About ORIX

ORIX Corporation (ORIX) operates as a financial services company with leasing, lending, real estate development and other operations. Segments The company operates through ten segments: 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, Asia and Australia. Corporate Financial Services and Maintenance Leasing This segment consists of finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment. In corporate financial services, the company engages in leasing and lending businesses with a focus on profitability. The company also focuses on fee businesses by providing life insurance and environment and energy-related products and services to domestic small and medium-sized enterprise customers, as well as business succession support and M&A broking in domestic regions. In the rental business operated by ORIX Rentec Corporation, the company is providing electronic measuring instruments and ICT-related equipment lending and also developing new services relating to robots, drones, etc. On December 17, 2021, the company announced that it had agreed to sell all of the business of Yayoi Co., Ltd. (Yayoi), including Yayoi’s development, sales and support of business software and related services. The sale was completed on March 1, 2022. Real Estate This segment consists of real estate development, rental and management, facility operation, and real estate asset management. In its real estate business, the company aims to promote portfolio rebalancing by selling rental properties in favorable market conditions while investing in real estate development projects that can generate added value. The company is also expanding its asset management business, which is less affected by volatility in the real estate market, and its housing-related business with a focus on residential condominiums. The company’s real estate business also operates hotels and Japanese inns, and it aims to improve profitability by attracting customers in response to diversifying customer needs. In the future, the company will promote the innovation and the efficiency of its business through digital transformation, and develop businesses that take advantage of its strengths in a diverse value chain that includes real estate development and rental, asset management, facility operations, residential condominiums management, office building management, construction contracting, and real estate brokerage. PE Investment and Concession This segment consists of private equity investment, and concession. In the private equity business, the company aims to earn stable profits from investees and sustainable gains on sales through rebalancing its portfolio. The company aims to expand investment in focused industries and increase value through rollups and alliances with existing investees as a starting point. At the same time, the company seeks business opportunities created by changes in the industrial structure and explores diversified investment methods. In the concession business, the company aims to strengthen its operations in the three airports in Kansai (Kansai International Airport, Osaka International Airport and Kobe Airport), and proactively engages in the operation of public infrastructures other than airports. Environment and Energy This segment consists of domestic and overseas renewable energy, electric power retailing, ESCO services, the sale of solar panels and battery energy storage system, and recycling and waste management. In the environment and energy business, the company aims to increase services revenue as a comprehensive energy service provider by promoting its renewable energy business and electric power retailing business. In its solar power generation business, the company has owned and operated one of the largest solar power capacities in total in Japan. In the recycling and waste management business, the company is making new investments in facilities with the aim of further expansion of business. The company intends to accelerate its renewable energy business overseas by utilizing the expertise it has gained in the domestic market. Insurance This segment consists of life insurance. In the life insurance business, the company sells life insurance through agents, banks and other financial institutions, face-to-face sales through its own consulting services, and online sales. With simple-to-understand and providing reasonable guarantee at reasonable price as the concepts of product development, the company aims to expand the number of new life insurance contracts and increase life insurance premium income by constantly incorporating its customer needs while expanding the product lineup. Banking and Credit This segment consists of banking and consumer finance. In the banking business, the company aims to increase finance revenues mainly by origination of real estate investment loans, which is the core of its banking business. In the consumer finance business, the company aims to increase finance revenues by providing loans directly to its customers with its expertise in credit screening. The company also aims to increase guarantee fees income by expanding guarantees against loans disbursed by other financial institutions. In the mortgage bank business, the company aims to expand its market share by expanding its agency network and strengthening its product lineup. Aircraft and Ships This segment consists of aircraft leasing and management, and ship-related finance and investment. In the aircraft-related operations, the company focuses 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. The company aims for medium- and long-term growth by further enhancing its presence in the global aircraft-leasing market including through mutually complementary relationships with Avolon Holdings Limited (Avolon). In the ship-related business, the company flexibly replaces assets while closely monitoring the market environment, and aims to achieve goals, such as an increase of commission income by arranging investment in ships for domestic corporate investors. In the future, the company aims to expand its business by collaborating with excellent partners based on its expertise in finance and investment. ORIX USA This segment consists of finance, investment and asset management in the Americas. ORIX Corporation USA provides various types of finance services, such as corporate finance, real estate finance, private equity investment, and investment in bonds to the company’s clients in response to their needs. The company aims to expand, such asset businesses by making the most of its expertise in them. The company also engages in expanding the function of its asset management and servicing platform to increase stable fee revenues. ORIX Europe This segment consists of asset management of global equity and fixed income. Under OCE as the holding company, Robeco Institutional Asset Management B.V. (hereinafter, Robeco) and Transtrend B.V. headquartered in the Netherlands, Boston Partners Global Investors, Inc. and Harbor Capital Advisors, Inc. headquartered in the United States 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 the expertise of Robeco, a pioneer in sustainable investment, the company aims to increase assets under management with expanding products and investment strategies through M&A activities. ORIX Europe engages in capturing a wide range of business opportunities as the strategic business location of ORIX Group in Europe. Asia and Australia This segment consists of finance and investment businesses in Asia and Australia. The company’s overseas subsidiaries are well-versed in business practices and laws and regulations that vary from region to region, and primarily engages in financial services, such as leasing and lending. The company’s overseas subsidiaries also invest in private equity in Asian countries, particularly in China. Business Regulation ORIX and its group companies in Japan are incorporated under, and the company’s 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, the company is therefore 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). Certain businesses conducted by ORIX and the company’s 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, such as First Class Financial Instruments Exchange Business, Second Class Financial Instruments Exchange Business, Investment Management Business, and 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 Second Class Financial Instruments Exchange Businesses While the ORIX Group includes a life insurance company engaged in the insurance business, ORIX and certain of the company’s 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. Any 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. ORIX and certain of the company’s group companies, including ORIX Real Estate Corporation and DAIKYO INCORPORATED, are required to be licensed by the Ministry of Land, Infrastructure and Transport (MoLIT) 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. In 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. ORIX’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. 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. ORIA is registered with the Prime Minister under the Financial Instruments and Exchange Act to engage in the investment advisory and agency business and regulated by the Financial Services Agency (FSA). Certain of the company’s group companies have obtained Construction Business Licenses from the Ministry of Land, Infrastructure and Transport for constructing buildings and conducting interior finishing work. Furthermore, ORIX and certain of its group companies, including ORIX Real Estate Corporation and DAIKYO INCORPORATED (DAIKYO), are required to be licensed by the Ministry of Land, Infrastructure and Transport 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. The businesses that comprise the company’s renewable energy business, such as its 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. In 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. ORIX 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. ORIX has received such permission as a major shareholder of ORIX Bank. Certain of the company’s businesses in its ORIX USA segment are subject to extensive regulation in the United States and Brazil. 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 is subject to the requirements and regulations of the Advisers Act. Lument Securities, a wholly owned subsidiary of ORIX Corporation USA, through which the company conducts an investment banking, private placement and municipal securities business, is registered as a broker-dealer with the SEC and the Financial Industry Regulatory Authority (FINRA). Lument Securities is 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 SEC, the Financial Industry Regulatory Authority, and the Municipal Securities Rulemaking Board (MSRB). Lument Securities is registered as a broker-dealer in 53 states/U.S. jurisdictions, and as a result is a member of and is subject to regulation by the Financial Industry Regulatory Authority, 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. 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. By virtue of their involvement in the multifamily and seniors housing mortgage lending business, Lument Securities 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. Certain of ORIX Corporation USA’s subsidiaries are licensed California Finance Lenders. Boston Financial Investment Management, LP (BFIM), 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 Credits 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 Low-Income Housing Tax Credits property is typically regulated at the U.S. federal, state, and local levels. Day-to-day responsibility of the property resides with a third party 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 a limited partnership, Boston Financial Investment Management, LP monitors such compliance on behalf of the other limited partners. RB Capital S.A. (RB Capital), a majority-owned subsidiary of ORIX Corporation USA headquartered in Sao Paulo, is a Brazilian capital markets and asset management platform. RB Capital and its subsidiaries’ financial and investment activities are regulated by the Central Bank of Brazil and the Securities and Exchange Commission of Brazil; and RB Capital is a member of the Brazilian Financial and Capital Markets Association. Certain of the company’s businesses in its 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. Dutch subsidiaries of ORIX Corporation Europe N.V. (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. The U.K.-regulated subsidiaries of OCE are subject to the U.K. FCA Conduct of Business Sourcebook. the U.S. 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, the Financial Industry Regulatory Authority, 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. Robeco Institutional Asset Management B.V. (RIAM), a subsidiary of OCE, 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 has branches and representative offices worldwide, including in Dubai, Germany, Spain, Italy, and the United Kingdom, each of which either benefits from RIAM’s European passport or is subject to local regulatory supervision. Robeco Schweiz AG, a subsidiary of OCE, is authorized and regulated by the Swiss Financial Market Supervisory Authority (FINMA). Robeco Schweiz is subject to Swiss legislation, including amongst others and as the case may be, 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, the FINMA Circular 2018/3 on Outsourcing, the FINMA Circular 2013/8 on Market Conduct Rules, the FINMA Circular 2010/1 on Remuneration Principles, the Code of Conduct from the Asset Management Association Switzerland and their respective industry Guidelines. Certain 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 AFM, SEC, Securities & Futures Commission of Hong Kong, Financial Services Commission of Korea (FSC), Australian Securities and Investments Commission, Asset Management Association of China and Monetary Authority of Singapore. Transtrend 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 and regulated by the CFTC. Boston Partners Global Investors, Inc. (Boston Partners) is a subsidiary of OCE and registered with the U.S. Securities and Exchange Commission (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, and Guam Department of Revenue and Taxation. Certain subsidiaries of Boston Partners located in the United States and the United Kingdom are also registered with the SEC, NHBD, the Financial Industry Regulatory Authority (FINRA) and The U.K. Financial Conduct Authority (FCA). Harbor 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 the Financial Industry Regulatory Authority. Gravis Capital Management Limited (Gravis) is the U.K. asset manager and is authorized as a full-scope the U.K. AIFM by the FCA. OCE acquired 70% of the shares in Gravis in January 2021. Among 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. ORIX Asia Asset Management Co., Limited is registered with the Hong Kong Securities and Futures Commission as a licensed entity to carry on Type 1, 4 and 9 regulated activities. History The company was incorporated in 1950. It was formerly known as Orient Leasing Co., Ltd. and changed its name to ORIX Corporation in 1989.