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Strategic Acquisition of Robeco Group
February 19, 2013
ORIX Corporation
Copyright © 2013 ORIX Corporation All rights reserved.
Disclaimer
 These materials have been prepared by ORIX Corporation (“ORIX” or the “Company”) solely for your information and are
subject to change without notice. The information contained in these materials has not been independently verified and its
accuracy is not guaranteed. No representations, warranties or undertakings, express or implied, are made as to, and no
reliance should be p
placed on, the accuracy,
y fairness, or completeness,
p
or correctness of the information or the opinions
p
presented or contained in these materials.
 These materials contain forward-looking statements that reflect the Company’s intent, belief and current expectations
about future events and financial results. These statements can be recognized by the use of words such as “expects,”
“plans,” “will,” “estimates,” “projects,” “intends,” or words of similar meaning. These forward-looking statements are not
guarantees off future
f
performance.
f
They are based on a number off assumptions about the Company’s
C
operations and are
subject to risks, uncertainties and other factors beyond the Company’s control. Accordingly, actual results may differ
materially from these forward-looking statements. Factors that could cause such differences include, but are not limited to,
those described under “Risk Factors” in the Company’s most recent annual report on Form 20-F filed with the U.S.
Securities and Exchange Commission and under “Business Risk” of the securities report (yukashouken houkokusho) filed
with the Director of the kanto local Finance Bureau.
 Some of the financial information in these materials is unaudited.
 The Company believes that it will be considered a “passive foreign investment company” for United States Federal income
tax purpose in the year to which these consolidated financial results relate and for the foreseeable future by reason of the
composition of its assets and the nature of its income. A U.S. holder of the shares or ADSs of the Company is therefore
subject to special rules generally intended to eliminate any benefits from the deferral of U.S. Federal income tax that a
holder could derive from investing in a foreign corporation that does not distribute all of its earnings on a current basis.
Investors should consult their tax advisors with respect to such rules, which are summarized in the Company’s annual
report.
report
 Nothing in this document shall be considered as an offer to sell or solicitation of an offer to buy any security, commodity or
other instrument, including securities issued by the Company or any affiliate thereof.
1
Table of Contents
I.
Overview
II. Characteristics of Robeco
III Strategic
III.
St t i Objectives
Obj ti
IV. Conclusions
Co c us o s
Roderick Munsters,
Chief Executive Officer, Robeco Group
Appendix
2
Overview
 €1,935mm1 for approx. 90.01% equity stake in Robeco
Strategic
St
t i
Acquisition
g
company
p y with a strong
g brand and p
proven
 Asset management
track record of attractive returns
 Robeco continues to demonstrate high profitability and robust
global AUM growth
Accelerate
Growth
G
th and
d
Expansion
 Further accelerate “Finance ＋ Services”
 Further
F th expansion
i off global
l b lb
business
i
ffoundation
d ti
 Significant contribution to Net Income, ROE and ROA
 Rabobank owns ORIX’s stock of €150mm
Strategic Alliance
with Rabobank
1
 Rabobank retains 9.99% equity stake in Robeco
 Robeco keeps existing collaborative relationships with
Rabobank
Sale and Purchase Agreement, it is agreed that additional consideration will be paid in cash in accordance with performance of Robeco’s subsidiaries during each of the fiscal
years from FY2013 (after the transaction is completed) to FY2015.
3
Characteristics of Robeco
1
Robust AUM Growth and
Strong
g Business Foundation
2
Well-diversified
Well
diversified Business Portfolio
3
Excellent Management Team and
High Profitability
4
Robust AUM Growth and Strong Business Foundation
 With more than 80-year history, Robeco boasts both a strong brand and a robust customer base
 Consistently strong net flow momentum and recent flow pattern particularly strong
 Comes near Japanese #1 asset manager in AUM size
Institutional AUM
€189
Retail AUM
€142
€146
Net
Flows1
AUM1 (€
€bn)
€132
1
€103
€bn
% AUM
BoP
€98
€107
€111
€150
€150
€135
€111
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012¹
1
3
4
1
2
6
0
1
8
(3)
8
18
1%
3%
4%
1%
1%
4%
0%
1%
7%
(3)%
5%
12%
Figures in chart include Robeco Direct. €183bn of AUM for Robeco Group as of the end of 2012 excludes Robeco Direct savings account assets.
5
Well--Diversified Business Portfolio
Well
 Well-diversified asset class, investment style, customer base, and region
Robeco Group1
€183bn AUM
Rotterdam
Robeco Europe & ROW
Harbor Capital
Advisors (HCA)
Robeco Investment
Management (RIM)
€55bn AUM
Chicago
€17bn AUM
Boston
US mutual fund family
employing a manager
selection model
Best-in-class value
equity “manager”
€105bn AUM
Rotterdam
International institutional
asset manager with a
diverse capability
offering
Pacific
1%
Globally top 5
systematic trading
focused CTA manager
By Asset Class
Blended
12%
Europe
13%
Netherlands
42%
United States
41%
1Excluding
€6bn AUM
Rotterdam
Assets under Management2
By Client Domicile
Emerging Markets
3%
Transtrend
Fixed Income
& Money
Market
27%
Alternatives
6%
Equity
55%
Robeco Direct
2RobecoTotal
basis (including Robeco Direct). Asset figures as of December 31, 2012
6
Excellent Management team and High Profitability
 Robeco demonstrates high profitability
EBITDA
Net Income
ROE
16%
ROA
14%
320
300
12%
311
280
10%
200
8%
198
163
100
162
123
6%
RO
OE / ROA 1((%)
EBITDA
A / Net Inco
ome1 (€mm
m)
400
4%
2%
51
0
0%
FY2009
2009/12
FY2010
2010/12
FY2011
2011/12
FY2012
2012/12
¹ EBITDA, Net income, ROE and ROA are excluding Robeco Direct. Including estimates.
7
Strategic Objectives
1
Acquisition
q
of world’s leading
g AM Company
p y
2
Acceleration of “Finance
Finance + Services
Services”
3
Further Expansion of Global Business Foundation
4
Positive Financial Impact to ORIX
5
Strategic Alliance with Rabobank
8
Acceleration of “Finance + Services”
 Expect solid growth in service related revenues with acquisition of Robeco
(¥b )
(¥bn)
600.0
500.0
Interest related revenues
600.0
+
Service related revenues
500 0
500.0
Automobiles
400.0
400.0
Maintenance services
Vehicle management
300.0
300.0
Ships/Aircraft
200.0
200.0
Asset management
Ship/Aircraft investment
100.0
100.0
Real Estate Related
Facilities operation
0.0
Asset management
g
0.0
2010/3
2011/3
2012/3
2013/3
forecast
Future
* ”Base Revenues” = Base profit before deduction of SGA
- Interest related revenues: Includes direct finance leases, interest on loans and investment securities, equity in net
income (loss) of affiliates, etc.
- Service related revenues: Includes operating leases, life insurance premiums and related investment income, other
operating revenues
revenues, etc
etc. (corresponding expenses have been deducted)
- Interest expense is divided according to the proportion of interest related assets and service related assets and
deducted from both revenues
Environment/Energy
Waste disposal and recycling
Solar power business
9
 Robeco is primarily active in Europe and the U.S.
 ORIX has a solid network across Asia, Middle East and Japan
 Accelerate global business expansion
Europe
Americas
ORIX Office
Robeco Office
Asia
Middle east
Japan
p
10
 Strategic Acquisition and Partnership results in positive impact to
ROA, ROE and EPS
10.0%
¥300
Net Income
¥300
ROE
7.7%
6.2%
Net Inco
ome (¥bn)
¥200
¥200
5.1%
110.0
¥100
3.0%
¥100
83.5
66.0
36.5
¥0
¥0
2010/3
2011/3
2012/3
2013/3
T
Target
t
Future
11
 Capital alliance with Rabobank
—Rabobank owns ORIX’s stock of €150mm
—Rabobank
Rabobank to retain approx
approx. 9
9.99%
99% equity stake in Robeco
 Robeco and Rabobank maintain collaborative relationship
12
Conclusions
1
Acquisition
q
of world’s leading
g AM Company
p y
2
Acceleration of “Finance
Finance + Services
Services”
3
4
5
13
Roderick Munsters,
Chief Executive Officer, Robeco Group
14
About Robeco Group
 With more than 80-year history, Robeco boasts both a strong brand and a robust customer base
 Consistently strong net flow momentum - positive net flows in 11 of last 12 years and recent flow
pattern particularly strong in 2011 and 2012
 Robeco has produced attractive investment performance for its clients
Institutional AUM
€189
Retail AUM
€142
€150
€146
AUM1 (€
€Bn)
€98
€107
Generic Products
((3-year)
y )
€150
€135
€132
€103
Summary Institutional
and Retail Investment
Performance2
€111
€111
Outperform
64%
Net
Flows1
Specialty Products
(3
(3-year)
)
€Bn
% AUM
BoP
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012¹
1
3
4
1
2
6
0
1
8
(3)
8
18
1%
3%
4%
1%
1%
4%
0%
1%
7%
(3)%
5%
12%
Outperform
65%
1
Figures in chart include Robeco Direct. €183bn of AUM for Robeco Group as of the end of 2012 excludes Robeco Direct savings account assets.
charts
c
a ts showing
s o
g%o
of Robeco
obeco G
Group
oup p
products
oducts tthat
at outpe
outperform
o ttheir
e be
benchmarks.
c a s Ge
Generally
ea yp
products
oducts without
t out a be
benchmark
c a o
or ttracking
ac g e
error
o a
are
e cclassified
ass ed as
specialty products and other products are classified as generic. Specialty products relative performance measured to reference index. Based on 50 generic products
and 65 specialty products as of 31 December 2012. Excludes products with AUM below $50mm.
2 The
e
15
About Robeco Group–
Group– snapshot

Established in 1929

Traditional asset classes (equity, fixed income, money markets)

Alternatives (private equity
equity, managed futures)

Pension solutions

Core investment capabilities complemented by a ring of
investment boutiques

Global leader in responsible investing

1 507 employees
1,507
l
iin 15 countries
t i across Europe,
E
the
th US and
d Asia
A i
16
About Robeco Group–
Group– results 2012

Record AuM: EUR 189bn (2011: EUR 150bn)

Record net new inflows: EUR 18.4bn ((2011: EUR 7.5Bn))

Net profit: EUR 197 million (2011: EUR 134 million)

65% of Robeco products outperformed their benchmark
Including Robeco Direct.
17
What are the next steps?

Informing clients and employees about the change of ownership
and confirming ORIX’s support for Robeco’s long term
commitment to serving clients

Set up a joint working group to develop a plan for the transfer and
the future operating model of the Dutch banking activities

Robeco will continue to operate in an autonomous way and
brands will be maintained

Further realize ORIX’s support for Robeco’s growth and explore
opportunities for enhancing strategy execution
18
Opportunities

Financially strong parent with global network, strong and
balanced funding structure and diversified business portfolio

ORIX is strongly committed to support the execution of Robeco
strategy 2010
2010-2014
2014 and exploring opportunities that fit well with
the Robeco strategy

Growth opportunities exist in the pension and asset
management market in Asia and Middle East where ORIX
possess an established network

Leverage the global network of ORIX
More opportunities to take Robeco and its businesses to next level:
excellent fit between ORIX and Robeco
19
Appendix:
20
Robeco AtAt-A-Glance (1/2)
Foundation
 1929
Headquarters
 Rotterdam, the Netherlands
Management
 CEO of Robeco Group: Roderick Munsters
Business
 Asset Management
# of Offices
 Headquarters,
12 Sales and Representative Offices, and
8 Investment Management and Sales Offices
# of Employees
 1,5071
# of Investment Professionals
 343
End of Period AUM2
Key Financials (FY2012)2
1
2
 €183bn as of December 31
31, 2012
— Consists of 53% institutional and 47% retail
 Net Fee Revenues (€mm):
609
 Total Revenues (€mm):
688
 Net Profit (€mm):
162
Total full time employees of Robeco Group. As of December 31, 2012.
Only figures related to asset management business (excluding Robeco Direct).
21
Robeco AtAt-A-Glance (2/2)
 Demonstrated attractive financial performances
– FY2011 EBITDA : €280mm (approx. ¥31.1bn1)
– FY2012 EBITDA : €311mm (approx
(approx. ¥32
¥32.0bn
0bn1)
– Basis Points of Average AUM remain in range of 35-40bps
Fiscal Years Ended December 31
FY2009
FY2010
FY2011
FY2012
127
142
143
183
7
(3)
8
20
7%
(2)%
5%
14%
398
512
565
609
35 bps
38 bps
40 bps
37 bps
Total Revenues (€mm)
468
658
634
688
EBITDA (€mm)
123
320
280
311
EBITDA Margin
26 %
49 %
44 %
45 %
Asset Under Management
End of Period AUM (€bn)
Net New Money (€bn)
NNM as % of BoP AUM
I
Income
Statement
St t
t
Net Fee Revenues (€mm)
Basis Points of Average AUM
Note: Only figures related to asset management business (excluding Robeco Direct).
Direct)
1 1EUR=111JPY for 2011 / 1EUR=103JPY for 2012.
22
Characteristics of Robeco Highly Independent and Specialized
 History proves any changes in shareholder structure will not prejudice Robeco’s competitive
strengths
 343 talented investment p
professionals across the firm allow Robeco to deliver world class researchdriven investment products
— No changes planned to the investment or management leadership or strategic plans of Robeco
Owns more than 80% of
Dutch market after take-over
of main rivals
1929
1953
1965
1974
1975


Rabobank becomes
50% owner of Robeco
Creation of Rorento,
Robeco’s 1st bond fund
1981
1995
1997
1998
1999
2000

JV with Canara Bank in India (49% stake)

Acquisition of remaining 51% stake in
Transtrend
Acquisition of 49% stake in Transtrend
Acquisition of Boston Partners
2001
2002
Acquisition of Weiss,
Peck & Greer
Establishment in the Netherlands;
creation of Robeco, first mutual
fund focused on global equity

Rabobank acquires full ownership of Robeco

Acquisition of Harbor Capital
2003
2006
2007
2010
2011
Acquisition of SAM
23
Robeco Europe & ROW
Company Information
Headquarters:
AUM (31
(31-Dec-2012):
Dec 2012):
Business Description
Rotterdam, Netherlands
€104 7bn
€104.7bn
Assets Under Management (€bn)
€ 104.7
€ 80.6
80 6
€ 81.3
81 3
 Widelyy diversified capability
p
y suite including
g
equity, fixed income, balanced, and alternative
strategies
 Geographies include Netherlands, Western
Europe,
p India, Middle East, and Asia Pacific
— Dutch centric with approx. 11-12%
institutional market share
 Differentiated products in low volatility
quantitative and sustainability space
€ 79.9
79 9
 Owns Corestone, Robeco SAM (both in
Switzerland) and Canara Robeco
— Corestone – third party manager selection
firm
— Robeco SAM – leading asset manager in
field of sustainability investing
— Canara Robeco – a JV between Canara
Bank (India) and Robeco, an indian asset
management company
2009
2010
2011
2012
 Experienced and long-tenured investment
professionals
p
24
Harbor Capital Advisors
Company Information
Headquarters:
AUM (31-Dec-2012):
(31 Dec 2012):
Chicago, US
€54 7bn
€54.7bn
 Leading mutual fund family with 25 years of
experience in manager selection
— 100% of AUM managed by third-party subadvisors such as Northern Cross LLC,
Jennison Associates LLC, PIMCO,
Shenkman Capital Management, Inc.
€ 54.7
€ 44.6
 Grown from 51st largest US mutual fund family
in 2002 to 29th in 2011 with 10 straight years of
positive net new flows
€ 44.6
€ 34.0
 Strong investment performance across largest
funds
— 96%1 of AUM rated 4 stars or higher by
Morningstar
— “Big Three” funds all produced top quintile
returns
t
versus peers over last
l t 5 years
2009
1
2010
2011
2012
As of September 30, 2012
25
Robeco Investment Management
Company Information
Headquarters:
Boston, USA
AUM (31-Dec-2012):
€17.4bn
€ 17.4
 Institutionally oriented US asset management
arm of Robeco offering equity and alternative
investments
 Robeco Boston Partners – Value equity
manager known for strong downside protection
founded in 1995 and acquired in 2002 (90% of
AUM)
 Robeco Weiss, Peck & Greer (“WPG”)–
Specialized core quantitative equity manager
acquired
i d iin 1998
 Robust AUM growth and positive net flows in
recent years
€ 12.1
€ 10.4
— European distribution relationships (~25%
( 25% of
AUM)
€ 7.7
 Demonstrated organizational stability and
management continuity
— Key investment professionals together since
1995
2009
2010
2011
2012
26
Transtrend
Company Information
Headquarters:
Rotterdam, Netherlands
AUM (31
(31-Dec-2012):
Dec 2012):
€6 1bn
€6.1bn
 Globally, a top 5 systematic trading focused
Commodity Trading Advisor (CTA)
 Strong culture of client focus and operational
excellence
 20+ year track record of attractive returns with
controlled downside
— Annualized return since inception of ~14%
€ 6.6
€ 6.1
€ 5.7
57
 Experienced and long-tenured investment
professionals
f
i
l
 Investment strategy highly diversified trading
across 440 markets
€ 4.6
 Diversified client base of ~400
400 investors and
potential to generate meaningful performance
fees
2009
2010
2011
2012
27
Capturing Growth in Asset Management Needs
 Global AM needs expected to further grow driven by growth of emerging markets and
global aging population
US Mutual Fund AUM Growth ($tr)
Eurozone & UK AUM Growth (€tr)
6.3%
€ 9.8
7.2%
€ 7.7
$ 13.3
$ 9.4
Asia1 AUM Growth ($tr)
2011
$4.3
2015E
10.0%
2010
2015E
$2 9
$2.9
Latin America2 AUM Growth ($tr)
$3.5
2011E
15.1%
2015E
Australia AUM Growth ($tr)
8.0%
CAGR (%)
$3.6
$2.6
2011E
$2.0
2011E
2015E
2015E
Sources: McKinsey & Co: The Asset Management Industry in 2015; E&Y: Eurozone & UK – Outlook for Financial Services (Autumn 2012 edition); Cerull quantitative update, global markets 2011;
Institutional asset management in Latin America. Data includes the total of retail AUM and retirement AUM, which is issued as a proxy for Institutional AUM given the lack of market
transparency
in
Figures h
have b
been adjusted
double
possible
t
i some jurisdictions.
j i di ti
Fi
dj t d tto avoid
id d
bl – counting
ti where
h
ibl
1 Asia includes China, Hong Kong, Japan, Korea, Taiwan and Singapore.
2 Latin America includes Chile, Mexico, Brazil, Colombia and Peru.
28
Financial Profile of ORIX
 FY2012 estimated Net Income is increased by yoy 32% to ¥110bn and estimated ROE
reaches 7.7%
g level
 ROA of Overseas Business remains at a high
【Consolidated Financials】
(¥ in bn)
N t IIncome
Net
ROE
Segment Assets
Segment Assets ROA
Total Assets
ROA
Fiscal Years Ended March 31
FY2010
¥36 5
¥36.5
FY2011
¥66 0
¥66.0
FY2012
¥83 5
¥83.5
FY2013 (E)
¥110 0
¥110.0
3.0%
5.1%
6.2%
7.7%
6,284.3
6,142.8
6,002.1
-
0.6%
1.1%
1.4%
1.8%
7 722 0
7,722.0
8 561 9
8,561.9
8 332 8
8,332.8
-
0.5%
0.8%
1.0%
-
ROA by Business Segment
Fiscal Years Ended March 31
FY2010
Corporate Financial Services
FY2012
FY2013
FY2013 YTD²
YTD1
-0.9%
0.6%
1.4%
1.7%
M i t
Maintenance
Leasing
L
i
2 4%
2.4%
3 0%
3.0%
3 9%
3.9%
3 9%
3.9%
Real Estate
0.0%
0.0%
0.1%
0.3%
-0.3%
1.5%
1.9%
6.2%
Retail
1.1%
0.8%
0.7%
1.5%
Overseas Business
2 4%
2.4%
2 9%
2.9%
3 0%
3.0%
2 7%
2.7%
Investment and Operation
１
FY2011
9 months 2012 YTD figures as of December 31, 2012.
29
Financial Profile of ORIX (2/2)
 Funding through both bank loans and cash on hand
 No equity financing raised via public markets for the transaction
Liquidity vs. Short-term Liabilities
(JPY Bn)
1,600
289%
1,400
148%
294%
Capital Status
350%
100%
300%
204%
1,200
250%
1 000
1,000
80%
200% 60%
800
150%
600
40%
100%
400
50%
200
0
0%
10.3
11.3
Available Commitment Line
CP
(2)
(1)
12.3
12.12
20%
0%
10.3
Cash and Cash Equivalents (1)
Current Redemptions（Bond, MTN）
(2)
11.3
Capital Employed
12.3
12.12
Capital Reserve
Liquidity Coverage Ratio
〔(1)÷(2)〕
30
ORIX’s Nationwide Network in Japan
 Leveraging existing ORIX’s nationwide network with 1,222 offices, ORIX will pursue to provide
Robeco’s specialized and value-added services/products to capture potential large needs in Japan
markets
 Investment Assets1 accounts for 11.8% of total Households Financial Assets in Japan, which is well
b l
below
that
h off 53.9%
3 9% off the
h US and
d 28
28.3%
3% off E
Europe
ORIX’s Nationwide Network (As of March 31, 2012)
【Comparison of Financial Assets
Held by Households】
¥1,510tr
($16.8tr2)
$53.6tr
€19.0tr
32.6 %
31 8 %
31.8
35.2 %
Hokkaido
54
14.3 %
Tohoku
36.4 %
76
55.6 %
53.9 %
Tokyo
28.3 %
11.8 %
Japan
Kinki
US
g
Chugoku
Investment Assets
Cash and deposits
Insurance/Pension Reserves and Others
Shikoku
Source: Research and Statistics Department,
Bank of Japan (as of December 2012)
1 Investment Assets includes equities,
q
, bonds and
investment trust beneficially certificates
2 1USD = 90JPY.
Kanto
Chubu
62
Kyushu/
Okinawa
147
139
Europe
232
284
35
193
31

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