ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter "ITOCHU") announced today that it has decided to participate in the joint management of Aviation Capital Group LLC (hereinafter "ACG"), one of the world’s leading aircraft leasing companies based in the United States. ITOCHU will participate in investment in ACG through the acquisition of a 50% equity interest in TC Skyward Aviation U.S., Inc., which is wholly owned by Tokyo Century Corporation (headquartered in Chuo-ku, Tokyo; Koji Fujiwara, President & CEO, Representative Director; hereinafter "Tokyo Century"), ITOCHU's strategic partner. In connection with this transaction, ITOCHU and Tokyo Century have agreed that ACG will transition to a joint management structure.

The total acquisition cost is expected to be approximately US$1,946 million. In addition, in connection with ACG’s recapitalization, ITOCHU will subscribe for 10.0 billion yen of Bond-Type Class Shares to be issued by Tokyo Century, with the aim of strengthening Tokyo Century's financial base and further deepening the medium- to long-term relationship between the two companies. These procedures are subject to approvals and permits from the relevant authorities and other customary conditions. The subscription for the Bond-Type Class Shares is expected to be completed during the second quarter of FY2026, and ITOCHU’s participation in investment in ACG is expected to be completed during the third quarter of FY2026.

ITOCHU expects the aircraft leasing market to continue expanding, supported by medium- to long-term growth in air passenger demand. Accordingly, ITOCHU positions its aerospace business as a priority growth area and aims to strengthen its presence in this field through participation in the joint management of ACG. Established in 1989, ACG is one of the world's leading aircraft leasing companies, with a high-quality aircraft portfolio centered on new-generation aircraft. ACG currently ranks ninth globally in terms of the number of aircraft owned and managed and leases aircraft to 90 airlines in 50 countries worldwide. ACG’s key strengths include its business scale, high-quality aircraft portfolio and proven track record.
Through its investment in ACG and the establishment of a joint management structure with Tokyo Century, ITOCHU will position ACG as a core platform for its strategically important aerospace business. ITOCHU will seek to further enhance ACG’s managed aircraft portfolio and expand its business scale, with the aim of enhancing ACG’s position in the global aircraft leasing industry and establishing a new earnings platform.

ITOCHU has long been engaged in the aerospace business, conducting in-house functions ranging from aircraft procurement and lease origination to aircraft sales and management. ITOCHU has also expanded its business into the aftermarket area, including aircraft parts sales and aircraft maintenance. Through these initiatives, ITOCHU has built a broad value chain ranging from aircraft procurement to sales to investors and has promoted end-to-end aircraft trading.
ITOCHU currently conducts aircraft and engine leasing businesses for airlines around the world, with more than 90 aircraft and engines under lease. In 2025, as part of its business expansion, ITOCHU established IC Aero Co., Ltd., a company specializing in aircraft leasing in Japan, thereby strengthening its business foundation. ITOCHU is also expanding its global business through its participation in the management of Sirius Aviation Capital Holdings Limited, an aviation investment manager that invests in and manages mid-life aircraft on operating lease to airline customers globally, with operations in Abu Dhabi and Ireland. In the aftermarket area, ITOCHU invested in Killick Aerospace Limited of Ireland in 2024 and has been working to expand used aircraft parts and OEM distributor businesses.

Through these initiatives, ITOCHU will use ACG, the world's ninth-largest aircraft lessor, as an aircraft asset platform and will expand its integrated aircraft value chain business, starting with the high-growth aircraft leasing business, into a new earnings pillar. This value chain will encompass mid-life aircraft trading, engine and parts sales, maintenance, repair and overhaul (MRO), and investments in aircraft-related businesses.

ITOCHU will leverage the aircraft value chains of Tokyo Century and ACG to accelerate initiatives in the following areas and further strengthen its presence in the aviation industry.
・Strengthening and expanding sales through collaboration in aircraft trading for domestic customers
・Expanding aircraft sales options in the mid-life aircraft market by leveraging ITOCHU’s market presence
・Creating earnings opportunities throughout the aircraft life cycle by utilizing the networks of the respective companies

ITOCHU has advanced collaboration with Tokyo Century in a wide range of fields, including ZAXIS Finance (finance for construction machinery in North America), ITOCHU TC Construction Machinery, Isuzu Finance of America (a sales finance company for Isuzu vehicles in the North American market), PT Hexa Finance Indonesia (finance for construction machinery in Indonesia), and Overland Capital Partners (a North American renewable energy fund). In addition to participating in the joint management of ACG, ITOCHU will subscribe for 10.0 billion yen of Bond-Type Class Shares to be issued by Tokyo Century. This subscription is a strategic initiative in connection with ACG’s recapitalization that will strengthen Tokyo Century's equity capital and financial base and support the two companies' joint management structure from a capital perspective.
Through these measures, ITOCHU will further deepen its strategic partnership with Tokyo Century and establish a medium- to long-term earnings base in the aircraft value chain business, thereby contributing to the sustainable enhancement of corporate value.

Please refer to the timely disclosure for further details. ( https://www.itochu.co.jp/en/files/20260803_E_2.pdf )