What the changes say
- WLFC added debt, customer concentration, key person, and fund valuation risks, while updating WEST vehicle portfolio references.
What changed since the prior 10-K
New
- NewRisks Related to Our Capital Structure
Our level of indebtedness and significant debt service obligations could adversely affect our financial condition or our ability to fulfill our obligations, including the notes, and make it more difficult for us to fund our operations
As of December 31, 2025, we carried $2.7 billion in debt and $350.0 million in credit facility availability.
- NewRisks Related to Our Competition and Corporate Structure
We experience risks related to customer concentration
In 2025, one customer generated approximately 13% of our lease rent revenue and represented 15% of total receivables.
- NewRisks Related to Our Competition and Corporate Structure
Our business might suffer if we were to lose the services of certain key employees
The loss of our Executive Chairman or other key employees with specialized industry knowledge could harm our business.
- NewRisks Related to Our Investment Fund Partnerships
Valuations for the investment fund partnerships are inherently uncertain and are not an indicator for actual realizations
Uncertain valuations of illiquid investments in two unconsolidated partnerships could fluctuate and impact our carried interest and financial results.
Reworded
- 41% rewrittenRisks Related to Our Competition and Corporate Structure
We are effectively controlled by one principal stockholder who has the power to contest the outcome of most matters submitted to the stockholders for approval and to affect our stock prices adversely if he were to sell substantial amounts of his common stock
Updated share ownership for Executive Chairman Charles F. Willis, IV to 3,075,576 shares representing approximately 40% of common stock as of December 31, 2025.
- 36% rewrittenRisks Related to Our Foreign Operations
We operate globally and are affected by our customers’ local and regional economic and other risks
Maintained identical text regarding regional airline customer exposure and low-cost carrier pressures in the Asia-Pacific and European regions.
- 27% rewrittenRisks Related to Our Competition and Corporate Structure
Substantially all of our assets are pledged to our creditors
Updated asset pledge disclosures and bankruptcy remote structures to include WEST VIII and WEST IX while removing WEST IV.
- 24% rewrittenRisks Related to Our Competition and Corporate Structure
We are the servicer and administrative agent for the WEST III, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX facilities and the servicer agent for WWFL, and our cash flows would be materially and adversely affected if we were removed from these positions
Updated servicing and administrative agent agreements and noteholder removal provisions to include WEST VIII and WEST IX while removing WEST IV.
Was: We are the servicer and administrative agent for the WEST III, WEST IV, WEST V, WEST VI, and WEST VII facilities and the servicer agent for WWFL, and our cash flows would be materially and adversely affected if we were removed from these positions
All 43 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Operations
- 01We are affected by the risks faced by commercial aircraft operators and MROs because they are our customers
- 02Our operating results vary and comparisons to results for preceding periods may not be meaningful
- 03Civil aviation regulation
- 04Scrutiny of the airline industry and its potential negative impacts on the environment may result in decreased demand for air travel, which may in turn cause lessees to default on their lease payment obligations to us which would negatively affect our financial condition, cash flow and results of operations
- 05We are subject to governmental regulation and our failure to comply with these regulations could cause the government to withdraw or revoke our authorizations and approvals to do business and could subject us to penalties and sanctions that could harm our business
- 06Failure to comply with anti-corruption laws, trade controls, economic sanctions and similar laws and regulations could subject us to penalties and other adverse consequences
- 07Our aircraft, engines or parts could cause bodily injury or property damage, exposing us to liability claims
- 08Our lessees enjoy favorable accounting and tax treatment generally by using operating leases. Changes in tax laws or accounting principles that make operating leases less attractive to our lessees could have a material adverse effect on demand for our leases and on our business
- 09We may not be adequately covered by insurance
- 10Natural disasters, public health emergencies, and other business disruptions could cause significant harm to our customer base, which may materially adversely affect our business, results of operations, and financial condition
- 11Cyberattacks or other information security breaches could adversely affect our business, operating results and financial condition
Risks Related to Our Aviation Assets
- 12The value and lease rates of our engines and aircraft could decline
- 13Upon termination of a lease, we may be unable to enter into new leases or sell the affected aviation equipment on acceptable terms
- 14Although leases of engines account for most of our revenue, leases of aircraft expose us to greater risks than leases of engines and these risks could materially impact our financial condition and results of operations
- 15We carry the risk of maintenance for our leased assets. Our maintenance reserves may be inadequate or lessees may default on their obligations to perform maintenance, which could increase our expenses
- 16Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft and our ability to re-lease the engines and aircraft in a timely manner following termination of the leases
- 17The advent of superior engine and aircraft technology and higher production levels could cause our existing portfolio of aviation equipment to become outdated and therefore less desirable
- 18Our customers face intense competition and some carriers are in troubled financial condition
- 19We may not be able to repossess an engine or aircraft when the lessee defaults, and even if we are able to repossess the engine or aircraft, we may have to expend significant funds in the repossession, remarketing and leasing of the asset
Risks Related to Our Capital Structure
- 20Our level of indebtedness and significant debt service obligations could adversely affect our financial condition or our ability to fulfill our obligations, including the notes, and make it more difficult for us to fund our operationsNew
- 21Our future growth and profitability will depend on our ability to acquire aviation equipment and make other strategic investments. As a result, our inability to obtain sufficient capital to finance these acquisitions would constrain our ability to grow our portfolio and to increase our revenues
- 22Our financing facilities impose restrictions on our operations
- 23We are exposed to interest rate risk on our leases, which could have a negative impact on our margins
- 24An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our profitability
- 25We have risks in managing our portfolio of engines to meet customer needs
- 26Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due
- 27Inflation may adversely affect us by increasing costs beyond what we can recover through price increases
Risks Related to The Common Stock Trading Price
- 28The Company’s common stock trading price may be affected by numerous factors that may impose a financial risk on the Company’s stockholders
Risks Related to Our Foreign Operations
- 29A substantial portion of our lease revenue comes from foreign customers, subjecting us to divergent regulatory requirements
- 30We operate globally and are affected by our customers’ local and regional economic and other risks36% rewritten
- 31We may not be able to enforce our rights as a creditor if a lessee files for bankruptcy outside of the U.S
- 32Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft
- 33In certain countries, an engine affixed to an aircraft may become an accession to the aircraft and we may not be able to exercise our ownership rights over the engine
- 34Changes to trade policy, tariff, sanction and import/export regulations may have a material adverse effect on our business, financial condition and results of operations
Risks Related to Our Competition and Corporate Structure
- 35Intense competition in our industry, particularly with major companies with substantially greater financial, personnel, marketing and other resources, could cause our revenues and business to suffer
- 36Substantially all of our assets are pledged to our creditors27% rewritten
- 37We experience risks related to customer concentrationNew
- 38We may be unable to manage the expansion of our operations
- 39We are effectively controlled by one principal stockholder who has the power to contest the outcome of most matters submitted to the stockholders for approval and to affect our stock prices adversely if he were to sell substantial amounts of his common stock41% rewritten
- 40Our business might suffer if we were to lose the services of certain key employeesNew
- 41We are the servicer and administrative agent for the WEST III, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX facilities and the servicer agent for WWFL, and our cash flows would be materially and adversely affected if we were removed from these positions24% rewritten
- 42Certain provisions of law, our amended certificate of incorporation, bylaws and amended rights agreement could make the following more difficult: (1) an acquisition of us by means of a tender offer, a proxy contest or otherwise, and (2) the removal of incumbent officers and directors
Risks Related to Our Investment Fund Partnerships
- 43Valuations for the investment fund partnerships are inherently uncertain and are not an indicator for actual realizationsNew
Other Willis Lease Finance 10-Ks
- FY2024 10-K risk factors39 risks
WLFC relies heavily on debt financing and credit facilities that encumber substantially all of its assets. The company operates in a capital-intensive global market facing intense competition and regulatory scrutiny.
Filed Mar 11, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.