Willis Lease Finance Corporation with its subsidiaries (“WLFC” or the “Company”) is a leading lessor and servicer of commercial aircraft and aircraft engines.
−Removed: Our principal business objective is to build value for our shareholders by acquiring commercial aircraft and engines and managing those assets in order to provide a return on investment, primarily through lease rent and maintenance reserve revenues, as well as through management fees earned for managing assets owned by other parties.
+Added: Our principal business objective is to build value for our shareholders by acquiring commercial aircraft and engines and managing those assets in order to provide a return on investment, primarily through lease rent and maintenance reserve revenues, as well as through management fees earned for managing assets owned by third parties.
As of December 31, 2025, we had $2,801.7 million of equipment held in our operating lease portfolio, $139.9 million of notes receivable, $30.6 million of maintenance rights, and $16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel and other leased parts and equipment with 69 lessees in 37 countries.
−Removed: In addition to our owned portfolio, as of December 31, 2024, we managed a total lease portfolio of 277 engines, aircraft and related equipment for other parties.
+Added: In addition to our owned portfolio, as of December 31, 2025, we managed 116 engines and related equipment for third parties.
Willis Aeronautical Services, Inc.
(“Willis Aero”) is a wholly-owned and vertically-integrated subsidiary whose primary focus is the sale of aircraft engine parts and materials through the acquisition or consignment of aircraft and engines.
−Removed: Willis Asset Management Limited (“Willis Asset Management”) is a wholly-owned and vertically-integrated subsidiary whose primary focus is the engine management and consulting business.
−Removed: Willis Asset Management had 225 engines, excluding WLFC engines, under management as of December 31, 2024.
We are a Delaware corporation, incorporated in 1998.
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Spare engines are required to support fleet operation during the highly regulated maintenance cycle of aircraft engines.
−Removed: Furthermore, unscheduled events such as mechanical failure, Federal Aviation Administration (“FAA”) airworthiness directives, or manufacturer-recommended actions for maintenance, repair and overhaul of engines result in the need for spare engines.
+Added: Furthermore, unscheduled events such as mechanical failure, aircraft utilization, Federal Aviation Administration (“FAA”) airworthiness directives, or manufacturer-recommended actions for maintenance, repair and overhaul of engines result in the need for spare engines.
Our engine portfolio primarily consists of noise-compliant Stage IV commercial jet engines manufactured by CFMI, General Electric, Pratt & Whitney, Rolls Royce, and International Aero Engines.
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We enter into sale and lease back transactions with operators of aircraft, original equipment manufacturers of engines, and MROs.
−Removed: We also purchase both new and used engines that are subject to a lease when purchased and on a speculative basis ( i.e.
−Removed: , without a lease attached from manufacturers or other parties which own such engines).
+Added: We also purchase both new and used engines that are subject to a lease when purchased, as well as some without a lease attached when purchased.
Total revenues from our Leasing and Related Operations reportable segment was 94.9% and 95.4% of the respective total consolidated revenue for the years ended December 31, 2025 and 2024, respectively.
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Future leases may provide for payments to be made in other foreign currencies.
−Removed: In 2024, we leased our equipment to lessees domiciled in eight geographic regions or countries.
+Added: In 2025, we leased our equipment to lessees domiciled in eight geographic regions.
Spare Parts Sales
Our wholly-owned and vertically-integrated subsidiary Willis Aero primarily engages in the sale of aircraft engine parts and materials through the acquisition or consignment of engines from third parties or from the leasing portfolio.
−Removed: This business segment enables us to provide end-of-life solutions for the growing supply of surplus aircraft and engines, as well as manage the full life cycle of our lease assets, enhance the returns on our engine portfolio, and create incremental value for our shareholders.
−Removed: INDUSTRY BACKGROUND - THE DEMAND FOR LEASED AIRCRAFT ENGINES
+Added: This business segment enables us to provide end-of-life solutions for the growing supply of surplus aircraft and engines, as well as manage the full life cycle of our lease assets, enhance the returns on our engine portfolio through our usage of used serviceable material, and create incremental value for our shareholders.
Historically, commercial aircraft operators owned rather than leased their spare engines.
−Removed: As engines become more powerful and technically sophisticated, they have also become more expensive to acquire and maintain.
+Added: As engines have grown in power and technological sophistication, they have also become more expensive to acquire and maintain.
In part due to cash constraints on commercial aircraft operators and the costs associated with engine ownership, commercial aircraft operators have become more cost-conscious and now utilize operating leases for a portion of their spare engines.
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• the number of spare engines an aircraft operator requires in order to ensure coverage for predicted and unscheduled removals.
−Removed: We believe that commercial aircraft operators are increasingly considering their spare engines as significant capital assets, in which operating or finance leases may be more attractive than the outright ownership of spare engines.
−Removed: Industry analysts have forecasted that the percentage of leased engines is likely to increase over the next 15 years as engine leasing follows the growth of aircraft leasing.
−Removed: We believe this is due to the increasing cost of newer engines, the anticipated modernization of the worldwide aircraft fleet and the significant cost associated therewith, and the emergence of new niche-focused airlines which generally use leasing in order to obtain their capital assets.
+Added: We believe that commercial aircraft operators are increasingly considering their spare engines as significant capital assets, in which operating or finance leases may be more attractive than the outright ownership of spare engines, regardless of whether or not financed.
+Added: We believe the percentage of leased engines is likely to increase as engine leasing follows the historical growth of aircraft leasing due to the increasing cost of newer engines, the anticipated modernization of the worldwide aircraft fleet and the significant cost associated therewith, and the emergence of new niche-focused airlines which generally use leasing in order to obtain their capital assets.
ENGINE LEASING
−Removed: As of December 31, 2024, the majority of our leases to air carriers, manufacturers and MROs were operating leases with the exception of certain failed sale-leaseback transactions classified as notes receivable under Accounting Standards Codification (“ASC”) 842 and investments in sales-type leases.
−Removed: Under operating leases, we retain the potential benefit and assume the risk of the residual value of the equipment, in contrast to finance leases in which the lessee has more of the potential benefits and risks of ownership.
+Added: As of December 31, 2025, the majority of our leases to air carriers, manufacturers and MROs were operating leases with the exception of certain failed sale-leaseback transactions classified as notes receivable under Accounting Standards Codification (“ASC”) 842, “Leases,” and investments in sales-type leases.
+Added: Under operating leases, we retain the potential benefit and assume the risk of the residual value of the equipment, in contrast to finance leases in which the lessee has the potential benefits and risks of ownership.
Operating leases allow commercial aircraft operators greater fleet and financial flexibility due to the relatively small initial capital outlay necessary to obtain use of the aircraft equipment and the availability of short-term and long-term leases to better meet their needs.
Operating lease rates are generally higher than finance lease rates, in part because of the lessor retained residual value risk.
−Removed: We describe our leases as “triple-net” operating leases.
−Removed: A triple-net operating lease requires the lessee to make the full lease payment and pay any other expenses associated with the use of the engines, such as maintenance, casualty and liability insurance, sales or use taxes and personal property taxes.
+Added: Our leases are “triple-net” operating leases, meaning the lease requires the lessee to make the full lease payment and pay any other expenses associated with the use of the engines, such as maintenance, casualty and liability insurance, sales or use taxes and personal property taxes.
The leases contain detailed provisions specifying the lessees’ responsibility for engine damage, maintenance standards, and the required condition of the engine upon return at the end of the lease.
During the term of the lease, we require the lessee to maintain the engine in accordance with an approved maintenance program designed to meet applicable regulatory requirements in the jurisdictions in which the lessee operates.
+Added: We periodically inspect our leased engines.
We enter into both long-term and short-term leases which typically provide for monthly payment.
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As of December 31, 2025 and 2024, 40% and 47%, respectively, of the Company’s leases by net book value were short-term leases.
−Removed: We try to mitigate risk where possible.
+Added: We have a robust risk management program.
For example, we analyze the credit risk associated with a lessee before entering into any significant lease transaction.
Our credit analysis generally consists of evaluating the prospective lessee’s financial standing by utilizing financial statements and trade and/or banking references.
−Removed: In certain circumstances, we may require our lessees to provide additional credit support, such as a letter of credit or a guaranty from a bank or a third party or a security deposit.
+Added: In certain circumstances, we may require our lessees to provide additional credit support, such as a letter of credit, a guaranty from a bank or a third party, or a security deposit.
We manage our interest rate risk through maintaining a balance of fixed and floating rate debt which allows us to limit our exposure to interest rate movements while also allowing us to benefit from low short-term interest rates.
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The maturity profile of the ABS term financings tend to better match the long-life characteristics of our long-life asset base.
−Removed: Furthermore, the Company also manages interest rate exposure through the purchasing of interest rate swaps which immunizes us from short-term rate movements that would influence the cost of our floating rate borrowings.
+Added: Furthermore, the Company also manages interest rate exposure through the purchasing of interest rate swaps which mitigates adverse short-term rate movements that would increase the cost of our floating rate borrowings.
At December 31, 2025 the Company had $2.0 billion of fixed-rate financing.
−Removed: We also evaluate insurance and expropriation risk and evaluate and monitor the political and legal climate of the country in which a particular lessee is located in order to determine our ability to repossess our engines should the need arise.
+Added: We also evaluate both insurance and expropriation risk and evaluate and monitor the political and legal climate of the country in which a particular lessee is located in order to determine our ability to repossess our engines should the need arise.
Despite these guidelines, we cannot give assurance that we will not experience collection problems or significant losses in the future.
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The security deposit is returned to the lessee after all lease return conditions have been met.
−Removed: As mentioned above, under the terms of some of our leases, during the term of the lease, the lessee pays amounts to us based on usage of the engine, which is referred to as maintenance reserves or use fees, which are designed to cover the expected future maintenance costs.
+Added: Under the terms of some of our leases, during the term of the lease, the lessee pays amounts to us based on usage of the asset, which is referred to as maintenance reserves or use fees, which are designed to cover the expected future maintenance costs.
For those leases in which the maintenance reserves are reimbursable to the lessee, maintenance reserves are collected and are reimbursed to the lessee when qualifying maintenance is performed.
−Removed: Under longer-term leases, to the extent that cumulative use fee billings are inadequate to fund expenditures required prior to return of the engine to us, the lessee is obligated to cover the shortfall.
+Added: Under longer-term leases, to the extent that cumulative use fee billings are inadequate to fund expenditures required prior to return of the asset to us, the lessee is obligated to cover the shortfall.
During the lease period, our leases require that maintenance and inspection of the leased engines be performed at qualified maintenance facilities certified by the FAA or its foreign equivalent.
−Removed: In addition, when an engine becomes off-lease, it undergoes inspection to verify compliance with lease return conditions.
−Removed: Our management believes that our attention to our lessees and our emphasis on maintenance and inspection helps preserve residual values and generally helps us to recover our investment in our leased engines.
−Removed: Upon termination of a lease, we will either enter into a new lease, sell, or part out (disassemble and sell the parts separately), the related engines or airframe.
−Removed: The demand for aftermarket engines for either sale or lease may be affected by a number of variables, including:
+Added: In addition, when an asset becomes off-lease, it undergoes inspection to verify compliance with lease return conditions.
+Added: Our management believes that our attention to our lessees and our emphasis on maintenance and inspection helps preserve residual values and generally helps us to recover our investment in our leased assets.
+Added: Upon termination of a lease, we will either enter into a new lease, overhaul, sell, or part out (disassemble and sell the parts separately), the related engines or airframe.
+Added: The demand for after-market engines for either sale or lease may be affected by a number of variables, including:
• general market conditions;
• regulatory changes (particularly those imposing environmental, maintenance, and other requirements on the operation of engines);
+Added: • changes in domestic and international trade policy;
• changes in demand for air travel;
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• changes in the supply and cost of aircraft equipment;
−Removed: • technological developments.
−Removed: The value of a particular used engine or airframe varies greatly depending upon its condition, the maintenance services performed during the lease term and, as applicable, the number of hours or cycles remaining until the next major maintenance interval.
−Removed: If we are unable to lease or sell engines on favorable terms, our financial results and our ability to service debt may be adversely affected.
−Removed: See “Risk Factors” below.
+Added: • technological developments in the industry.
The value of a particular model of engine is heavily dependent on the status of the types of aircraft on which it can be installed.
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However, the value of an engine begins to decline rapidly once the host aircraft is retired from service and/or parted out in significant numbers.
−Removed: Engine values also may decline because of manufacturing defects that surface subsequent to initial manufacture and deployment.
+Added: Engine values also may decline due to manufacturing defects that surface after initial manufacture and deployment.
+Added: The value of any particular used engine or airframe varies greatly depending upon its condition, the maintenance services performed during the lease term, and the number of hours or cycles remaining until the next major maintenance interval.
+Added: If we are unable to lease or sell engines on favorable terms, our financial results and our ability to service debt may be adversely affected.
+Added: See “Risk Factors” below.
As of December 31, 2025, we had $2,801.7 million of equipment held in our operating lease portfolio, $139.9 million of notes receivable, $30.6 million of maintenance rights, and $16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel and other leased parts and equipment.
As of December 31, 2024, we had $2,635.9 million of equipment held in our operating lease portfolio, $183.6 million of notes receivable, $31.1 million of maintenance rights, and $21.6 million of investments in sales-type leases, which represented 354 engines, 16 aircraft, one marine vessel and other leased parts and equipment.
−Removed: As of December 31, 2024, minimum future payments under non-cancelable operating leases were as follows:
+Added: As of December 31, 2025, minimum future payments due to the Company under non-cancelable operating leases were as follows:
Year (in thousands)
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Thereafter 16,640
−Removed: As of December 31, 2024, minimum future payments under non-cancelable notes receivable and investments in sales-type leases were as follows:
+Added: As of December 31, 2025, minimum future payments due to the Company under non-cancelable notes receivable and investments in sales-type leases were as follows:
Year (in thousands)
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Each partner holds a 50% interest in the joint venture.
−Removed: WMES owned a lease portfolio of 50 engines with a net book value of $328.9 million as of December 31, 2024.
+Added: WMES owned a lease portfolio of 65 engines, one aircraft, and other parts and equipment with a net book value of $575.3 million as of December 31, 2025.
Our investment in the joint venture was $78.9 million as of December 31, 2025.
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CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on meeting the fast-growing demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China.
−Removed: CASC Willis owned a lease portfolio of four engines with a net book value of $37.3 million as of December 31, 2024.
+Added: CASC Willis owned a lease portfolio of six engines with a net book value of $50.4 million as of December 31, 2025.
Our investment in the joint venture was $21.6 million as of December 31, 2025.
+Added: In 2025, we entered into an agreement with independent MRO (Maintenance, Repair and Overhaul) provider Global Engine Maintenance to create a joint venture named Willis Global Engine Testing (“WGET”) to build an engine test facility in West Palm Beach, Florida.
+Added: The Company has a 70% membership interest, and Global Engine Maintenance has a 30% membership interest.
+Added: WGET is a VIE that the Company is not the primary beneficiary of since the power to direct the activities that most significantly impact WGET’s economic performance is shared between the Company and Global Engine Maintenance.
+Added: The Company’s considerations in determining the VIE most significant activities and whether the Company has the power to direct those activities include, but are not limited to, the VIE’s purpose and design and the matters that require unanimous approval from both parties.
+Added: Accordingly, the Company does not consolidate WGET, and the Company uses the equity method in recording investment activity.
+Added: Our investment in the joint venture was $3.7 million as of December 31, 2025.
AIRCRAFT LEASING
−Removed: As of December 31, 2024, our operating lease portfolio included six ATR 72-500 aircraft, three Boeing 737-700 aircraft, two A319-100 aircraft, two A320-214 aircraft, one A320-200 aircraft, one A320-232 aircraft, and one A320-233 aircraft, with an aggregate net book value of $161.0 million.
−Removed: Our aircraft leases are “triple-net” leases, and the lessee is responsible for making the full lease payment and paying any other expenses associated with the use of the aircraft, such as maintenance, casualty and liability insurance, sales or use taxes and personal property taxes.
+Added: As of December 31, 2025, our operating lease portfolio included six ATR 72-500 aircraft, six Dash 8-400 aircraft, two A319-100 aircraft, two A320-214 aircraft, two A320-271N aircraft, one A320-200 aircraft, and one A320-233 aircraft, with an aggregate net book value of $219.4 million.
+Added: Like our engine leases, our aircraft leases are “triple-net” leases, where the lessee is responsible for making the full lease payment and paying any other expenses associated with the use of the aircraft, such as maintenance, casualty and liability insurance, sales or use taxes and personal property taxes.
In addition, the lessee is responsible for normal maintenance and repairs, and compliance with return conditions of flight equipment on lease.
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As of December 31, 2025, spare parts inventory had a carrying value of $56.6 million.
−Removed: ASSET MANAGEMENT
−Removed: Willis Asset Management is a wholly-owned and vertically-integrated subsidiary whose primary focus is the engine management and consulting business.
−Removed: Willis Asset Management had 225 engines, excluding WLFC engines, under management as of December 31, 2024.
The markets for our products and services are very competitive, and we face competition from a number of sources.
These competitors include aircraft engine and aircraft parts manufacturers, aircraft and aircraft engine lessors, airline and aircraft service and repair companies, and aircraft and aircraft engine spare parts distributors.
−Removed: Many of our competitors have substantially greater resources than us.
+Added: Many of our competitors have substantially greater resources than us, and some are part of larger organizations.
Those resources may include greater name recognition, larger product lines, complementary lines of business, greater financial, marketing, and information systems, and other resources.
−Removed: In addition, equipment manufacturers, aircraft maintenance providers, FAA certified repair facilities and other aviation aftermarket suppliers may vertically integrate into the markets that we serve, thereby significantly increasing industry competition and negatively impacting the Company.
+Added: In addition, equipment manufacturers, aircraft maintenance providers, FAA certified repair facilities and other aviation after-market suppliers may vertically integrate into the markets that we serve, thereby significantly increasing industry competition and negatively impacting the Company.
We can give no assurance that competitive pressures will not materially and adversely affect our business, financial condition, or results of operations.
−Removed: We compete primarily with aircraft engine manufacturers as well as with other aircraft engine lessors.
It is common for commercial aircraft operators and MROs to utilize several leasing companies to meet their aircraft engine needs and to minimize reliance on a single leasing company.
−Removed: Our competitors compete with us in many ways, including pricing, technical expertise, lease flexibility, engine availability, supply reliability, customer service, and the quality and condition of engines.
−Removed: Many of our competitors have greater financial resources than we have, or are affiliates of larger companies.
−Removed: We emphasize the quality of our portfolio of aircraft engines, supply reliability, and high level of customer service to our aircraft equipment lessees.
+Added: To distinguish ourselves, we emphasize the quality of our portfolio of aircraft engines, supply reliability, and high level of customer service to our aircraft equipment lessees.
We focus on ensuring adequate aircraft engine availability in high-demand locations, dedicate large portions of our organization to building relationships with lessees, maintain close day-to-day coordination with lessees, and have developed an engine pooling arrangement that allows pool members quick access to available spare aircraft engines.
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FINANCING/SOURCE OF FUNDS
−Removed: We, directly or through our Willis Engine Structured Trust III, IV, V, VI, and VII (“WEST III,” “WEST IV,” “WEST V,” “WEST VI,” and “WEST VII”) asset-backed securitizations, revolving credit facility, and senior secured warehouse credit facility, typically acquire engines with a combination of equity capital and funds borrowed from financial institutions.
−Removed: In May 2024, Willis Warehouse Facility (“WWFL”), a wholly-owned subsidiary of the Company, entered into a secured credit agreement for the new senior secured warehouse credit facility.
+Added: We, directly or through our Willis Engine Structured Trust III, V, VI, VII, VIII, and IX (“WEST III,” “WEST V,” “WEST VI,” “WEST VII,” “WEST VIII,” and “WEST IX”) asset-backed securitizations, revolving credit facility, and senior secured warehouse credit facility, typically acquire engines with a combination of equity capital and funds borrowed from financial institutions.
+Added: • The Company and its direct, wholly-owned subsidiary WEST VIII, closed WEST VIII’s offering of $596.0 million in aggregate principal amount of fixed rate notes.
+Added: • The Company and its direct, wholly-owned subsidiary WEST IX, closed WEST IX’s offering of $392.9 million in aggregate principal amount of fixed rate notes.
+Added: • The Company paid off both its WEST IV Series A and Series B 2018 term notes payable.
In order to facilitate financing and leasing of engines, most of our engines are generally owned through a statutory or common law trust that is wholly-owned by us or our subsidiaries.
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Additionally, for discrete financing purposes, we may enter into bi-lateral and preferred financing arrangements from time to time.
−Removed: As of December 31, 2024, we had a total of 447 employees, of which 445 are full-time employees (excluding consultants), in sales and marketing, technical service, and administration.
−Removed: None of our employees are covered by a collective bargaining agreement, and we believe our employee relations are satisfactory.
+Added: HUMAN CAPITAL MANAGEMENT
+Added: The Company’s human capital priorities are focused on attracting, developing, and retaining a skilled and engaged workforce to support its business strategy and long-term performance.
+Added: As of December 31, 2025, the Company employed a total of 475 employees worldwide across North America (United States and Canada), the United Kingdom, Europe, India, and Asia, working in sales and marketing, technical service, and administrative roles.
+Added: Of these employees, 467 were full-time (excluding consultants).
+Added: None of our employees are covered by a collective bargaining agreement, and we believe our employee relations are good.
+Added: Talent Attraction and Retention
+Added: The Company’s talent attraction and retention efforts are focused on hiring the right talent and retaining employees in critical roles necessary to support operational effectiveness and business continuity.
+Added: These efforts include initiatives aimed at reducing turnover in hourly operational positions.
+Added: In addition, the Company emphasizes succession planning for leadership and other key roles to support continuity, mitigate talent risk, and maintain organizational capability.
+Added: Leadership Development and Capability Building
+Added: The Company’s leadership development and capability-building efforts focus on ensuring that management practices, internal people processes, and organizational structures effectively support current operations and future growth.
+Added: Existing management training programs and onboarding frameworks are reviewed to assess their relevance, consistency, and alignment with business needs across roles and geographies.
+Added: These efforts are intended to strengthen leadership capability, support effective people management, and promote organizational clarity and accountability.
+Added: Culture, Engagement and Performance Practices
+Added: The Company emphasizes culture, engagement, and performance practices intended to support accountability, alignment, and employee engagement across the organization.
+Added: These practices include an annual global employee engagement survey used to gather feedback and inform leadership priorities, as well as a performance management process that incorporates annual goal setting and year-end performance reviews to assess progress and establish objectives for the following year.
+Added: The Company also maintains an annual incentive compensation program, under which bonus awards are based on company performance and individual contribution, reinforcing alignment between employee performance and business results.
+Added: Total Rewards and Well-Being
+Added: The Company’s total rewards and well-being strategy is designed to support the attraction, motivation, and retention of employees while aligning with business performance and market practices.
+Added: The Company periodically reviews compensation programs to assess market competitiveness and internal equity and provides opportunities for annual merit-based increases and annual incentive compensation.
+Added: In addition, the Company offers a benefits program that includes health and wellness resources, with wellness initiatives aimed at promoting employee well-being, education and supporting a productive workforce.
+Added: All these strategies combined are to ensure alignment with operational and growth objectives.
+Added: INVESTMENT FUND PARTNERSHIPS
+Added: In December 2025, the Company entered into a new investment fund partnership with Liberty Mutual Investments (“LMI”), the investment firm for Liberty Mutual Group.
+Added: The fund will invest up to $600 million in loan and loan-like engine financings and will be supported by a warehouse debt facility.
+Added: The Company has a General Partner interest through its equity investment in the fund but is not the majority holder.
+Added: LMI as the Limited Partner has substantive kick-out rights and can liquidate the fund upon a simple majority vote.
+Added: Per ASC 810, “Consolidation,” the fund is a Voting Interest Entity (“VOE”) that the Company does not consolidate.
+Added: In December 2025, the Company entered into a new investment fund partnership with Blackstone Credit & Insurance (“BXCI”) to invest in current and next generation aircraft engines.
+Added: The fund plans to deploy over $1 billion into target asset types.
+Added: The Company has a General Partner interest through its equity investment in the fund but is not the majority holder.
+Added: BXCI as the Limited Partner has substantive kick-out rights and can liquidate the fund upon a simple majority vote.
+Added: Per ASC 810, the fund is a VOE that the Company does not consolidate.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.