseeing the Responsible for HR and Administration Unit serving as the secretariat and with participation from the Group CEO, the Business Unit\n\n \n\n25\n\n##### Table of Contents\n\nCOOs, the Group CFO and other relevant executives. Through this council, the status of initiatives to strengthen human capital across the ORIX Group is shared and reviewed, and various measures based on policies decided by the Executive Committee are discussed. Furthermore, matters of significance in human resources strategy are reported by the officer overseeing the Responsible for HR and Administration Unit to the Board of Directors, and a framework is in place under which the Board of Directors exercises appropriate oversight.\n\nAt each ORIX Group company, personnel-related regulations, human resources measures and related initiatives are examined under the supervision of the officer responsible for human resources at each company. In principle, significant human resources measures and initiatives at ORIX Group companies are subject to prior consultation with or reporting to the Company’s Human Resources Department, thereby ensuring alignment with group-wide policies before implementation.\n\n2. Strategy\n\n \n\n(a)\n\nORIX Group’s Human Capital Management\n\nORIX Group has expanded outward from its core financial businesses into neighboring fields and has grown into a unique corporate group with a diversified business portfolio. We want to continue generating sustainable growth in an array of businesses, so we need to bring together diverse people with their own experience and skills and accelerate the fusion of knowledge that drives innovation. ORIX Group’s approach to human capital management has three components: instilling our unique core values that underlie our actions; enhancing our core capabilities, which serve as our capacity for organizational innovation; and providing a workplace in which diverse human resources can play an active role. The objective of our approach is to create new businesses and increase the value of existing operations to generate sustainable business growth.\n\n \n\ni.\n\nInstill core values\n\nWe define the core values of human capital management as realizing sustainable business growth that befits ORIX with behaviors that are aligned with the three values defined in the ORIX Group Purpose & Culture.\n\nTo assess how well these values are being practiced, we have adopted the “ORIX Value Score (OVS)” as a key indicator.\n\nHuman Capital Management Goals for Behaviors Arising from The Three Values\n\n \n\nThree Values\n  \nBehaviors\n\nFind Power in Diversity\n  \nShare ideas and collaborate, explore different perspectives and transcend boundaries.\n\nFind Adventure in Challenge\n  \nStrive for originality and identify opportunities and risks while seeking adventure in new challenges.\n\nFind Opportunity in Change\n  \nRecognize trends from a big-picture perspective, act promptly on signs of change, and find opportunities to evolve.\n\n \n\nii.\n\nEnhance core capabilities\n\nORIX Group’s core capabilities are the unique organizational transformation capabilities that come from the expertise gained in growing a diverse business portfolio. We define “Multi-capability” as the power to drive entire businesses from a management perspective, which emerges from the combination of the three core capabilities.\n\nTo identify and systematically develop individuals who possess multi-capability and can lead business growth with a management-level perspective, we are working to enhance the effectiveness of our succession management framework. As a key performance indicator to track progress, we monitor the “Succession Readiness Ratio” for key positions.\n\n \n\n26\n\n##### Table of Contents\n\nOur Core Capabilities\n\n \n\nBusiness Design\n\nThe ability to create new businesses and services\n\n  \nGenerating new business opportunities by anticipating emerging market and customer demands helps ORIX Group grow.\n\nValue Enhancement\n\nThe ability to increase the value of businesses\n\n  \nEnhancing the quality of services and operations helps ORIX Group increase the value and profitability of existing businesses.\n\nRisk Management\n\nThe ability to identify and assess business risks\n\n  \nAccurately assessing business risks and returns helps ORIX Group make appropriate decisions for business growth.\n\n \n\niii.\n\nProvide a workplace in which diverse human resources can play an active role\n\nORIX Group has created a series of valuable new businesses by bringing together diverse talent and engaging in ongoing discussions across organizational boundaries. Sustainable business growth requires a workplace in which diverse human resources can play an active role as the basis for instilling core values and enhancing core capabilities. We therefore accept people with diverse backgrounds and values, regardless of gender, nationality, or age, and are committed to maintaining a workplace in which employees can work in their own way with peace of mind. To quantitatively assess the quality of the workplace environment, we monitor the “Engagement Score”: a comprehensive indicator that measures both employee motivation and ease of working.\n\n \n\n(b)\n\nSpecific Initiatives and Achievements\n\n \n\ni.\n\nPromoting Diversity, Equity & Inclusion\n\nWe promote various initiatives to support flexible working styles and ensure that employees feel motivated to work, fostering an inclusive and respectful environment for our diverse workforce. ORIX also focuses on recruiting mid-career employees and conducting overseas hiring for new graduates outside of Japan.\n\nCreating a work environment where employees can work healthily and with peace of mind\n\nIn line with a policy of developing a wide range of options so that each employee can combine and utilize personnel systems according to their situation, we are promoting flexible working styles by establishing telecommuting systems, a super flextime system (flextime system without core working hours), an hourly paid leave system, introducing flexible seating arrangements, satellite offices and well-equipped mobile work environments.\n\nWomen’s success in the workplace and creating an environment that supports work-life balance and shared parenting\n\nTaking the lead in women’s active participation in the workplace from a very early stage, ORIX began recruiting female university graduates for comprehensive work positions in 1982 before the enforcement of Japan’s Equal Employment Opportunity Law in 1986. To enable individuals to build their careers regardless of gender and participate in decision-making processes, we create a pipeline for future female leaders. We offer mentoring programs with department heads at the managerial level and facilitate external exchanges through cross-industry study groups. Additionally, in our selective training programs, we ensure equal opportunities by striving to align the gender ratio of participants with that of our workforce. We visualize the pipeline in collaboration with officers responsible for each division and the HR department, promoting the appointment of qualified individuals to management roles and providing appropriate job assignments based on their motivation and abilities to support their career development.\n\nIn addition, as part of our efforts to support women’s success in the workplace, we offer work-life balance seminars in which couples can participate and promote childcare leave for men. We are also committed to\n\n \n\n27\n\n##### Table of Contents\n\ncreating an environment that supports dual-income and shared parenting. Furthermore, we are actively working to raise awareness among all employees about the importance of creating a workplace where diverse talent, including women, can thrive.\n\nWe pursue initiatives to increase the ratio of female managers, which is one of our key goals of promoting active participation by employees. It is also an important benchmark for degree of participation in decision making and equal leadership opportunities of employees from diverse backgrounds.\n\nFor information on diversity-related metrics, see “Item 6. Directors, Senior Management and Employees—Employees—2.Employees—Indicators related to diversity.”\n\n \n\nii.\n\nHuman resource development and autonomous career development support\n\nORIX places great importance on knowledge and growth gained through business activities, considering them to be pillars of development. As a foundation to support these efforts, in addition to various training systems and self-development support systems, we have established a fair performance review and compensation scheme to increase employee motivation. By working to develop employee growth with responsibility and enhancing communication with employees, we invest in the future of our employees.\n\nAt the same time, ORIX supports the growth of employees by providing them with opportunities and an environment that enables them to make their own career choices by supplying practical information to help chart their mid- to long-term careers as well as opportunities to acquire skills in new fields. Specifically, through systems such as the internal intern program—where employees can work in a department of their choice for a designated period—and the career challenge program, which allows employees to directly appeal to a department to which they wish to transfer, ORIX allows employees to encounter and experience various work environments and jobs while remaining within the company. In addition to these, ORIX has established a career consultation service where employees can seek advice from qualified professionals both within and outside the company. These foster increased employee motivation, encourage active challenges, and support autonomous career development. Furthermore, the “Self-application system,” which allows employees to directly state to the human resources department where they wish to transfer, is available for all employees once a year, and is used by employees as a great opportunity to think about their own careers.\n\n3. Risk Management\n\nThe ORIX Group has achieved sustainable business growth by bringing together a diverse workforce and creating new business value through ongoing dialogue across organizational boundaries. We believe that fostering a workplace in which employees with diverse backgrounds can fully demonstrate their abilities, while enhancing employee motivation and ease of working, is essential to attracting, developing, and retaining talented human resources.\n\nTo identify risks related to human capital, employee perceptions and issues concerning the workplace environment, the ORIX Group conducts the ORIX Group Employee Engagement Survey on a regular basis. The survey results are analyzed by department and by theme, and are reported to management.\n\nIn addition, the status of succession readiness levels and potential successor candidates in each division is regularly shared among senior management. Through these discussions, we identify human capital-related issues necessary for the execution of management strategies and promote talent management from a medium- to long-term perspective.\n\n \n\n28\n\n##### Table of Contents\n\n4 Metrics and Goals\n\nTo realize the ORIX Group Purpose & Culture and enhance corporate value by maximizing the value of its human capital, ORIX has established key indicators for each of the three pillars of human capital as described in “2. Strategy (a) ORIX Group’s Human Capital Management,” and continuously monitors its progress.\n\nORIX Value Score(OVS)*1\n\nDegree of implementation of behaviors based on the ORIX Group Purpose & Culture\n\n \n\n \n  \nResults\n \n\n \n  \nYear ended March 31, 2024\n \n \nYear ended March 31, 2025\n \n \nYear ended March 31, 2026\n \n\nORIX Group\n\n  \n \n57\n% \n \n \n60\n% \n \n \n64\n% \n\nORIX Corporation\n\n  \n \n60\n% \n \n \n63\n% \n \n \n67\n% \n\nGroup companies worldwide\n\n  \n \n57\n% \n \n \n59\n% \n \n \n64\n% \n\n \n\n*1 \n\nThe percentage of employees who answered affirmatively (highest two points on a five-point scale) to the statement, “The ORIX Group Purpose & Culture is in practice in my workplace” in the annual company engagement survey.\n\nSuccession Readiness Ratio\n\nAverage number of employees who could serve as successor candidates per key business leadership role\n\n \n\nResults\n\nAs of October 31, 2024\n\n  \nAs of June 30, 2025\n\n2.3 people\n\n  \n2.5 people\n\nEngagement Score*2\n\nComprehensively measures employee motivation and work environment\n\n \n\n \n  \nResults\n \n\n \n  \nYear ended March 31, 2024\n \n \nYear ended March 31, 2025\n \n \nYear ended March 31, 2026\n \n\nORIX Group\n\n  \n \n62\n% \n \n \n65\n% \n \n \n67\n% \n\nORIX Corporation\n\n  \n \n73\n% \n \n \n76\n% \n \n \n78\n% \n\nGroup companies worldwide\n\n  \n \n61\n% \n \n \n64\n% \n \n \n66\n% \n\n \n\n*2 \n\nThe percentage of employees who answered affirmatively (highest two points on a five-point scale) to the question in the Group’s annual engagement survey, “Overall, how satisfied are you with your company at present?”\n\nPROFILE OF BUSINESS BY SEGMENT\n\nFor a discussion of the basis for the breakdown of segments, see Note 32 of “Item 18. Financial Statements.” The following table shows a breakdown of profits by segment for fiscal 2024, 2025 and 2026.\n\nSince April 1, 2024, the interest expense allocation method for each segment was changed to include a part of interest expenses in corporate profits (losses) in the reconciliation of segment profits to the condensed consolidated financial statement amounts. As a result, segment data for fiscal 2024 has been retrospectively reclassified.\n\n \n\n29\n\n##### Table of Contents\n\n \n  \nYears ended March 31,\n \n\n \n  \n2024\n \n \n2025\n \n \n2026\n \n\n \n  \n \n \n \n \n \n \n \n \n\n \n  \n(Millions of yen)\n \n\nCorporate Financial Services and Maintenance Leasing\n\n  \n¥\n83,244\n \n \n¥\n90,329\n \n \n¥\n100,740\n \n\nReal Estate\n\n  \n \n67,055\n \n \n \n70,541\n \n \n \n78,509\n \n\nPE Investment and Concession\n\n  \n \n43,967\n \n \n \n98,872\n \n \n \n125,611\n \n\nEnvironment and Energy\n\n  \n \n38,072\n \n \n \n(4,923\n) \n \n \n115,772\n \n\nInsurance\n\n  \n \n70,826\n \n \n \n74,399\n \n \n \n102,891\n \n\nBanking and Credit\n\n  \n \n97,353\n \n \n \n29,291\n \n \n \n27,212\n \n\nAircraft and Ships\n\n  \n \n44,366\n \n \n \n67,420\n \n \n \n66,608\n \n\nORIX USA\n\n  \n \n27,931\n \n \n \n39,915\n \n \n \n954\n \n\nORIX Europe\n\n  \n \n41,638\n \n \n \n44,373\n \n \n \n63,051\n \n\nAsia and Australia\n\n  \n \n47,069\n \n \n \n34,451\n \n \n \n51,249\n \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nTotal segment profits\n\n  \n \n561,521\n \n \n \n544,668\n \n \n \n732,597\n \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nDifference between segment total and consolidated amounts\n\n  \n \n(91,546\n) \n \n \n(64,205\n) \n \n \n(41,166\n) \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nTotal Consolidated Amounts\n\n  \n¥\n469,975\n \n \n¥\n480,463\n \n \n¥\n691,431\n \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nEach of our segments is briefly described below.\n\nBUSINESS SEGMENTS\n\nORIX Group organizes its businesses into ten segments to facilitate strategy formulation, resource allocation and portfolio balancing at the segment level. These ten business segments are: Corporate Financial Services and Maintenance Leasing, Real Estate, PE Investment and Concession, Environment and Energy, Insurance, Banking and Credit, Aircraft and Ships, ORIX USA, ORIX Europe, and Asia and Australia. Management believes that organizing our business into large, strategic units allows us to maximize our corporate value by identifying and cultivating strategic advantages vis-à-vis anticipated competitors in each area and by helping ORIX Group achieve competitive advantage overall.\n\nAn overview of operations, operating environment and operating strategy for each of the ten segments follows. However, the operating strategy of each business may change in the future due to macroeconomic and other developments, for example those relating to the heightened tensions and conflicts in the Middle East, the Russia-Ukraine conflict, supply chain issues and inflation, and the impact of market volatility and potential economic or geopolitical instability around the world.\n\nCorporate Financial Services and Maintenance Leasing\n\nThis segment consists of finance and fee business; leasing and rental of automobiles, electronic measuring instruments, and ICT-related equipment.\n\nIn corporate financial services, we are engaged in financial businesses with a focus on profitability, and fee businesses by providing life insurance and real estate brokerage 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 possess an industry-leading number of fleets and provide one-stop access to a full range of automobile services. In the rental business operated by ORIX Rentec Corporation, we are not only providing electronic measuring instruments, ICT-related equipment and power transformers lending, but we are also developing new services relating to robots, 3D printing, etc.\n\n \n\n30\n\n##### Table of Contents\n\nReal Estate\n\nThis segment consists of real estate development, rental and management, facility operation, and real estate asset management.\n\nWe are promoting portfolio rebalancing by taking advantage of favorable market conditions, while also making carefully selected investments in real estate projects based on thorough assessments of profitability and risk, in light of rising construction costs and other external factors. To stabilize our earnings base, we are developing businesses that are less susceptible to real estate market fluctuations, such as asset management, housing-related businesses focused on residential condominium development, and the operation of hotels and Japanese inns. From an operational perspective, we are working to strengthen the entire value chain by improving efficiency and service quality, including the use of digital transformation.\n\nPE Investment and Concession\n\nThis segment consists of private equity investment and concession.\n\nIn the private equity business, we aim to enhance the corporate value of investees and to earn sustainable gains on sales through rebalancing our portfolio. We are expanding investments in our focus industries and, in addition to rollups starting from existing investees, we seek to capture investment opportunities arising from business succession needs due to the absence of a successor, as well as carve-outs and take-private transactions as part of corporate restructurings. We also seek diversified investment methods. In the concession business, we aim to strengthen our operations in the three airports in Kansai (Kansai International Airport, Osaka International Airport and Kobe Airport), and proactively engage in the operation of public infrastructures other than airports.\n\nEnvironment and Energy\n\nThis segment consists of domestic and overseas renewable energy, electric power retailing, ESCO services, sales of solar panels, and recycling and waste management.\n\nWe aim to increase services revenue as a comprehensive energy service provider by promoting our renewable energy business and electric power retailing business. In our solar power generation business, we have owned and operated one of the largest solar power capacities in total in Japan. We intend to accelerate our renewable energy business overseas by utilizing the expertise we have gained in the domestic market. In the recycling and waste management business, we are making new investments in facilities with the aim of further expansion of business.\n\nInsurance\n\nThis segment consists of life insurance.\n\nIn the life insurance business, we sell life insurance through agents, banks and other financial institutions, face-to-face sales through our own consulting services, and online sales. With a core policy in product development to promptly provide products that meet the diverse and evolving needs of our customers, we have constantly expanded the product lineup and aim to increase corporate value. In addition, we are aiming to improve investment returns by expanding investments in high-yield assets, including alternative assets, and by flexibly reallocating our investment portfolio.\n\n \n\n31\n\n##### Table of Contents\n\nBanking and Credit\n\nThis segment consists of banking and consumer finance.\n\nIn the banking business, we aim to improve profitability by expanding the scope of our merchant banking operations in addition to the origination of real estate investment loans, which remains the core of our banking business. In the consumer finance business, we aim to enhance our personal financial services by forming joint ventures with companies that have a strong customer and business base.\n\nAircraft and Ships\n\nThis segment consists of aircraft investment and management, and ship-related finance and investment, maritime asset management and ship brokerage.\n\nIn the aircraft-related business, we are focusing on a wide range of profit opportunities, including operating leases of owned aircraft, sale of aircraft to investors, and asset management services for aircraft owned by domestic and overseas investors. We aim for medium- and long-term growth by further enhancing our presence in the global aircraft-leasing market through various initiatives, including mutually complementary relationships with Avolon. In the ship-related business, we are promoting asset replacement based on market conditions, while expanding fee income through investment arrangements for domestic corporate investors, ship asset management, and ship brokerage, as well as expanding our business scope by leveraging capital and business alliances.\n\nORIX USA\n\nThis segment consists of finance, investment, asset management, and advisory services.\n\nORIX Corporation USA has been strategically expanding its business domains and developing a diverse range of businesses, including corporate finance, bond investment, real estate finance, and private equity investment. In addition, by managing third-party off-balance sheet assets, we are working to appropriately control asset size and secure stable fee income, while aiming to improve capital efficiency and achieve sustainable profit growth.\n\nORIX Europe\n\nThis segment consists of asset management of global equity and fixed income.\n\nIn this segment we are engaged in the asset management business through investments in stocks, bonds, etc. In addition to the focus on expanding the existing businesses by leveraging our expertise as a pioneer in sustainable investment, we are working to increase assets under management and enhance profitability through initiatives such as broadening our lineup of active ETFs and offering white-label products. We are also engaged in capturing a wide range of business opportunities including M&A as the strategic business location of ORIX Group in Europe.\n\nAsia and Australia\n\nThis segment consists of finance and investment businesses in Asia and Australia.\n\nOur overseas subsidiaries are primarily engaged in financial services such as leasing and lending across Asian countries and Australia and also invest in private equity in Asian countries, particularly in China. We will further enhance the functions of our overseas subsidiaries and invest in targeted markets in order to expand our business with an emphasis on profitability.\n\n \n\n32\n\n##### Table of Contents\n\nDIVISIONS, MAJOR SUBSIDIARIES AND AFFILIATES\n\nA list of major subsidiaries and affiliates can be found in Exhibit 8.1.\n\nCAPITAL PRINCIPAL EXPENDITURES AND DIVESTITURES\n\nWe are a financial services company with significant leasing, lending, real estate development and other operations based on investment in tangible assets. As such, we are continually acquiring and developing such assets as part of our business. A detailed discussion of these activities is presented elsewhere in this annual report, including in other parts of “Item 4. Information on the Company” and in “Item 5. Operating and Financial Review and Prospects.”\n\nIn general, we seek to expand and deepen our product and service offerings and enhance our financial performance through acquisitions of businesses or assets. We continually review acquisition opportunities, and selectively pursue such opportunities. We have in the past deployed a significant amount of capital for acquisition activities and expect to continue to make investments, on a selective basis. For a discussion of certain of our past acquisitions, see “Item 4. Information on the Company—Corporate History.”\n\nPROPERTY, PLANT AND EQUIPMENT\n\nAs our primary business is to provide various financial services to our clients, we do not own any material factories or facilities that manufacture products. We have no plans to build any factories that manufacture products.\n\nThe following table shows the book values of the primary facilities we own, which include three office buildings and a hotel.\n\n \n\n \n  \nAs of March 31, 2026\n \n\n \n  \nBook Value*1\n \n  \nLand Space*2\n \n\n \n  \n(Millions of yen)\n \n  \n(Thousands of m²)\n \n\nOffice building (Tachikawa, Tokyo)\n\n  \n¥\n8,057\n \n  \n \n2\n \n\nOffice building (Shiba, Minato-ku, Tokyo)\n\n  \n \n30,734\n \n  \n \n2\n \n\nOffice building (Osaka, Osaka)\n\n  \n \n8,668\n \n  \n \n2\n \n\nHotel (Beppu, Oita)*3\n\n  \n \n50,135\n \n  \n \n166\n \n\n \n\n*1 \n\nRight-of-use assets (hereinafter, “ROU assets”) are included in the book value.\n\n*2 \n\nLand space is provided only for those facilities where we own the land.\n\n*3 \n\nBook value of hotel (Beppu, Oita) includes advances for property under facility operations of ¥21 million.\n\nOur operations are generally conducted in leased office space in cities throughout Japan and in other countries in which we operate. We believe our leased office space is suitable and adequate for our needs. We utilize, or expect to utilize in the near future, substantially all of our leased office space.\n\nWe own office buildings, apartment buildings and recreational facilities for our employees and others with an aggregate book value of ¥203,169 million as of March 31, 2026.\n\nAs of March 31, 2026, the acquisition cost of equipment we held for operating leases amounted to ¥3,074,066 million, consisting of ¥1,987,797 million of transportation equipment, ¥523,388 million of measuring and information-related equipment, ¥461,203 million of real estate and ¥101,678 million of others, before accumulated depreciation. Accumulated depreciation on equipment held for operating leases was\n\n \n\n33\n\n##### Table of Contents\n\n¥1,033,293 million. We also recognized ¥69,030 million of ROU assets of operating leases, ¥44,415 million of accrued rental receivables and ¥(1,398) million of allowance for doubtful receivables on operating leases as of the same date.\n\nAs of March 31, 2026, we have no plans for construction of significant new office facilities, property under facility operations and operating lease equipment and property.\n\nSEASONALITY\n\nOur business is not materially affected by seasonality.\n\nRAW MATERIALS\n\nOur business does not materially depend on the supply of raw materials.\n\nPATENTS, LICENSES AND CONTRACTS\n\nOur business and profitability are not materially dependent on any patents or licenses, industrial, commercial or financial contracts, or new manufacturing processes.\n\nBUSINESS REGULATION\n\nORIX and its group companies in Japan are incorporated under, and our corporate activities are primarily governed by, the Companies Act and other Japanese laws. However, because certain of ORIX’s group companies are organized in jurisdictions other than Japan, and ORIX and its group companies are involved in diverse businesses, joint ventures and acquisitions in overseas jurisdictions, including in the United States, Europe, Asia and Oceania, we are subject to various laws and regulations in each jurisdiction in which they are organized or operate, including, but not limited to, regulations relating to corporate governance, business and investment approvals, competition, anti-corruption, anti-money laundering and terrorism financing, consumer and business taxation, foreign exchange controls, intellectual property and personal information protection. In recent years, there has been an increasing number of laws and regulations on competition, anti-corruption, anti-money laundering and terrorism financing, and personal data protection that can apply directly to business activities taking place outside of the jurisdiction that enacted such law or regulation (extraterritorial application). Given the need for ORIX and its group companies to deal with the laws and regulations of multiple countries on each legal topic, there has been a tendency for costs to increase as a result of the increasing number of laws and regulations that need to be assessed. In addition, there is an increasing number of cases where significant fines and penalties have been imposed for violations of such laws and regulations. For example, fines for violations of the European Union’s General Data Protection Regulation can be up to 4% of total global turnover and fines for violations of the U.S. Foreign Corrupt Practices Act can be up to twice the benefit sought, in addition to penalties such as disgorgement of profits and prejudgment interest.\n\nThe next section describes the main laws and regulations applicable to each of our business segments.\n\n1. Corporate Financial Services and Maintenance Leasing\n\nORIX and certain of our group companies are engaged in the moneylending business in Japan. The Moneylending Business Act requires that all companies engaged in moneylending business register with the Prime Minister or the relevant prefectural governors. Moneylenders permitted to register are regulated by the\n\n \n\n34\n\n##### Table of Contents\n\nFinancial Services Agency (“FSA”), and are required to file various notifications and provide documents such as their annual business reports. Further, moneylenders are required to comply with applicable laws and to establish an internal management system to ensure the appropriate management of money lending operations. These obligations are supervised by the FSA. Accordingly, pursuant to the Moneylending Business Act, ORIX and certain of our group companies have registered with the Prime Minister or various prefectural governors, established the necessary internal systems, and provide the necessary reporting and notification to the FSA. The FSA has the power to issue business improvement orders, suspend all or part of a money lender’s activities, or to revoke the registration of a moneylender that has violated the law, depending on the severity of the violation.\n\nCertain businesses conducted by ORIX and our group companies are governed by the Financial Instruments and Exchange Act. The act was established to regulate activities such as the issuance, sale and purchase of stocks and other securities in order to protect investors and facilitate finance, and requires that any person conducting such activities register with the Prime Minister as a “financial instruments traders.” Financial instruments traders are divided among four classifications depending on the type of business: (1) Type I Financial Instruments Business (2) Type II Financial Instruments Business, (3) Investment Management Business, and (4) Investment Advisory and Agency Business, and companies in the Corporate Financial Services and Maintenance Leasing segment conducting such activities are registered with the Prime Minister as Type II Financial Instruments Business. Registered financial instruments traders are obligated to establish an internal management system to ensure compliance with relevant laws and regulations and appropriate management of its business, as well as to provide and deliver material information and explain risks to their customers. The relevant supervisory authority, the FSA, monitors registered financial instruments traders and has the power to order improvement of a business, or suspension of a part or the whole of a business, or to revoke the registration of such a trader that has violated the law, depending on the severity of the violation:\n\nWhile the ORIX Group includes a life insurance company engaged in the insurance business, ORIX and certain of our group companies are also separately registered with the Prime Minister as insurance agencies for life insurance and/or non-life insurance and are subject to Insurance Business Act. As insurance agencies, the companies are obligated to establish certain systems and provide and deliver material information and explain risks to their customers. In the event an insurance agency violates such obligations, the FSA has the power to order improvement of a business, or suspension of a part or the whole of a business, or to revoke the registration of the insurance agency that has violated the law, depending on the severity of the violation. For information on regulations applicable to our insurance business other than our insurance agencies, see “—5. Insurance” below.\n\nLeasing and rental businesses generally do not require registration or licenses. However, the renting of automobiles (operation of a car rental business) and car-sharing business is subject to licensing by the Minister of the Ministry of Land, Infrastructure Transport and Tourism (“MLIT”). In addition, the leasing or renting of some types of goods may require compliance with regulations that specify reporting or notification obligations based on certain characteristics of the goods.\n\n2. Real Estate\n\nThere are various regulations that apply to real estate activities. Certain of our group companies have obtained Construction Business Licenses from MLIT for constructing buildings and conducting interior finishing work. Furthermore, ORIX and certain of our group companies, including ORIX Real Estate Corporation and DAIKYO, are required to be licensed by MLIT or relevant prefectural governors under the Building Lots and Buildings Transaction Business Act to engage in activities such as the buying and selling land and buildings in Japan, and their operations are regulated by such laws, including the maintenance of registered real estate transaction managers on staff and the duty to provide and deliver material information to counterparties.\n\nIn addition, lodging facilities, such as Japanese inns and hotels, operated by ORIX Hotel Management Corporation have licenses from relevant prefectural governors under the Inns and Hotels Act, etc.\n\n \n\n35\n\n##### Table of Contents\n\nORIX’s wholly owned subsidiaries ORIX Asset Management Corporation (“OAM”) and ORIX Real Estate Investment Advisors Corporation (“ORIA”) are each registered with the Prime Minister under the Financial Instruments and Exchange Act as an investment manager and regulated by the FSA. ORIA is also registered to engage in the Type II Financial Instruments Business and the Investment Advisory and Agency Business. Under the Financial Instruments and Exchange Act, any entity possessing voting rights in an investment manager at or above a specified threshold is considered a major shareholder and must report its shareholding to the Prime Minister. ORIX has filed such report as a major shareholder of OAM and ORIA.\n\n3. PE Investment and Concession\n\nORIX conducts investment activities in a broad range of fields without regard for the specific industry. Due to this, we are subject to a wide variety of regulations, including those that are applicable to our investment activities and those that apply due to the type of business conducted by our investees. ORIX is generally less directly involved in the management of its investees in comparison to group companies in other segments, but it is necessary for us to pay attention to regulations that apply to our investees so that we can monitor their management.\n\n4. Environment and Energy\n\nThe businesses that comprise our renewable energy business, such as our solar power generation business, are subject to and must comply with various requirements and regulations in the jurisdictions where they operate, including the Electricity Business Act, Environmental Impact Assessment Act and Act on Special Measures Concerning Procurement of Electricity from Renewable Energy Sources by Electricity Utilities in Japan and similar laws and regulations in other jurisdictions, when setting up a power generation facility, including business notification requirements, regulations relating to the facility location, and other various regulations, such as those designed to protect the environment and visual landscape and ensure safety from the perspective of disaster prevention.\n\n5. Insurance\n\nIn order to engage in the life insurance business, ORIX Life Insurance has obtained and maintains a license from the Prime Minister under the Insurance Business Act. The relevant supervisory authority, the FSA, has the power to conduct broad supervision and guidance of the life insurance industry and to issue business improvement orders, suspend all or part of an insurance company’s activities, or to revoke the license of an insurance company that has violated the law or that has been determined to have an insufficient internal management system, depending on the severity of the violation or insufficiency. It is also generally necessary to receive FSA approval for the sale of new products and to revise pricing terms for existing products.\n\nAny entity attempting to acquire voting rights in an insurance company at or above a specified threshold must receive permission from the Prime Minister in accordance with the Insurance Business Act. ORIX has received such permission as a major shareholder of ORIX Life Insurance.\n\n6. Banking and Credit\n\nORIX Bank is licensed by the Prime Minister to engage in the banking and trust business and is regulated under the Banking Act and the Act on Engagement in Trust Business by Financial Institutions. The Banking Act governs the general banking business and the Act on Engagement in Trust Business by Financial Institutions and the Trust Business Act govern the trust business. A bank must establish a system for the protection of customers’ interests, which is supervised by the FSA.\n\nIn addition, any entity that attempts to obtain voting rights in a bank at or above a specified threshold must receive permission from the Prime Minister in accordance with the Banking Act. ORIX has received such permission as a major shareholder of ORIX Bank.\n\n \n\n36\n\n##### Table of Contents\n\n7. Aircraft and Ships\n\nThe business of leasing aircraft and ships generally does not require a license, however it is necessary to register the ownership of aircraft and ships. In most jurisdictions, the lessee under an aircraft lease is responsible for registering the aircraft, while the lessor under a ship lease registers the ship with the appropriate flag state. In the case of ship leases, there are certain regulations that we must comply with because they apply directly not just to the lessee but also the lessor, such as environmental regulations.\n\n8. ORIX USA\n\nCertain of our businesses in our ORIX USA segment are subject to extensive regulation in the United States. Certain subsidiaries of ORIX Corporation USA manage private investments, collateralized loan obligations and separately managed accounts and are registered as investment advisers with the SEC under the U.S. Investment Advisers Act of 1940, as amended (“Advisers Act”) and are subject to the requirements and regulations of the Advisers Act. Such requirements relate to, among other things, fiduciary duties to advisory clients, maintaining an effective compliance program and code of ethics, operational and marketing requirements, recordkeeping and reporting requirements, disclosure obligations and general anti-fraud prohibitions.\n\nLument Securities, a wholly owned subsidiary of ORIX Corporation USA, through which we conduct an investment banking, private placement and municipal securities business, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”). Lument Securities is also a municipal securities dealer registered with the SEC and the Municipal Securities Rulemaking Board (“MSRB”), and hence is subject to regulation and oversight by the MSRB. Hilco Corporate Finance, a majority-owned subsidiary of ORIX Corporation USA, conducts investment banking and private placement services, and is registered as a broker-dealer with the SEC and is a member of FINRA. Lument Securities is registered as a broker-dealer in 53 U.S. jurisdictions,and Hilco Corporate Finance is registered as a broker-dealer in 24 U.S. jurisdictions, and as a result both are members of and subject to regulation by FINRA, a self-regulatory organization subject to oversight by the SEC that adopts and enforces rules governing the conduct, and examines the activities, of its member firms. State securities regulators also have regulatory oversight authority over Lument Securities and Hilco Corporate Finance. Broker-dealers are subject to regulations that cover all aspects of the securities business, including, among others, the implementation of a supervisory control system over the securities business, advertising and sales practices, conduct of and compensation in connection with public securities offerings, maintenance of adequate net capital, record keeping and the conduct and qualifications of employees.\n\nBy virtue of their involvement in the multifamily and seniors housing mortgage lending business, Lument and its mortgage company subsidiaries must comply with rules and regulations administered by the Government National Mortgage Association, the Federal National Mortgage Association, the Department of Housing and Urban Development/Federal Housing Administration, the United States Department of Agriculture, and the Federal Home Loan Mortgage Corporation.\n\nHilco Receivables, LLC, a majority-owned subsidiary of ORIX Corporation USA, is licensed in various U.S. states in connection with the purchase of consumer-purpose and business-purpose loans, and is subject to various state compliance regulations, including, among others, maintenance of surety bonds and adequate net capital, record keeping and business conduct.\n\nCertain of ORIX Corporation USA’s subsidiaries are licensed California Finance Lenders.\n\nBoston Financial Investment Management, LP (“Boston Financial”), a subsidiary of ORIX Corporation USA, is a provider of syndication services as well as asset and portfolio management in the U.S. Low Income Housing Tax Credit (“LIHTC”) industry in connection with financing for the construction and rehabilitation of affordable housing. As the beneficiary of tax credits and often other subsidy and loan programs, a LIHTC\n\n \n\n37\n\n##### Table of Contents\n\nproperty is typically regulated at the U.S. federal, state, and local levels. Further, day-to-day responsibility of the property resides with a third party property level general partner, who in addition to directing the agent that manages the property, has responsibility for compliance with applicable laws and regulations. As the general partner of the investment fund which invests as a limited partner in the property level partnership, Boston Financial monitors such compliance on behalf of the fund. In addition to LIHTC, certain Boston Financial sponsored investment funds invest in affordable housing with a social sustainability focus. These investments share a similar structure to the LIHTC investments, but do not involve tax credits.\n\nAmerican Community Capital, LLC, a wholly owned subsidiary of Boston Financial, is certified as a Community Development Financial Institution (“CDFI”) eligible to serve a national low-income targeted population by the U.S. Department of the Treasury’s Community Development Financial Institutions Fund and is required to submit annual filings with the U.S. Department of Treasury to maintain its CDFI designation.\n\n9. ORIX Europe\n\nCertain of our businesses in our ORIX Europe segment, which includes entities and businesses that are organized in or operating in jurisdictions outside of Europe, are subject to extensive regulation in various jurisdictions across Europe, the United States and Asia.\n\nDutch-regulated subsidiaries of OCE are subject to European financial supervisory regulation, including, amongst others and as the case may be, the Alternative Investment Fund Managers Directive, the Undertakings for Collective Investment in Transferable Securities (“UCITS”) Directive, the Markets in Financial Instruments Directive, the European Market Infrastructure Regulation, the Market Abuse Regulation, the 5th Anti-Money Laundering Directive, the Benchmark Regulation, the Securities Financing Transactions Regulation and the Shareholder Rights Directive II. A Swiss regulated subsidiary of OCE is subject to the Swiss equivalent of these financial supervisory regulations (such as the Federal Act on Collective Investment Schemes, the Federal Ordinance on Collective Investment Schemes, the FINMA Collective Investment Schemes Ordinance, the Financial Services Act, the Financial Institutions Act, the Anti-Money Laundering Act, the Anti-Money Laundering Ordinance, the FINMA Anti-Money Laundering Ordinance). UK-regulated subsidiaries of OCE are subject to the UK Financial Conduct Authority (“FCA”), including, as the case may be, applicable provisions of the FCA Handbook. U.S.-regulated subsidiaries of OCE are subject to regulation, primarily at the federal level, by, as the case may be, the SEC, Department of Labor, Federal Reserve, Office of the Comptroller of the Currency, FINRA, National Futures Association (“NFA”), Department of Justice, Commodity Futures Trading Commission (“CFTC”) and New Hampshire Banking Department (“NHBD”), as well as being subject to the Advisers Act.\n\nRobeco Institutional Asset Management B.V. (“RIAM”), a subsidiary of OCE and part of the Robeco group, is registered as an alternative investment fund manager (“AIFM”) and fund manager of UCITS in the Netherlands and regulated by the Dutch Authority for the Financial Markets (“AFM”) and the Dutch Central Bank (“DNB”). RIAM is also licensed and registered with regulators in other jurisdictions, including those in Canada, China, India, Korea and Singapore. Furthermore, RIAM has branches and representative offices worldwide, including in Dubai, Germany, Spain and Italy, each of which either benefits from RIAM’s European passport or is subject to regulatory supervision by local regulators.\n\nCertain other subsidiaries of OCE located across Europe, the United States and Asia that are affiliated with the Robeco group are registered, licensed or approved, as the case may be, by regulators in the jurisdictions in which they operate and subject to local regulations regarding their businesses. Such regulators include the Swiss Financial Market Supervisory Authority (“FINMA”), AFM, FCA, SEC, Securities & Futures Commission of Hong Kong, Financial Services Commission of Korea (“FSC”), Australian Securities and Investments Commission and Monetary Authority of Singapore.\n\n \n\n38\n\n##### Table of Contents\n\nTranstrend B.V., a wholly owned subsidiary of OCE that offers asset management and commodity trading advisory services, is registered as an AIFM in the Netherlands and regulated by the AFM and DNB. Transtrend is also registered with the NFA, regulated by the CFTC and licensed by the China Securities Regulatory Commission.\n\nBoston Partners Global Investors, Inc. (“Boston Partners”) is a subsidiary of OCE and registered with the SEC as an investment adviser. Boston Partners is also a member of the NFA and is registered as a commodity pool operator and as a commodity trading adviser with the CFTC. Furthermore, Boston Partners is registered with the FSC. Certain subsidiaries of Boston Partners located in the United States and the United Kingdom are also registered with the SEC, New Hampshire Banking Department (“NHBD”), FINRA, the Ontario Securities Commission (“OSC”) and the FCA.\n\nHarbor Capital Advisors, Inc. (“Harbor”) is a subsidiary of OCE and is registered with the SEC as an investment adviser. Harbor is also a member of the NFA and is registered as a commodity pool operator with the CFTC. Certain subsidiaries of Harbor are registered with the SEC, NHBD and a member of FINRA.\n\nGravis Capital Management Ltd (“Gravis”), a subsidiary of OCE, is a UK asset manager and is authorized as a full-scope UK AIFM by the FCA. A subsidiary of Gravis is also authorized by the FCA.\n\n10. Asia and Australia\n\nOur group companies in our Asia and Australia segment are subject to the laws and regulations of the various jurisdictions across Asia and Oceania in which they operate. Many of the businesses are also subject to oversight by regulatory authorities in those jurisdictions due to the industries in which they operate, particularly those businesses that offer of financial services, such as leasing, lending and banking. Regulatory authorities in these jurisdictions have authority with respect to financial services and can grant, suspend or cancel licenses or registrations that are necessary for our businesses to conduct certain of their operations.\n\nAmong group companies in the segment, ORIX Asia Limited is registered with the Hong Kong Monetary Authority as a restricted license bank. A wholly owned subsidiary of ORIX Leasing Malaysia Berhad has a money lending license from the Malaysia Ministry of Housing and Local Government, and is registered with Bank Negara Malaysia. PT. ORIX Indonesia Finance has a financial institution business license and is regulated by the Indonesia Financial Services Authority. ORIX Australia Corporation Limited is registered with the Australian Prudential Regulation Authority as a registered finance corporation. ORIX Capital Korea Corporation is registered with the Korea Financial Supervisory Service as a specialized credit finance business company."}