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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-15 · 319 added, 319 removed, 1058 unchanged (38% of the section changed)

25 unchanged sentences

During the quarter ended December 31, 2024, none of the Company’s Section 16 officers or directors informed us of the adoption , modification, or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

2024 Annual Meeting of Stockholders Date

Our Board of Directors has set the date of the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) for May 22, 2024.

The 2024 Annual Meeting will be held virtually via live webcast, and the exact time will be specified in our Notice of 2024 Annual Meeting and related proxy statement for the 2024 Annual Meeting.

Because the date of the 2024 Annual Meeting has been advanced by more than 30 days from the first anniversary of our 2023 Annual Meeting of Stockholders, the Board of Directors has set a new deadline for the receipt of any stockholder proposals submitted for the 2024 Annual Meeting.

If a stockholder desires to present a proposal for inclusion in our proxy statement for the 2024 Annual Meeting, the proposal must be submitted in writing to us for receipt not later than April 1, 2024.

Additionally, to be included in our proxy materials, proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under the Exchange Act.

Stockholders who wish to raise a proposal or nomination for consideration at the 2024 Annual Meeting, but who do not wish to submit a proposal for inclusion in our proxy materials pursuant to Rule 14a-8, should comply with our bylaws and deliver to us a copy of their proposal no later than March 25, 2024.

A stockholder submission must include certain specified information concerning the proposal or nominee, as the case may be, as required by our bylaws, and information as to the stockholder’s ownership of our common stock.

In either case, proposals should be sent to Willis Lease Finance Corporation, 60 East Sir Francis Drake Boulevard, Suite 209, Larkspur, CA 94939, Attention:

Corporate Secretary.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

23 unchanged sentences

Number Description

3.1 Certificate of Incorporation, dated March 12, 1998, as amended by the Certificate of Amendment of Certificate of Incorporation, dated May 6, 1998 (incorporated by reference to Exhibit 3.1 to our report on Form 10-K filed on March 31, 2009).

3.2 Bylaws, dated April 18, 2001 as amended by (1) Amendment to Bylaws, dated November 13, 2001, (2) Amendment to Bylaws, dated December 16, 2008, (3) Amendment to Bylaws, dated September 28, 2010, (4) Amendment to Bylaws, dated August 5, 2013 (incorporated by reference to Exhibit 3.1 to our report on Form 8-K filed on August 9, 2013), and (5) Amendment to Bylaws, dated October 7, 2016 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on October 18, 2016).

4.1 Rights Agreement dated as of September 24, 1999, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to our report on Form 8-K filed on October 4, 1999).

3.1 Amended and Restated Certificate of Incorporation, dated March 12, 1998, as amended by the Certificate of Amendment of Certificate of Incorporation, dated April 28, 1998 and further amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated May 22, 2024.

4.1 Rights Agreement dated as of September 24, 1999, by and between the Registrant and American Stock Transfer and Trust C ompany, as Rights Agent (incorporated by reference to Exhibit 4.1 to our report on Form 8-K filed on October 4, 1999).

4.2 First Amendment to Rights Agreement dated as of November 30, 2000, by and between the registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on December 15, 2000).

4.3 Second Amendment to Rights Agreement dated as of December 15, 2005, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.5 to our report on Form 10-K filed on March 31, 2009).

1 unchanged sentence

4.4 Fourth Amendment to Rights Agreement dated August 27, 2018, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3.1 to our report on Form 10-K filed on March 12, 2020).

4.4 Form of Certificate of Designations of the Registrant with respect to the Series I Junior Participating Preferred Stock (formerly known as “Series A Junior Participating Preferred Stock”) (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed on March 31, 2009).

4.5 Form of Certificate of Designations of the Registrant with respect to the Series I Junior Participating Preferred Stock (forme rly known as “Series A Junior Participating Preferred Stock”) (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed on March 31, 2009).

4.6 Form of Amendment No.

1 to Certificate of Designations of the Registrant with respect to Series I Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.8 to our report on Form 10-K filed on March 31, 2009).

4.6 Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 25, 2017 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed on September 28, 2017).

4.7 Description of Securities (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed March 12, 2020).

1 to Certificate of Designations of the Registrant with respect to Series I Junior Participating Pref erred Stock (incorporated by reference to Exhibit 4.8 to our report on Form 10-K filed on March 31, 2009).

4.7 Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred S tock dated as of September 25, 2017 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed on September 28, 2017).

4.8 Description of Securities (incorporated by referenc e to Exhibit 4.7 to our report on Form 10-K filed March 12, 2020).

4.9 Certificate Eliminating Series I Junior Participating Preferred Stock of Willis Lease Finance Corporation dated as of October 7, 2016 (incorporated by reference to Exhibit 10.3 to our report on Form 8-K filed October 18, 2016).

4.10 First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock, dated as of September 28, 2023 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 28, 2023)

4.11 Third Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Preferred Stock, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed November 4, 2024).

10.1† Form of Indemnification Agreement entered into between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on October 1, 2010).

2 unchanged sentences

Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed on May 10, 2022).

10.4† Employment Agreement between the Registrant and Scott B.

10.4† Employment Agreement between th e Registrant and Scott B.

Flaherty dated May 20, 2016 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on May 25, 2016).

10.5† Employment Agreement between the Registrant and Dean M.

10.5† Employment Agreement between the Registrant and De an M.

Poulakidas dated March 31, 2013 (incorporated by reference to Exhibit 10.23 to our report on Form 8-K filed on June 19, 2013).

10.6* Trust Indenture dated as of September 14, 2012 among Willis Engine Securitization Trust II, Deutsche Bank Trust Company Americas, as trustee, the Registrant and Crédit Agricole Corporate and Investment Bank (incorporated by reference to Exhibit 10.14 to our report on Form 10-Q filed on November 9, 2012).

10.6* Trust Indenture dated as of September 14, 2012 among Willis Engine Securitization Trust II, Deutsche Bank Trust Company Americas, as trustee, the Registrant and Crédit Agricol e Corporate and Investment Bank (incorporated by reference to Exhibit 10.14 to our report on Form 10-Q filed on November 9, 2012).

10.7* Security Trust Agreement dated as of September 14, 2012 by and among Willis Engine Securitization Trust II, Willis Engine Securitization (Ireland) Limited, the Engine Trusts listed on Schedule V thereto, each of the additional grantors referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.15 to our report on Form 10-Q filed on November 9, 2012).

10.8* Note Purchase Agreement dated as of September 6, 2012 by and among Willis Engine Securitization Trust II, the Registrant, Credit Agricole Securities (USA) Inc.

10.8* Note Purchase Agreement dated as of September 6, 2012 by and among Willis Engine Securitization Trust II, the Registrant, Credit Agricole Secu rities (USA) Inc.

and Goldman, Sachs & Co.

(incorporated by reference to Exhibit 10.16 to our report on Form 10-Q filed on November 9, 2012).

10.9* Servicing Agreement dated as of September 17, 2012 between Willis Engine Securitization Trust II, the Registrant and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.17 to our report on Form 10-Q filed on November 9, 2012).

10.10* Administrative Agency Agreement dated as of September 17, 2012 among Willis Engine Securitization Trust II, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.18 to our report on Form 10-Q filed on November 9, 2012).

10.11* Third Amended and Restated Credit Agreement, dated as of April 20, 2016, among the Company, MUFG Union Bank, N.A.

as administrative agent and security agent, and certain other lenders and financial institutions named therein (incorporated by reference to Exhibit 10.15 to our report on Form 10-Q filed on August 16, 2016).

10.9* Servicing Agreement dated as of September 17, 2012 between Willis Engine Securitization Trust II, the Registrant and the entities listed on App endix A thereto (incorporated by reference to Exhibit 10.17 to our report on Form 10-Q filed on November 9, 2012).

10.10* A dministrative Agency Agreement dated as of September 17, 2012 among Willis Engine Securitization Trust II, the Registrant, Deutsche Bank Trust Compan y Americas, as trustee, and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.18 to our report on Form 10-Q filed on November 9, 2012).

10.11† Employment Agreement, dated as of August 2, 2022, by and between the Registrant and Brian R.

3 unchanged sentences

10.13 Trust Amendment No.

2 dated as of September 9, 2016 to Amended and Restated Trust Agreement of Willis Engine Securitization Trust II dated as of September 14, 2012 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 20, 2016).

2 dated as of September 9, 2016 to Amended and Restated Trust Agreement of Willis Engine Securitizatio n Trust II dated as of September 14, 2012 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 20, 2016).

10.14 General Supplement 2016-1 dated as of September 9, 2016 to Trust Indenture dated as of September 14, 2012 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed September 20, 2016).

1 unchanged sentence

10.16* Asset Purchase Agreement dated as of August 4, 2017 between the Registrant and Willis Engine Structured Trust III.

(incorporated by reference to Exhibit 10.20 to our report on Form 10-Q filed on November 9, 2017).

10.18* Security Trust Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, each Grantor referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.21 to our report on Form 10-Q filed on November 9, 2017).

10.19* Servicing Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.22 to our report on Form 10-Q filed on November 9, 2017).

10.20* Administrative Agency Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.23 to our report on Form 10-Q filed on November 9, 2017).

(incorporated by reference to Exhibit 10.20 to our rep ort on Form 10-Q filed on November 9, 2017).

10.17* Security Trust Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, each Grantor referred to therein and from time to time made a party th ereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.21 to our report on Form 10-Q filed on November 9, 2017).

10.18* Servicing Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant and each Service Group Member referred to therein and from time t o time made a party thereto (incorporated by reference to Exhibit 10.22 to our report on Form 10-Q filed on November 9, 2017).

10.19* Administrative Agency Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant, Deutsche Bank Tru st Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.23 to our report on Form 10-Q filed on November 9, 2017).

10.20* Revolving Credit Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, BNP Paribas and the Registrant (incorporated by reference to Exhibit 10.24 to our report on Form 10-Q filed on November 9, 2017).

2 unchanged sentences

CFM-1-1028985 dated December 22, 2017 between CFM International, Inc.

and the Registrant (incorporated by reference to Exhibit 10.26 to our report on Form 10-K filed on March 15, 2018).

and the Registrant (incorporated by reference to Ex hibit 10.26 to our report on Form 10-K filed on March 15, 2018).

10.23* Letter Agreement No.

1-1028985 dated December 22, 2017 between CFM International, Inc.

1-1028985 dated D ecember 22, 2017 between CFM International, Inc.

and the Registrant (incorporated by reference to Exhibit 10.27 to our report on Form 10-K filed March 15, 2018).

10.24* General Terms Agreement No.

GE-1-2299982290-2 dated May 26, 2010 by and amongst General Electric Company, GE Engine Services Distribution, LLC, the Registrant and WEST Engine Funding LLC (incorporated by reference to Exhibit 10.28 to our report on Form 10-K filed March 15, 2018).

GE-1-2299982290-2 dated May 26, 2010 by and amongst General Electric Company, GE Engine Services Distribution, LLC, the Registrant an d WEST Engine Funding LLC (incorporated by reference to Exhibit 10.28 to our report on Form 10-K filed March 15, 2018).

10.25* Letter Agreement No.

1 unchanged sentence

10.26* Amendment No.

2 to General Terms Agreement No.

2 to General T erms Agreement No.

GE-1-2299982290-2 dated December 22, 2017 between General Electric Company and the Registrant (incorporated by reference to Exhibit 10.30 to our report on Form 10-K filed March 15, 2018).

1 unchanged sentence

10.28 Redemption Agreement to purchase 294,787 shares of common stock dated as of March 29, 2018 between the Registrant and M3 Partners, LP (incorporated by reference to Exhibit 10.32 to our report on Form 10-Q filed May 10, 2018).

10.30† 2018 Stock Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement for 2018 Annual Meeting of Stockholders filed on April 27, 2018).

10.29† 2018 Stock Incentive Plan (inco rporated by reference to the Registrant’s Proxy Statement for 2018 Annual Meeting of Stockholders filed on April 27, 2018).

10.30* Administrative Agency Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.34 to our report on Form 10-Q filed November 7, 2018).

4 unchanged sentences

and the Registrant (incorporated by reference to Exhibit 10.37 to our report on Form 10-Q filed November 7, 2018).

10.35* Servicing Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.38 to our report on Form 10-Q filed November 7, 2018).

10.34* Servicing Agreement dated as of Au gust 22, 2018 among Willis Engine Structured Trust IV, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.38 to our report on Form 10-Q filed November 7, 2018).

10.35* Security Trust Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, each Grantor referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as security trustee and operating bank (incorporated by reference to Exhibit 10.39 to our report on Form 10-Q filed November 7, 2018).

10.36* Amendment No.

1 to Agreement to Purchase Spare Engines, dated July 25, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.40 to our report on Form 10-Q filed November 7, 2018).

1 to Agreement to Purcha se Spare Engines, dated July 25, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.40 to our report on Form 10-Q filed November 7, 2018).

10.37* Amendment No.

2 to Agreement to Purchase Spare Engines, dated August 9, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.41 to our report on Form 10-Q filed November 7, 2018).

10.39* Trust Indenture dated as of August 4, 2017 among Willis Engine Structured Trust III, Deutsche Bank Trust Company Americas, as trustee, the Registrant and BNP Paribas (incorporated by reference to Exhibit 4.6 to our report on Form 10-Q filed on November 9, 2017).

10.38* Trust Indenture dated as of August 4, 2017 among Willis Engine Structured Trust III, Deutsche Bank Trust Company Americas, as trustee, the Registrant and BNP Paribas (inc orporated by reference to Exhibit 4.6 to our report on Form 10-Q filed on November 9, 2017).

10.39* Amendment No.

3 to Agreement to Purchase Spare Engines, dated March 22, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.43 to our report on Form 10-Q filed on May 8, 2019).

3 to Agreement to Purchase Spare Engines, dated March 22, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corp oration (incorporated by reference to Exhibit 10.43 to our report on Form 10-Q filed on May 8, 2019).

10.40* Amendment No.

4 to Agreement to Purchase Spare Engines, dated June 27, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.44 to our report on Form 10-Q filed on August 7, 2019).

10.42* Fourth Amended and Restated Credit Agreement, dated as of June 7, 2019, among the Company, MUFG Union Bank, Ltd.

as administrative agent, MUFG Union Bank, N.A.

as security agent, and certain other lenders and financial institutions named therein (incorporated by reference to Exhibit 10.44 to our report on Form 10-Q filed on August 7, 2019).

4 to Agreement to Purchase Spare Engines, dated June 27, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corp oration (incorporated by reference to Exhibit 10.44 to our report on Form 10-Q filed on August 7, 2019).

10.41* Letter Agreement No.

1 unchanged sentence

and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.43 to our report on Form 10-K filed on March 12, 2020).

10.44* Amendment No.

1 to the Fourth Amended and Restated Credit Agreement and Amendment No.

5 to Security Agreement, dated as of December 13, 2019, among the Company, MUFG Union Bank, Ltd.

as administrative agent, MUFG Union Bank, N.A.

as security agent, and certain other lenders and financial institutions named therein (incorporated by reference to Exhibit 10.44 to our report on Form 10-K filed on March 12, 2020).

10.42* Amended and Restated Administrative Agency Agreement, dated as of March 3, 2020, among Willis Engine Structured Trust V, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.45 to our report on Form 10-Q filed May 6, 2020).

10 unchanged sentences

10.51* Used Engines Sales Agreement dated December 3, 2020 between Pratt & Whitney Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.54 to our report on Form 10-K filed March 15, 2021).

10.55* Used Engine Sales Agreement dated December 3, 2020 between [*] Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.55 to our report on Form 10-K filed March 15, 2021).

10.56* [*] Fixed Price Repair Agreement by and between the Registrant and Raytheon Technologies Corporation dated December 3, 2020 (incorporated by reference to Exhibit 10.56 to our report on Form 10-K filed March 15, 2021).

10.52* Used Engine Sales Agreement dated Decemb er 3, 2020 between [*] Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.55 to our report on Form 10-K filed March 15, 2021).

10.53* [*] Fixed Price Repai r Agreement by and between the Registrant and Raytheon Technologies Corporation dated December 3, 2020 (incorporated by reference to Exhibit 10.56 to our report on Form 10-K filed March 15, 2021) .

10.54* [*] Fixed Price Repair Agreement by and between the Registrant and International Aero Engines, LLC dated December 3, 2020 (incorporated by reference to Exhibit 10.57 to our report on Form 10-K filed March 15, 2021).

10.58# Amendment No.

2 to Fourth Amended and Restated Credit Agreement, dated as of June 23, 2021, among the Registrant, MUFG Union Bank, Ltd., as administrative agent, MUFG Union Bank, Inc., as security agent, and certain other lenders and financial institutions named therein (incorporated by reference to Exhibit 10.58 to our report on Form 10-Q filed August 8, 2021).

10.55* Administrative Agency Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, the Registrant, U.S.

4 unchanged sentences

(incorporated by reference to Exhibit 10.61 to our report on Form 10-Q filed August 8, 2021).

10.62 Revolving Credit Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, Bank of America, N.A.

10.58 Revolving Credit Agreement, dated as of M ay 17, 2021, among Willis Engine Structured Trust VI, Bank of America, N.A.

and the Registrant (incorporated by reference to Exhibit 10.62 to our report on Form 10-Q filed August 8, 2021).

2 unchanged sentences

Bank National Association, as security trustee and operating bank (incorporated by reference to Exhibit 10.64 to our report on Form 10-Q filed August 8, 2021).

10.65 Letter Agreement to Amend Credit Agreement to Address Inconsistencies, , dated November 8, 2019, among Registrant, as Borrower, MUFG Union Bank, N.A., as Security Agent, MUFG Bank Ltd., as Administrative Agent, and the Lenders party thereto.

10.66# Security Agent Resignation, Assignment, Assumption and Omnibus Amendment, dated as of December 1, 2022, among Registrant, as Borrower, MUFG Bank, Ltd., as Administrative Agent and Successor Security Agent, MUFG Union Bank, N.A., as Resigning Security Agent, and the Lenders party thereto.

10.67# Amendment No.

3 to Fourth Amended and Restated Credit Agreement, dated as of June 29, 2023, among Registrant, as Borrower, and MUFG Bank, Ltd., as Administrative Agent and Security Agent.

10.68# Amendment No.

4 to Fourth Amended and Restated Credit Agreement, dated as of October 31, 2023, among Registrant, as Borrower, and MUFG Bank, Ltd., as Administrative Agent and Security Agent.

10.61* Administrative Agency Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant, U.S.

Bank National Association, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto.

10.70# Asset Purchase Agreement, dated as of October 31, 2023, between the Registrant and Willis Engine Structured Trust VII.

Bank National Association, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.69 to our report on Form 10-K filed March 15, 2024).

10.62* Asset Purchase Agreement, dated as of October 31, 2023, between the Registrant and Willis Engine Structured Trust VII (incorporated by reference to Exhibit 10.70 to our report on Form 10-K filed March 15, 2024).

10.63* Trust Indenture, dated as of October 31, 2023, among Willis Engine Structured Trust VII, U.S.

Bank National Association, as Trustee, the Registrant and Bank of America, N.A.

(incorporated by reference to Exhibit 10.71 to our report on Form 10-K filed March 15, 2024).

10.64* Revolving Credit Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, Bank of America, N.A.

and the Registrant.

10.73 Servicing Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto.

and the Registrant (incorporated by reference to Exhibit 10.72 to our report on Form 10-K filed March 15, 2024).

10.65 Servicing Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.73 to our report on Form 10-K filed March 15, 2024).

10.66* Security Trust Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, each Grantor referred to therein and from time to time made a party thereto and U.S.

Bank National Association, as security trustee and operating bank.

Bank National Association, as security trustee and operating bank (incorporated by reference to Exhibit 10.74 to our report on Form 10-K filed March 15, 2024).

10.67* Secured Credit Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto (incorporated by reference to E xhibit 10.1 to our report on Form 10-Q filed August 2, 2024) .

10.68* Servicing Agreement, dated as of May 3, 2024, among Willis Warehouse Facility LLC, the Registrant, as Servicer, and each Serviced Group Member (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed August 2, 2024).

10.69* Security Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC as Borrower, Bank of Utah, as Security Trustee and the other Grantors party thereto (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed August 2, 2024).

10.70* Pledge Agreement, dated as of May 3, 2024, among Registrant, and Bank of Utah, as Security Trustee (incorporated by reference to Exhibit 10.4 to our report on Form 10-Q filed August 2, 2024).

10.71* Contract to Purchase [*] Spare Engines and QEC Kits dated June 19, 2024 between International Aero Engines, LLC and Registrant (incorporated by reference to Exhibit 10.5 to our report on Form 10-Q filed August 2, 2024).

10.72* Series A Preferred Stock Purchase Agreement, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed November 4, 2024).

10.73† Employment Agreement, dated as of October 8, 2024, by and between the Company and Brian R.

Hole (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed November 4, 2024).

10.74* Credit Agreement, dated as of October 31, 2024, among, inter alia, the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.

10.75 Limited Waiver No.

1 to Credit Agreement, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors party thereto.

10.76 Contract to Purchase PW1133G-JM Spare Engines, dated as of December 17, 2024, by and between International Aero Engines, LLC and the Registrant.

19.1 Insider Trading Policy.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Recovery Policy.

97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on March 15, 2024).

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

6 unchanged sentences

† Indicates a management contract or compensatory plan or arrangement.

Financial Statements are submitted as a separate section of this report beginning on page 42.

FORM 10-K SUMMARY

10 unchanged sentences

March 11, 2025 Director /s/ BRENDAN J.

March 14, 2024 Director /s/ ROBERT J.

March 14, 2024 Director /s/ RAE ANN MCKEATING

Rae Ann McKeating

March 11, 2025 Director /s/ STEPHEN F.

March 11, 2025 Director /s/ COLM BARRINGTON

Colm Barrington

March 11, 2025 Executive Chairman and Director /s/ CHARLES F.

12 unchanged sentences

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Willis Lease Finance Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, redeemable preferred stock and shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Willis Lease Finance Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, redeemable preferred stock and shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

21 unchanged sentences

(i) the assumptions used by management engaged independent appraisers, including the accuracy of data provided to management’s specialist to determine the fair value;

and (ii) the assumptions used by management to calculate the undiscounted future cash flows, including assumptions of estimated lease rates, maintenance revenues, and remaining lease periods.

and (ii) the assumptions used by management to calculate the undiscounted future cash flows, including assumptions of estimated lease rates, maintenance revenues, future shop visits and remaining lease periods.

Our audit procedures related to the valuation of equipment held for operating lease included the following, among others:

5 unchanged sentences

• Evaluated the reasonableness of the following assumptions used in the undiscounted cash flows by comparing them to historical and Company specific data:

estimated lease rates, maintenance revenues, and remaining lease periods;

estimated lease rates, maintenance revenues, future shop visits and remaining lease periods;

• With the assistance of valuation professionals with specialized skills and knowledge, we:

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Redeemable preferred stock ($ 0.01 par value, 5,000 shares authorized;

2,500 shares issued and outstanding at December 31, 2023 and 2022)

3,250 shares and 2,500 issued at December 31, 2024 and December 31, 2023, respectively)

63,122 49,964

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Accumulated other comprehensive income, net of income tax expense of $ 1,981 and $ 3,276 at December 31, 2024 and 2023, respectively

11,447 26,743

Total shareholders’ equity 549,338 438,963

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Debt obligations $ 1,518,391 and $ 1,411,680 , respectively.

Further, refer to Note 10 of the consolidated financial statements for details of the Company’s commitments and contingencies.

See accompanying notes to the consolidated financial statements.

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Spare parts and equipment sales 27,099 20,359

Interest income 8,721 7,579

Interest revenue 11,683 8,721

Gain on sale of leased equipment 45,063 10,581

Gain on sale of financial assets — 3,116

Maintenance services revenue 24,158 24,168

Other revenue 9,076 7,920

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Cost of spare parts and equipment sales 22,852 15,207

Cost of maintenance services 24,470 21,159

Write-down of equipment 11,228 4,398

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Interest expense 104,764 78,795

Gain on debt extinguishment — ( 2,558 )

Total net finance costs 104,764 78,795

1 unchanged sentence

Income from operations 144,398 64,222

Income (loss) from joint ventures 2,908 ( 62 )

Income from joint ventures 8,247 2,908

Income before income taxes 152,645 67,130

19 unchanged sentences

Currency translation adjustment ( 414 ) ( 523 )

Unrealized (loss) gain on derivative instruments ( 18,309 ) 27,508

Unrealized loss on derivative instruments ( 5,472 ) ( 18,309 )

Reclassification of gain on derivative instruments to interest expense — ( 247 )

Unrealized (loss) gain on derivative instruments at joint venture ( 530 ) 1,697

Net (loss) gain recognized in other comprehensive income ( 19,609 ) 27,832

Tax (benefit) expense related to items of other comprehensive income ( 4,313 ) 6,120

Other comprehensive (loss) income ( 15,296 ) 21,712

Unrealized loss on derivative instruments at joint venture ( 205 ) ( 530 )

Net loss recognized in other comprehensive income ( 6,091 ) ( 19,609 )

Tax benefit related to items of other comprehensive income ( 1,349 ) ( 4,313 )

Other comprehensive loss ( 4,742 ) ( 15,296 )

Total comprehensive income $ 103,870 $ 28,485

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— — — — — — ( 408 ) ( 408 )

Net unrealized gain from derivative instruments, net of tax expense of $ 6,421

Net unrealized loss from derivative instruments, net of tax benefit of $ 4,143

— — — — — — ( 14,696 ) ( 14,696 )

Shares repurchased — — ( 154 ) ( 1 ) ( 5,244 ) — — ( 5,245 )

Net realized gain from derivative instruments, net of tax expense of $ 55

— — — — — — ( 192 ) ( 192 )

Shares issued under stock compensation plans — — 345 3 271 — — 274

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— — — — — ( 3,334 ) — ( 3,334 )

Cumulative effect due to adoption of new accounting standard — — — — — ( 84 ) — ( 84 )

Balances at December 31, 2023 2,500 49,964 6,849 68 29,667 397,781 11,447 438,963

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— — — — — — ( 4,239 ) ( 4,239 )

Net realized gain from derivative instruments, net of tax expense of $ 55

— — — — — — ( 192 ) ( 192 )

Shares issued under stock compensation plans — — 470 5 257 — — 262

1 unchanged sentence

Stock-based compensation, net of forfeitures — — — — 29,247 — — 29,247

Issuance of preferred stock 750 13,050 — — — — — —

Accretion of preferred shares issuance costs — 108 — — — ( 108 ) — ( 108 )

Common stock cash dividends paid ($ 1.50 per share)

— — — — — ( 10,720 ) — ( 10,720 )

Preferred stock dividends ($ 1.53 per share)

— — — — — ( 4,126 ) — ( 4,126 )

Cumulative effect due to adoption of new accounting standard — — — — — ( 84 ) — ( 84 )

Balances at December 31, 2024 3,250 $ 63,122 7,173 $ 72 $ 50,928 $ 491,439 $ 6,899 $ 549,338

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Depreciation and amortization expense 92,460 90,925

Write-down of equipment 4,398 21,849

Gain on sale of leased equipment ( 45,063 ) ( 10,581 )

Payments received on sales-type leases 30,510 4,570

Stock-based compensation expense 29,247 14,802

Accretion of deferred costs and note discounts 10,293 6,150

Income from joint ventures ( 8,247 ) ( 2,908 )

Write-down of equipment 11,228 4,398

Allowances and provisions ( 716 ) 838

Payments received on sales-type leases 4,570 584

Gain on sale of leased equipment ( 10,581 ) ( 3,133 )

Amortization of contract-based intangible asset 2,749 —

Gain on insurance proceeds ( 73 ) ( 761 )

Gain on derivative instruments — ( 247 )

Gain on sale of financial assets — ( 3,116 )

Gain on debt extinguishment — ( 2,558 )

Income from joint ventures ( 2,908 ) 62

Loss (gain) on disposal of property, equipment and furnishings 9 ( 71 )

Loss on disposal of property, equipment and furnishings — 9

Deferred income taxes 38,581 19,652

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Other assets 676 3,247

Distributions received from joint ventures 3,002 —

Accounts payable and accrued expenses 20,698 17,154

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Proceeds from sale of equipment (net of selling expenses) 171,153 85,061

Proceeds from sale of note receivable (net of selling expenses) — 40,705

Issuance of notes receivable ( 101,768 ) ( 15,397 )

1 unchanged sentence

Payments received on notes receivable 10,582 4,147

Insurance proceeds received on property, equipment and furnishings 1,235 —

Insurance proceeds received on equipment — 2,189

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Principal payments on debt obligations ( 840,038 ) ( 665,480 )

Repurchase of common stock — ( 5,245 )

Proceeds from issuance of preferred stock, net 13,050 —

Debt issuance costs ( 11,580 ) ( 9,431 )

Common stock cash dividends paid ( 10,720 ) —

Cancellation of restricted stock units in satisfaction of withholding tax ( 8,244 ) ( 5,793 )

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Proceeds from shares issued under stock compensation plans 262 274

Debt issuance costs ( 9,431 ) —

Net cash (used in) provided by financing activities ( 57,944 ) 43,327

Increase (decrease) in cash, cash equivalents and restricted cash 79,013 ( 6,625 )

Net cash provided by (used in) financing activities 444,975 ( 57,944 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 35,527 ) 79,013

Cash, cash equivalents and restricted cash at beginning of period 168,029 89,016

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Transfers from Equipment held for operating lease to Spare parts inventory $ 4,521 $ 667

Transfers from Equipment held for sale to Equipment held for operating lease $ — $ 542

Transfers from Spare parts inventory to Equipment held for operating lease $ 4,514 $ —

Non-cash additions to Equipment held for operating lease (1) $ 8,939 $ 2,817

Accretion of preferred stock issuance costs $ 108 $ 75

________________________________________________________

During 2024, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s).

These transactions were accounted for under ASC 805 and ASC 845 and resulted in a total of $ 7.7 million in non-cash additions to equipment held for operating lease for the associated total gain.

In addition, the Company had $ 1.2 million in non-cash additions to equipment held for operating lease related to purchases included in accrued expenses.

During 2023, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s).

These transactions were accounted for under ASC 805 and ASC 845 and resulted in a total of $ 2.8 million in non-cash additions to equipment held for operating lease for the associated total gain, $ 0.4 million of which was deferred.

See accompanying notes to the consolidated financial statements.

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WEST VI is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements.

In October 2023, the Company and its direct, wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST VII”), closed its offering of $ 410.0 million aggregate principal amount of fixed rate notes (the “WEST VII Notes”).

In 2023, the Company and its direct, wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST VII”), closed its offering of $ 410.0 million aggregate principal amount of fixed rate notes (the “WEST VII Notes”).

WEST VII is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.

WEST VII is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements.

In 2024, the Company and its direct, wholly-owned subsidiary, Willis Warehouse Facility LLC (“WWFL”), entered into a secured credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.

as facility agent.

The secured credit agreement provides for a five-year non-recourse, senior secured warehouse credit facility with an availability period of two years and an initial committed amount of up to $ 500.0 million.

Proceeds from the Credit Facility will be used to finance the acquisition of certain assets, including (i) aircraft engines, (ii) airframes and (iii) loan assets that are secured by aircraft engines or airframes.

WWFL is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements.

Principal and interest on the WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes are payable monthly to the extent of available cash in accordance with a priority of payments included in the respective indenture agreements.

The WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes are secured by, among other things, the respective ABS’s direct and indirect interests in a portfolio of assets.

Interest on the loans under the senior secured warehouse credit facility are payable monthly.

The WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes, as well as the loans under the senior secured warehouse credit facility, are secured by, among other things, the direct and indirect interests in a portfolio of assets of the respective ABS or senior secured warehouse credit facility.

The WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes have scheduled amortizations and are payable solely from revenue received from the lease portfolios, after payment of certain expenses of the respective ABS.

The assets of WEST III, WEST IV, WEST V, WEST VI, and WEST VII are not available to satisfy the Company’s obligations other than the obligations specific to the respective ABS.

WEST III, WEST IV, WEST V, WEST VI, and WEST VII are consolidated for financial statement presentation purposes, with the respective assets and liabilities on the Company’s Consolidated Balance Sheets.

Each ABS’s ability to make distributions and pay dividends to the Company is subject to the prior payments of its debt and other obligations and maintenance of adequate reserves and capital.

Under each ABS, cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.

The assets of WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to the respective ABS or senior secured warehouse credit facility.

WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement presentation purposes, with the respective assets and liabilities on the Company’s Consolidated Balance Sheets.

The ability of each ABS, as well as WWFL’s ability to make distributions and pay dividends to the Company are subject to the prior payments of its debt and other obligations and maintenance of adequate reserves and capital.

Under each ABS, as well as under WWFL, cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.

Additionally, a portion of the maintenance reserve payments and lease security deposits are formulaically accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively.

Additionally, in connection with WEST III, WEST IV, WEST V, WEST VI, and WEST VII, the Company entered into servicing agreements and administrative agency agreements to provide certain engine, lease management and reporting functions in return for fees based on a percentage of collected lease revenues and asset sales.

Because WEST III, WEST IV, WEST V, WEST VI, and WEST VII are consolidated for financial statement reporting purposes, all fees eliminate upon consolidation.

Additionally, in connection with WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL, the Company entered into servicing agreements and administrative agency agreements to provide certain engine, lease management and reporting functions in return for fees based on a percentage of collected lease revenues and asset sales.

Because WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement reporting purposes, all fees eliminate upon consolidation.

(b) Basis of Presentation and Principles of Consolidation

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Intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.

These reclassifications had no effect on the reported total revenue, income from operations, or net income.

The following is a summary of the changes to the presentation in the Consolidated Statements of Income for the year ended December 31, 2023:

• Maintenance services revenue predominantly represents fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services.

In prior years, these revenues were included in Other revenue.

For the year ended December 31, 2023, the reclassification resulted in an increase of $ 24.2 million in Maintenance services revenues and a decrease of $ 24.2 million in Other revenue.

• Cost of maintenance services predominantly represents the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services.

In prior years, these expenses were predominantly included in General and administrative expense.

For the year ended December 31, 2023, the reclassification resulted in a net increase of $ 21.2 million in Cost of maintenance services, a decrease of $ 29.0 million in General and administrative expense, and a net increase in Technical expense of $ 7.9 million.

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When collectability is not reasonably assured, the customer is placed on non-accrual status, and revenue is recognized when cash payments are received.

Lease rent payments are typically due in advance of the first day of each rental period.

Under the terms of some of the Company’s leases, the lessees pay use fees (also known as maintenance reserves) to the Company based on usage of the leased asset, which are designed to cover expected future maintenance costs.

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Use fees that are reimbursable are recorded as a maintenance reserve liability until they are reimbursed to the lessee, the lease terminates, or the obligation to reimburse the lessee for such reserves ceases to exist, at which time they are recognized in revenue as maintenance reserve revenue.

Use fees are due in arrears, typically 15 days after each month-end.

Unearned Revenue includes deferred nonrefundable use fees which qualify as in-substance fixed lease payments due to the lessee’s requirement to make certain minimum payments.

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Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowances for credit losses.

One customer accounted for more than 10 % of total lease rent revenue during the years ended December 31, 2023 and 2022.

One customer accounted for more than 10 % of total receivables during the year ended December 31, 2023.

Two customers accounted for approximately 11 % each of total lease rent revenue during the year ended December 31, 2024.

One customer accounted for approximately 15 % of total lease rent revenue during the year ended December 31, 2023.

One customer accounted for 11 % and 12 %, respectively, of total receivables during the years ended December 31, 2024 and 2023.

Spare parts sales

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, the date the parts are shipped) under ASC 606.

Spare parts sales generally have 30-day payment terms.

Equipment sales

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The Company has determined the date of transfer to the customer to be the date that the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due.

Managed services

Managed services revenue predominantly represents fleet management and engine storage services which may be combined on a single contract with a customer.

Fleet management services are performed for a stated fixed fee as agreed upon in the services agreement.

Engine storage services are for a fixed monthly fee.

For a contract containing more than one performance obligation, the allocation of the transaction price is generally performed on the basis of the relative stand-alone selling price of each distinct good or service in the contract.

As each of the services provided within the contract have separate prices, the Company allocates the price to its related performance obligation described above.

Management has determined that each of the revenue elements contain performance obligations that are satisfied over time and therefore recognizes revenue over time in accordance with ASC 606-10-25-27.

The Company utilizes the percentage-of-completion method (input method) for recognizing fleet management services and will calculate revenues based on labor hours incurred.

Additionally, as is required by ASC 606-10-25-35, as circumstances change over time, the Company will update its measure of progress to reflect any changes in the outcome of the performance obligation.

Engine storage services are recognized on a monthly basis, utilizing the input method of days passed.

Amounts owed for managed services are typically billed upon contract completion.

At December 31, 2023, unbilled revenue was $ 1.7 million, and the Company expects the remaining revenue to be fully recognized by June 30, 2024.

Additionally, managed services are presented within the Other revenue line in the Consolidated Statements of Income.

Interest income

Interest income represents interest earned on notes receivable related to failed sale-leasebacks in which the Company was the buyer-lessor and on sales-type leases.

Payment on equipment sales is generally due upon closing of the sale.

Interest revenue

Interest revenue represents interest earned on notes receivable related to failed sale-leasebacks in which the Company was the buyer-lessor and on sales-type leases.

Gain on sale of leased equipment

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To the extent that deposits associated with the equipment are not included in the sale, any such amount is included in the calculation of gain or loss.

Maintenance services revenue

Maintenance services revenue predominantly represents fleet management, engine and aircraft storage and repair services, and revenue related to fixed base operator services provided to third parties, such as refueling, maintenance, and hangar services.

Fleet management services are performed for a stated fixed fee as agreed upon in the services agreement, and customers are billed monthly.

Engine and aircraft storage services are for a fixed monthly fee.

As each of the services provided within the contract have separate prices, the Company allocates the price to its related performance obligation described above.

The Company utilizes the percentage-of-completion method (input method) for recognizing fleet management services and will calculate revenues based on labor hours incurred.

Engine and aircraft storage services are recognized on a monthly basis, utilizing the input method of days passed.

Maintenance and repair related services are typically billed once the related maintenance is completed.

Maintenance services revenue generally has 30-day payment terms.

Other revenue

Other revenue consists primarily of management fee income, lease administration fees, third-party consignment commissions earned, service and maintenance fee revenue, revenue related to the management of fixed base operator services, and other discrete revenue items.

Other revenue consists primarily of managed service fee revenue related to the servicing of engines for the Willis Mitsui & Company Engine Support Limited (“WMES”) lease portfolio.

These services include management of the WMES lease portfolio, which occurs on an ongoing basis, as well as marketing, which occurs on a transactional basis.

Revenue related to ongoing services is recognized on a monthly basis, and revenue related to transactional services is recognized upon close of the sale.

Payments are typically due upon receipt.

The following table presents a summary of revenue based on location of customer (in thousands):

Year Ended December 31,

Region or Country (in thousands)

United States $ 153,045 $ 133,629

Europe 134,509 99,961

Asia-Pacific (excluding India) 106,837 68,581

India 92,483 67,531

Canada 42,077 17,307

South America 36,059 23,374

Central America 3,130 4,495

Middle East 937 3,330

Other 146 347

Total revenue $ 569,223 $ 418,555

(d) Equipment Held for Operating Lease

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Based on specific aspects of the equipment, the Company generally depreciates engines on a straight-line basis over a 15-year period from the acquisition date to a 55 % residual value.

This methodology is believed to accurately reflect the Company’s typical holding period for the engine assets and that the residual value assumption reasonably approximates the selling price of the assets 15 years from the date of acquisition.

This methodology reflects the Company’s typical holding period for the engine assets and that the residual value assumption reasonably approximates the selling price of the assets 15 years from the date of acquisition.

The typical 15-year holding period is the estimated useful life of the Company’s engines based on its business model and plans and represents how long the Company anticipates holding a newly acquired engine.

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For older generation engines or aircraft that are unlikely to be repaired at the end of the current expected useful lives, the Company depreciates the engines or aircraft over their estimated lives to a residual value based on an estimate of the wholesale value of the parts after disassembly.

As of December 31, 2023, 24 engines having a net book value of $ 17.2 million were depreciated under this policy with estimated remaining useful lives ranging from 1 to 83 months.

As of December 31, 2024, 14 engines having a net book value of $ 11.6 million were depreciated under this policy with estimated remaining useful lives up to 34 months.

The Company adjusts its estimates annually for these older generation assets, including updating estimates of an engine’s or aircraft’s remaining operating life as well as future residual value expected from part-out based on the current technical status of the engine or aircraft.

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The Company evaluates assets during the year if a triggering event is identified indicating impairment is possible and also conducts a formal annual review of the carrying values of long-lived assets.

The formal annual review resulted in $ 2.0 million in impairment charge in 2023 and no impairment charge in 2022.

The formal annual review resulted in $ 6.3 million in impairment charge in 2024 and $ 2.0 million in impairment charge in 2023.

Additionally, the Company recorded impairment charges of $ 4.9 million and $ 2.4 million in 2024 and 2023, respectively, as a result of triggering events occurring during the year.

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(k) Restricted Cash

The Company has certain bank accounts that are subject to restrictions in connection with its WEST III, WEST IV, WEST V, WEST VI, and WEST VII notes payable.

The Company has certain bank accounts that are subject to restrictions in connection with its WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL debt.

Under these borrowings, cash is collected in restricted accounts, which are used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.

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Under WEST V, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of $ 5.0 million.

Under WEST VI and WEST VII, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of $ 1.0 million.

Under WEST VI, WEST VII, and WWFL, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of $ 1.0 million.

Under WEST III, WEST IV, WEST V, and WEST VII, security deposits are held in restricted accounts equal to a portion of the security deposits for leases scheduled to terminate over the subsequent four months , in each case, subject to a minimum balance of $ 1.0 million.

12 unchanged sentences

(m) Intangible Assets

Intangible assets include customer relationships and goodwill at Willis Asset Management.

Intangible assets are accounted for in accordance with ASC 350, “Intangibles — Goodwill and Other.”

Intangible assets include customer relationships and goodwill at Willis Asset Management, which are accounted for in accordance with ASC 350, “Intangibles — Goodwill and Other.” Intangible assets also include contract assets, which result when lease contract terms are favorable as compared to market terms in asset acquisitions.

As of December 31, 2024, intangible assets included goodwill of $ 1.0 million and a contract-based intangible asset of $ 1.9 million.

Customer relationships are amortized on a straight-line basis over their estimated useful life of eight years .

Contract assets amortize over the term of the respective contract.

Aside from goodwill, the Company has no intangible assets with indefinite useful lives.

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(p) Earnings Per Share

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period.

Diluted earnings per common share is computed by dividing net income by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested restricted stock awards (“RSAs”).

Basic earnings per common share is computed by dividing net income attributable to holders of common stock by the weighted average number of common shares outstanding for the period.

Diluted earnings per common share is computed by dividing net income attributable to holders of common stock by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested restricted stock awards (“RSAs”).

See Note 9 for more information on the computation of earnings per share.

17 unchanged sentences

When equipment is sold before the end of the pre-existing lease, the maintenance rights are applied against any accumulated maintenance reserves, if paid by the lessee, and the remaining balance is applied to the disposition gain or loss.

When a lease terminates, an end of lease true-up is performed, and the maintenance right is applied against the accumulated maintenance reserves or, for non-reserve lessees, the final settlement payment, and any remaining net maintenance right is recorded in the income statement.

(u) Foreign Currency Translation

The Company’s foreign investments have been converted at rates of exchange in effect at the balance sheet dates.

The changes in exchange rates in our foreign investments reported under the equity method are included in stockholders’ equity as accumulated other comprehensive income.

The changes in exchange rates in our foreign investments reported under the equity method are included in the Consolidated Balance Sheets as Accumulated other comprehensive income.

(v) Risk Concentrations

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Concentrations of credit risk with respect to lease receivables are limited due to the large number of customers comprising the customer base, and their dispersion across different geographic areas.

Some lessees are required to make payments for maintenance reserves at the end of the lease however, this risk is considered limited due to the relatively few lessees which have this provision in the lease.

Some lessees are required to make payments for maintenance reserves at the end of the lease.

The Company enters into interest rate swap agreements with counterparties that are investment grade financial institutions.

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(x) Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted by the Company

At the beginning of January 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology.

ASU 2016-13 affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash.

Additional disclosures about significant estimates and credit quality are also required.

There was not a significant impact on the Consolidated Financial Statements upon adoption of the standard.

Receivables, net of allowances, include amounts billed to customers in which the right to payment is unconditional.

We maintain an allowance for our trade receivables to provide for the estimated amount that will not be collected, even when the risk of loss is remote.

The allowance is measured on a collective pool basis when similar risk characteristics exist and is established as a percentage of accounts receivable.

The percentage is based on all available and relevant information including age of outstanding receivables, historical payment experience and loss history, current economic conditions, and, when reasonable and supportable factors exist, management’s expectation of future economic conditions.

A write-off is recorded when all or part of the receivable is deemed uncollectible.

Write-offs are charged against the previously established allowance for credit losses.

Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowance for credit losses.

Notes receivable and investments in sales-type leases, net of allowances, represent the current remaining balances we expect to collect for our failed sale-leaseback transactions and sales-type leases.

We establish allowances for credit losses to cover probable but specifically unknown losses existing in the portfolio.

In doing so, we categorize our financial assets by pools with similar risk characteristics, including whether the financial asset is collateral-backed and whether the customer is placed on non-accrual status.

A write-off is recorded when all or part of the financial asset is deemed uncollectible.

Write-offs are charged against previously established allowances for credit losses.

Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowances for credit losses.

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .” The amendments in this ASU improve segment reporting requirements, primarily through enhanced disclosures on significant segment expenses.

Other disclosures that the ASU requires public entities to provide include the title and position of the Chief Operating Decision Maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

The Company adopted this ASU for the year ended December 31, 2023.

There was not a significant impact to the Company’s disclosures.

Recent Accounting Pronouncements To Be Adopted by the Company

In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.” The amendments in this ASU apply to the formation of a joint venture, and under this ASU, a joint venture formation is the creation of a new reporting entity that would trigger a new basis of accounting.

3 unchanged sentences

Joint ventures formed before the ASU’s effective date are permitted to apply the new guidance (1) retrospectively if they have “sufficient information” to do so or (2) prospectively if financial statements have not yet been issued (or made available for issuance).

The Company expects to adopt this accounting standard update effective January 1, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”), the purpose of which is to update and simplify disclosure requirements.

The effective dates of the ASU will depend, in part, on whether an entity is already subject to the current disclosure requirements of the Securities and Exchange Commission (“SEC”).

For such entities and those that must “file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,” the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

For all other entities, the amendments will be effective two years after the date of such removal.

Entities must apply the amended content to financial statements issued after the ASU’s effective date.

For each of the Codification subtopics that the Company is already subject to, the Company expects to adopt the accounting standard update on each of the removal dates of the related disclosure requirements.

The Company is currently evaluating the potential effects on the consolidated financial statements.

The Company adopted this accounting standard update effective January 1, 2025, and the Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company expects to adopt this accounting standard update for the year ended December 31, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

The Company expects to adopt this accounting standard update for the year ended December 31, 2025, and the Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses.” The ASU requires public entities, on both an interim and annual basis, to disclose additional disaggregated information about specific expense categories in the notes to the financial statements.

The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company expects to adopt this accounting standard update for the year ended December 31, 2027 and is currently evaluating the potential effects on the consolidated financial statements and related disclosures.

As lessor, and as of December 31, 2024, the majority of our leases were operating leases with the exception of certain failed sale-leaseback transactions classified as notes receivable or investments in sales-type leases under the guidance provided by ASC 842.

1 unchanged sentence

These lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Additionally, in 2022, the Company subleased a Willis Mitsui & Company Engine Support Limited (“WMES”) engine to a third party, with WMES as the head lessor.

Under ASC 842, the Company recognized a right-of-use (“ROU”) asset of $ 4.9 million and a lease liability of $ 4.9 million for this lease during the year ended December 31, 2022.

Leases with terms of 12 months or less are not recorded on the Consolidated Balance Sheets;

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, fixed rent, common-area maintenance costs, vehicle protection plans and other service fees) as elected under the practical expedient package provided by ASC 842.

The Company’s leases have remaining lease terms of approximately one to 14 years, some of which include options to renew or extend the lease term from one to five years .

The Company’s leases have remaining lease terms of approximately two months to 13 years, some of which include options to renew or extend the lease term from one to five years .

Our automobile leases include an option to purchase the vehicle at lease termination.

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Thereafter 210

Total lease payments 8,599

Total undiscounted lease liabilities 6,353

interest ( 505 )

Total lease liabilities $ 5,848

The following table represents future minimum lease payments under non-cancelable operating leases at December 31, 2023:

Year (in thousands)

Thereafter 626

The components of lease expense were as follows:

11 unchanged sentences

Operating leases $ 1,016 $ 307

Revenue from Contracts with Customers

The following tables disaggregate revenue by major source for the years ended December 31, 2023 and 2022 (in thousands):

Year ended December 31, 2023 Leasing and

Related Operations Spare Parts Sales Eliminations Total

Lease rent revenue $ 213,138 $ — $ — $ 213,138

Maintenance reserve revenue 133,668 — — 133,668

Spare parts and equipment sales 476 19,883 — 20,359

Interest income 8,721 — — 8,721

Gain on sale of leased equipment 10,581 — — 10,581

Gain on sale of financial assets — — — —

Managed services 29,246 — — 29,246

Other revenue 2,364 689 ( 211 ) 2,842

Total revenue $ 398,194 $ 20,572 $ ( 211 ) $ 418,555

Year ended December 31, 2022 Leasing and

Related Operations Spare Parts Sales Eliminations Total

Lease rent revenue $ 162,571 $ — $ — $ 162,571

Maintenance reserve revenue 83,424 — — 83,424

Spare parts and equipment sales 1,595 25,414 — 27,009

Interest income 7,579 — — 7,579

Gain on sale of leased equipment 3,133 — — 3,133

Gain on sale of financial assets 3,116 — — 3,116

Managed services 23,613 — — 23,613

Other revenue 994 673 ( 185 ) 1,482

Total revenue $ 286,025 $ 26,087 $ ( 185 ) $ 311,927

Equipment Held for Operating Lease

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Notes Receivable and Investments in Sales-Type Leases

During the years ended December 31, 2023 and 2022, the Company recorded interest income related to the notes receivable and investments in sales-type leases of $ 8.7 million and $ 7.6 million, respectively.

During the years ended December 31, 2024 and 2023, the Company recorded interest revenue related to the notes receivable and investments in sales-type leases of $ 11.7 million and $ 8.7 million, respectively.

The effective interest rates on our notes receivable and investments in sales-type leases ranged from 6.0 % to 12.2 % as of December 31, 2024 and 7.1 % to 12.2 % as of December 31, 2023.

Under some of the Company’s notes receivable and investments in sales-type leases, the lessee has the option to purchase the underlying asset at fixed amounts throughout the lease term.

A majority of the equipment is leased and operated internationally.

Substantially all leases relating to this equipment are denominated and payable in U.S.

The Company leases equipment to lessees domiciled in seven geographic regions.

The Company leases equipment to lessees domiciled in eight geographic regions or countries.

The tables below set forth geographic information about the leased equipment grouped by domicile of the lessee (which is not necessarily indicative of the asset’s actual location):

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Lease rent revenue 2024 2023

Region (in thousands)

Region or Country (in thousands)

United States $ 72,959 $ 71,436

Asia-Pacific 69,692 40,270

Europe 53,465 43,790

Asia-Pacific (excluding India) 40,661 32,700

India 31,512 36,992

South America 20,291 17,375

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Net book value of equipment held for operating lease 2024 2023

Region (in thousands)

Asia-Pacific $ 530,309 $ 485,737

Region or Country (in thousands)

United States $ 658,128 $ 464,088

Asia-Pacific (excluding India) 344,946 235,948

India 314,714 294,361

Europe 299,322 443,901

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Leases expiring thereafter 126,576

As of December 31, 2023, minimum future payments under non-cancelable leases were as follows:

As of December 31, 2024, minimum future payments under non-cancelable operating leases were as follows:

Year (in thousands)

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Thereafter 17,209

As of December 31, 2024, minimum future payments under non-cancelable notes receivable and investments in sales-type leases were as follows:

Year (in thousands)

2025 $ 51,878

Thereafter 103,781

Total undiscounted lease receivables 274,403

interest ( 69,168 )

Total notes receivable and investments in sales-type leases $ 205,235

In 2011, the Company entered into an agreement with Mitsui & Co., Ltd.

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Each partner holds a 50 % interest in the joint venture, and the Company uses the equity method in recording investment activity.

As of December 31, 2023, WMES owned a lease portfolio of 35 engines and four aircraft with a net book value of $ 232.2 million.

As of December 31, 2024, WMES owned a lease portfolio of 50 engines with a net book value of $ 328.9 million.

In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Lease Finance Company Limited (“CASC Willis”), a joint venture based in Shanghai, China.

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As of December 31, 2024, CASC Willis owned a lease portfolio of four engines with a net book value of $ 37.3 million.

As of December 31, 2023 WMES CASC Willis Total

WMES CASC Willis Total

(in thousands)

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Foreign currency translation adjustment — ( 523 ) ( 523 )

Other comprehensive gain from joint ventures 1,697 — 1,697

Other comprehensive loss from joint ventures ( 530 ) — ( 530 )

Investment in joint ventures as of December 31, 2023 40,047 17,997 58,044

Income (loss) from joint ventures ( 437 ) 3,345 2,908

Income from joint ventures 7,670 577 8,247

Distribution ( 2,756 ) ( 246 ) ( 3,002 )

Foreign currency translation adjustment — ( 414 ) ( 414 )

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Investment in joint ventures as of December 31, 2024 $ 44,756 $ 17,914 $ 62,670

As of December 31, 2024 and 2023, the currency translation adjustment balance was $ 2.1 million and $ 1.8 million, respectively.

“Other revenue” on the Consolidated Statements of Income includes management fees earned of $ 4.8 million and $ 2.4 million during the years ended December 31, 2024 and 2023, respectively, related to the servicing of engines for the WMES lease portfolio.

During 2023, WMES sold an engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million.

During 2022, the Company sold two engines to WMES for $ 12.6 million.

During 2022, the Company subleased a WMES engine to a third party, with WMES as the head lessor.

Under ASC 842, the Company recognized a ROU asset of $ 4.9 million and a lease liability of $ 4.9 million for this lease during the year ended December 31, 2022.

During 2024, the Company sold four engines to WMES for $ 50.5 million, which resulted in a net gain of $ 12.7 million for the Company.

During 2023, WMES sold one engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million, which resulted in a net gain of $ 6.5 million for the Company.

The Company subleases a WMES engine to a third party, with WMES as the head lessor.

As of December 31, 2024 and 2023, the ROU asset and lease liability balances under this lease were $ 1.6 million, each, and $ 3.3 million, each, respectively.

Unaudited summarized financial information for 100% of WMES is presented in the following table:

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(in thousands)

Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 1.75 % at December 31, 2023, secured by engines.

The facility has a committed amount of $ 708.0 million at December 31, 2023.

$ 49.8 million revolves until the earlier of the final WEST VII novated asset or the maturity date of March 31, 2024, $ 158.2 million revolves until the maturity date of June 2024, and $ 500.0 million revolves until the maturity date of June 2025.

Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 2.60 % at December 31, 2024, secured by engines, airframes, and loan assets.

The facility has a committed amount of $ 1.0 billion at December 31, 2024, which revolves until the maturity date of October 2029.

$ 693,000 $ 353,000

WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00 %, maturing in October 2048, secured by engines

WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10 %, maturing in May 2046, secured by engines

WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00 %, maturing in October 2048, secured by engines, airframes, and loan assets

356,355 406,894

WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44 %, maturing in May 2046, secured by engines

WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10 %, maturing in May 2046, secured by engines, airframes, and loan assets

241,065 252,986

WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39 %, maturing in May 2046, secured by engines

WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44 %, maturing in May 2046, secured by engines, airframes, and loan assets

33,486 35,142

WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39 %, maturing in May 2046, secured by engines, airframes, and loan assets

WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23 %, maturing in March 2045, secured by engines

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WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66 %, maturing in March 2045, secured by engines

10,695 13,314

WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75 %, maturing in September 2043, secured by engines

6 unchanged sentences

21,659 23,592

Note payable at a fixed rate of interest of 4.59 %, maturing in January 2032, secured by an engine

Note payable at a fixed rate of interest of 4.23 %, maturing in July 2031, secured by an engine

Note payable at a fixed rate of interest of 3.18 %, maturing in July 2024, secured by an aircraft

WWFL credit facility at a floating rate of interest of one-month term SOFR, plus 2.25 % at December 31, 2024, maturing in May 2029, secured by engines, airframes, and loan assets

Note payable at a fixed rate of interest of 5.00 %, maturing in February 2033, secured by an engine

Note payable at a fixed rate of interest of 4.59 %, maturing in November 2032, secured by an engine

22,094 22,610

Note payable at a fixed rate of interest of 4.23 %, maturing in June 2032, secured by an engine

17,710 17,802

Note payable at a fixed rate of interest of 3.18 %, matured in July 2024, secured by an aircraft

2,292,726 1,827,059

unamortized debt issuance costs and note discounts ( 28,174 ) ( 24,178 )

Total debt obligations $ 2,264,552 $ 1,802,881

In October 2023, the Company entered into Amendment No.

4 to the Fourth Amended and Restated Credit Agreement (“Amendment No.

4”), which extended the maturity date for $ 500.0 million of its credit facility to June 2025.

In December 2023, under the terms of Amendment No.

4, the Company terminated $ 292.0 million of its credit facility.

This termination resulted in the credit facility having a reduced total committed amount of $ 708.0 million as of December 31, 2023.

$ 49.8 million revolves until the earlier of the final WEST VII novated asset or the maturity date of March 31, 2024, and $ 158.2 million revolves until the maturity date of June 2024.

One-month term SOFR was 5.38%, and the one-month London Inter-Bank Offered Rate (“LIBOR”) was 4.39% as of December 31, 2023 and December 31, 2022, respectively.

As it relates to the $ 22.6 million and $ 17.8 million notes payable resulting from failed sale-leaseback transactions that are secured by engines, the Company has options to repurchase the engines in January 2032 for $ 17.7 million and July 2031 for $ 17.0 million, respectively.

One-month term SOFR was 4.37% and 5.38% as of December 31, 2024 and 2023, respectively.

As it relates to the $ 20.8 million, $ 22.1 million, and $ 17.7 million notes payable resulting from failed sale-leaseback transactions that are secured by engines, the Company has options to repurchase the engines in in March 2032 for $ 18.4 million, January 2032 for $ 17.7 million, and July 2031 for $ 17.0 million, respectively.

Principal outstanding at December 31, 2024, is expected to be repayable as follows:

1 unchanged sentence

2025 $ 70,690

2029 1,465,942

Thereafter 55,552

Total $ 2,292,726

At December 31, 2023, the Company had a revolving credit facility to finance the acquisition of equipment for lease as well as for

general working capital purposes, with the amounts drawn under the facility not to exceed that which is allowed under the borrowing base as defined by the credit agreement.

In October 2024, the Company entered into a new, $ 1.0 billion, five-year , revolving credit facility with a consortium of lenders, refinancing its $ 500.0 million credit facility.

The purpose of the revolving credit facility is to finance the acquisition of equipment for lease as well as for general working capital purposes, with the amounts drawn under the facility not to exceed that which is allowed under the borrowing base as defined by the credit agreement.

As of December 31, 2024 and 2023, $ 307.0 million and $ 355.0 million were available under this facility, respectively.

On a quarterly basis, the interest rate is adjusted based on the Company’s leverage ratio, as calculated under the terms of the revolving credit facility.

Under the revolving credit facility, all subsidiaries except WEST III, WEST IV, WEST V, WEST VI, and WEST VII jointly and severally guarantee payment and performance of the terms of the loan agreement.

Under the revolving credit facility, some subsidiaries except WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL jointly and severally guarantee payment and performance of the terms of the loan agreement.

The guarantee would be triggered by a default under the agreement.

In May 2024, WWFL, a wholly-owned subsidiary of the Company, entered into a secured credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.

as facility agent.

The purpose of the senior secured warehouse credit facility is to finance the acquisition of equipment for lease as well as for general working capital purposes, with the amounts drawn under the facility not to exceed that which is allowed under the borrowing base as defined by the credit agreement.

As of December 31, 2024, $ 278.1 million was available under this facility.

On a quarterly basis, the interest rate is adjusted based on the Company’s leverage ratio, as calculated under the terms of the senior secured warehouse credit facility.

Under the secured warehouse credit facility, some subsidiaries except WEST III, WEST IV, WEST V, WEST VI, and WEST VII jointly and severally guarantee payment and performance of the terms of the loan agreement.

The guarantee would be triggered by a default under the agreement.

In October 2023, the Company and its direct, wholly-owned subsidiary WEST VII, closed its offering of $ 410.0 million aggregate principal amount of fixed rate notes.

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Principal on the notes is payable monthly to the extent of available cash in accordance with a priority of payments included in the indenture.

In December 2022, the Company recognized a $ 2.6 million gain on debt extinguishment associated with the repurchase of six tranches of ABS notes with a balance of $ 12.2 million.

The assets of WEST III, WEST IV, WEST V, WEST VI, and WEST VII are not available to satisfy the Company’s obligations other than the obligations specific to that WEST entity.

WEST III, WEST IV, WEST V, WEST VI, and WEST VII are consolidated for financial statement presentation purposes.

WEST III’s, WEST IV’s, WEST V’s, WEST VI’s, and WEST VII’s abilities to make distributions and pay dividends to the Company is subject to the prior payments of their debt and other obligations and their maintenance of adequate reserves and capital.

Under WEST III, WEST IV, WEST V, WEST VI, and WEST VII, cash is collected in restricted accounts, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.

The assets of WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to that WEST entity or WWFL.

WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement presentation purposes.

WEST III’s, WEST IV’s, WEST V’s, WEST VI’s, WEST VII’s, and WWFL’s abilities to make distributions and pay dividends to the Company are subject to the prior payments of their debt and other obligations and their maintenance of adequate reserves and capital.

Under WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL, cash is collected in restricted accounts, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.

Additionally, a portion of maintenance reserve payments and lease security deposits are formulaically accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively.

The WEST III, WEST IV, WEST V, WEST VI, and WEST VII indentures require that a minimum threshold of maintenance reserve and security deposit balances be held in restricted cash accounts.

Virtually all of the Company’s debt requires ongoing compliance with the covenants of each financing, including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions.

The Company also has certain negative financial covenants such as liens, advances, change in business, sales of assets, dividends, and stock repurchases.

The WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL indentures require that a minimum threshold of maintenance reserve and security deposit balances be held in restricted cash accounts.

Virtually all of the Company’s debt requires ongoing compliance with the covenants of each financing, including debt and tangible net worth ratios, minimum interest coverage ratios, and other eligibility criteria including asset type, customer and geographic concentration restrictions.

The Company also has certain negative financial covenants such as liens, advances, changes in business, sales of assets, dividends and stock repurchases.

Compliance with these covenants is tested either monthly, quarterly, or annually, as required, and the Company was in full compliance with all financial covenant requirements at December 31, 2024.

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As a matter of policy, management does not use derivatives for speculative purposes.

As of December 31, 2023, the Company had five interest rate swap agreements.

During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $ 100.0 million, two with remaining terms of one month and two with remaining terms of 25 months as of December 31, 2023.

One interest rate swap agreement was entered into during 2019 which has a notional outstanding amount of $ 100.0 million with a remaining term of six months as of December 31, 2023.

The derivative instruments were designated as cash flow hedges at inception and recorded at fair value.

As it relates to the two fixed-rate interest swap agreements with remaining terms of one month as of December 31, 2023, the Company evaluated the probability of the forecasted transactions occurring.

The Company determined that it is not probable that the forecasted transactions will occur upon the maturities of these two fixed-rate interest rate swap agreements and as such, reclassified into earnings the associated amount in accumulated other comprehensive income.

The impact was an addition to interest income, or reduction to interest expense, in the Company’s Consolidated Statements of Income of approximately $ 0.2 million for the year ended December 31, 2023.

The Company evaluated the effectiveness of the swaps to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception date that the swaps were highly effective in hedging that risk.

The Company evaluates the effectiveness of the hedging relationship on an ongoing basis and concluded there was no ineffectiveness in the hedges for the year ended December 31, 2023.

As of December 31, 2024, the Company had six interest rate swap agreements.

During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $ 100.0 million, two of which matured during the year ended December 31, 2024 and two of which had remaining terms of 13 months as of December 31, 2024.

One interest rate swap agreement was entered into during 2019, having a notional amount of $ 100.0 million, which matured during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company entered into three fixed-rate interest swap agreements, each having notional amounts of $ 50.0 million, and with remaining terms of 53 months as of December 31, 2024.

During the year ended December 31, 2024, the Company also entered into one fixed-rate interest swap agreement, having a notional amount of $ 75.0 million, and with a remaining term of 53 months as of December 31, 2024.

The derivative instruments were each designated as cash flow hedges at inception and recorded at fair value.

The following table displays the total notional amount of the Company’s outstanding fixed-rate interest swap agreements:

Derivatives in Cash Flow Hedging Relationships As of December 31,

(in thousands)

Interest rate contracts $ 425,000 $ 500,000

The Company evaluated the effectiveness of the swap agreements to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that each swap was highly effective in hedging that risk.

The Company evaluates the effectiveness of the hedging relationships on an ongoing basis and concluded there was no ineffectiveness in the hedges for the year ended December 31, 2024.

The Company estimates the fair value of derivative instruments using a discounted cash flow technique.

1 unchanged sentence

Management believes it has applied assumptions consistently during the period.

The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for derivative instruments that are effective and for which the related forecasted transaction is probable of occurring.

The net fair value of the interest rate swaps as of December 31, 2023 and December 31, 2022 was $ 16.5 million and $ 34.8 million, respectively, each representing an asset and reflected within other assets on the Consolidated Balance Sheets.

The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments that are effective and for which the related forecasted transaction is probable of occurring.

The following table displays the total fair value of the Company’s outstanding fixed-rate interest swap agreements in the Consolidated Balance Sheets (each representing an asset and reflected within Other assets):

Derivatives in Cash Flow Hedging Relationships As of December 31,

(in thousands)

Interest rate contracts $ 10,989 $ 16,483

The Company recorded an adjustment to interest expense of $( 12.0 ) million and $( 23.4 ) million during the years ended December 31, 2024 and 2023, respectively, from derivative investments.

2 unchanged sentences

The following table provides additional information about the financial statement effects related to the cash flow hedges for the years ended December 31, 2024 and 2023:

Derivatives in Cash Flow Hedging Relationships Amount of Unrealized (Loss) Gain Recognized in OCI on Derivatives

Derivatives in Cash Flow Hedging Relationships Amount of Unrealized Loss Recognized in OCI on Derivatives

(Effective Portion)

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Permanent differences and other 1,355 1,046

Valuation allowance 2,170 491

Effective income tax expense $ 44,033 $ 23,349

21 unchanged sentences

Net operating loss carry forward 40,906 51,240

California alternative minimum tax credit — 33

Charitable contributions — 2

10 unchanged sentences

Net deferred tax liabilities $ ( 185,049 ) $ ( 147,779 )

As of December 31, 2023, the Company had net operating loss carry forwards of approximately $ 235.4 million for federal tax purposes and $ 1.0 million (tax effected) for state tax purposes.

As of December 31, 2024, the Company had net operating loss carry forwards of approximately $ 177.4 million for federal tax purposes, $ 0.7 million (tax effected) for state tax purposes, and $ 12.2 million for foreign tax purposes.

The majority of the federal net operating loss carry forwards were generated in 2020 and can be carried forward indefinitely, and the state net operating loss carry forwards will expire at various times from 2026 to 2043.

There is a $ 0.5 million valuation allowance for net operating losses in California that expire between 2034 and 2042 and a $ 0.1 million valuation allowance for net operating losses in Georgia that expire between 2032 and 2040.

There is a $ 0.4 million valuation allowance for net operating losses in California that expires between 2034 and 2042 and a $ 0.1 million valuation allowance for net operating losses in Georgia that expires between 2032 and 2040.

As of December 31, 2024, the Company had a $ 2.7 million valuation allowance for net operating losses in the UK, and there is a $ 3.1 million net operating loss carryforward in the UK that can be carried forward indefinitely.

The Company’s ability to utilize the net operating loss and tax credit carry forwards in the future may be subject to restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax law.

Management believes that no valuation allowance is required on deferred tax assets related to federal net operating loss carry forwards, as it is more likely than not that all amounts are recoverable through future taxable income.

The open tax years for federal and state tax purposes are from 2006 to 2023.

The Company files U.S.

federal, state, and foreign tax returns.

The Company and its subsidiaries are subject to U.S.

federal income tax as well as income tax of multiple foreign and state jurisdictions.

The tax years that remain subject to examination are from 2021 onwards.

To the extent that the Company claims a net operating loss carryforward against future taxable income, those losses may be examined by the taxing authorities.

The net change in the total valuation allowance during the year ended December 31, 2024 was $ 2.2 million.

It is the Company’s intention to reinvest undistributed earnings of their wholly-owned foreign operations and thereby indefinitely postpone their remittance.

A determination of the deferred tax liability is not practical.

Accordingly, no provision has been made for foreign withholding taxes or U.S.

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Total $ 11,228 $ 4,398

Write-downs of equipment to their estimated fair values totaled $ 11.2 million for the year ended December 31, 2024, primarily reflecting an adjustment of the carrying value of one airframe and 11 engines.

As of December 31, 2024, included within equipment held for lease and equipment held for sale was $ 50.8 million in remaining book value of 16 assets which were previously written down.

Write-downs of equipment to their estimated fair values totaled $ 4.4 million for the year ended December 31, 2023, primarily reflecting an adjustment of the carrying value of five engines and two airframes.

As of December 31, 2023, included within equipment held for lease and equipment held for sale was $ 31.9 million in remaining book value of 15 assets which were previously written down.

Write-downs of equipment to their estimated fair values totaled $ 21.8 million for the year ended December 31, 2022, primarily reflecting an adjustment of the carrying value of four impaired engines.

Of these write-downs, $ 20.4 million reflects the impairment of two engines located in Russia which were determined, due to the Russia and Ukraine conflict, to be unrecoverable.

The remaining write-downs were in the ordinary course of business.

Earnings Per Share

6 unchanged sentences

Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.

There were no anti-dilutive shares excluded in the computations of diluted weighted average earnings per common share for the years ended December 31, 2023 and 2022.

There were approximately 900 anti-dilutive weighted shares excluded in the computations of diluted weighted average earnings per common share for the year ended December 31, 2024.

There were no anti-dilutive shares for the year ended December 31, 2023.

The following table presents the calculation of basic and diluted EPS:

10 unchanged sentences

Other obligations, such as certain purchase obligations are not recognized as liabilities in the consolidated financial statements but are required to be disclosed in the footnotes to the financial statements.

These funding commitments could potentially require the Company’s performance in the event of demands by third parties or contingent events.

As of December 31, 2024, the Company had $ 374.6 million in purchase commitments of equipment that will be satisfied within three fiscal years.

The purchase obligations are subject to escalation based on the closing date of each transaction.

In December 2020, the Company entered into definitive agreements for the purchase of 21 modern technology aircraft engines.

As part of the purchase, the Company has committed to certain future overhaul and maintenance services which are anticipated to range between $ 74.5 million and $ 102.3 million by 2030.

Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations.

These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation.

In December 2020, we entered into definitive agreements for the purchase of 25 Pratt & Whitney aircraft engines.

As part of the purchase, we have committed to certain future overhaul and maintenance services which are anticipated to range between $ 93.3 million and $ 121.4 million by 2030.

Common Stock Repurchase

In October 2022, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $ 60.0 million of the Company’s common stock, extending the plan through December 31, 2024.

In December 2024, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $ 60.0 million of the Company’s common stock, extending the plan through December 31, 2026.

Repurchased shares are immediately retired.

During 2023, no shares were repurchased.

During 2022, the Company repurchased 154,215 shares of common stock for approximately $ 5.2 million under the plan, at a weighted average price of $ 33.98 per share.

During 2024 and 2023, no shares were repurchased.

At December 31, 2024, approximately $ 39.6 million was available to purchase shares under the plan.

Redeemable Preferred Stock

In October 2016, the Company sold and issued to Development Bank of Japan Inc.

(“DBJ”) an aggregate of 1,000,000 shares of the Company’s Series A Preferred Stock, $ 0.01 par value per share (the “Series A Preferred Stock”) at a purchase price of $ 20.00 per share.

The net proceeds to the Company after deducting investor fees were $ 19.8 million.

In September 2017, the Company sold and issued to DBJ an aggregate of 1,500,000 shares of the Company’s Series A-2 Preferred Stock, $ 0.01 par value per share (the “Series A-2 Preferred Stock”) at a purchase price of $ 20.00 per share.

The net proceeds to the Company after deducting issuance costs were $ 29.7 million.

The rights and privileges of the Preferred Stock are described below:

In September 2024, the Company entered into a Series A Preferred Stock Purchase Agreement with Development Bank of Japan Inc.

(the “Stock Purchase Agreement”), which refinanced and expanded the Company’s Series A-1 and Series A-2 Preferred Stock into one $ 65.0 million Series A Preferred Stock series (the “Series A Preferred Stock”), which accrues quarterly dividends at the rate per annum of 8.35 % per share.

The net proceeds after deducting issuance costs were $ 13.1 million.

The rights and privileges of the Series A Preferred Stock are described below:

Voting Rights :

Holders of the Preferred Stock do not have general voting rights.

The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share through October 15, 2023 and accrue quarterly dividends at the rate per annum of 8.5 % per share thereafter.

The Company’s Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5 % per share.

During the years ended December 31, 2023 and 2022, the Company paid total dividends of $ 3.2 million and $ 3.3 million on the Series A-1 and Series A-2 Preferred Stock, respectively.

Holders of the Series A Preferred Stock do not have general voting rights.

The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share through October 15, 2023 and accrued at the rate per annum of 8.5 % per share thereafter through September 26, 2024.

The Series A-2 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share.

During the years ended December 31, 2024 and 2023, the Company paid total preferred stock dividends of $ 3.5 million and $ 3.2 million, respectively.

As of December 31, 2024, the Company had approximately $ 1.4 million in preferred stock dividends accrued but not paid, or approximately $ 0.44 per share of the Series A Preferred Stock.

Liquidation Preference :

The holders of the Preferred Stock have preference in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the corporation, including a merger or consolidation.

The holders of the Series A Preferred Stock have preference in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the corporation, including a merger or consolidation.

Upon such liquidation event, the Preferred Stockholders are entitled to be paid out of the assets of the Company available for distribution to its stockholders after payment of all the Company’s indebtedness and other obligations and before any payment shall be made to the holders of common stock or any other class or series of stock ranking on liquidation junior to the Preferred Stock an amount equal to $ 20.00 per share, plus any declared but unpaid dividends.

The Preferred Stock has no stated maturity date, however the holders of the Preferred Stock have the option to require the Company to redeem all or any portion of the Preferred Stock for cash upon occurrence of any significant changes in operating results, ownership structure, or liquidity events as defined in the Preferred Stock purchase agreements.

The Series A Preferred Stock has no stated maturity date.

The holders of the Series A Preferred Stock have the option to require the Company to redeem all or any portion of the Series A Preferred Stock for cash upon occurrence of any of the following:

(i) a material breach of the Stock Purchase Agreement, (ii) changes in the ownership structure of the Company, including by means of a change of control transaction, (iii) incurrence of operating loss or ordinary loss by the Company for two consecutive fiscal years, (iv) the Company’s surplus is less than its liquidation value at certain specified measurement dates, (v) occurrence of a merger, consolidation, or sale of greater than 50% of the Company’s assets, or (vi) the occurrence of liquidity events as set forth in the Stock Purchase Agreement.

The redemption price is $ 20.00 per share plus dividends accrued but not paid.

The Company is accreting the Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Preferred Stockholders (September 2024 for both of the Series A Preferred Stock and Series A-2 Preferred Stock, as a result of the First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 26, 2023), such that the carrying amounts of the securities will equal the redemption amounts at the earliest redemption dates.

The Company is accreting the Series A Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Series A Preferred stockholders (September 27, 2031), such that the carrying amount of the security will equal the redemption amount at the earliest redemption date.

Stock-Based Compensation Plans

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Balance as of December 31, 2024 569,425 $ 49.73

At December 31, 2023, the stock compensation expense related to the RSAs that will be recognized over the average remaining vesting period of approximately one year totaled $ 18.5 million.

At December 31, 2024, the stock compensation expense related to the RSAs that will be recognized over the average remaining vesting period of approximately 1.5 years totaled $ 51.6 million.

At December 31, 2024, the intrinsic value of unvested RSAs was $ 118.2 million.

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During 2023, WMES sold an engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million.

During 2022, the Company sold two engines to WMES for $ 12.6 million.

During 2022, the Company subleased a WMES engine to a third party, with WMES as the head lessor.

Under ASC 842, the Company recognized a ROU asset of $ 4.9 million and a lease liability of $ 4.9 million for this lease during the year ended December 31, 2022.

Between January 2023 and July 2023, Willis Asset Management Limited, one of the Company’s wholly-owned and vertically-integrated subsidiaries, leased one of its hangars to Fur Feather and Fin Limited, an entity in which the Company’s Executive Chairman retains an ownership interest, for quarterly rent payments of approximately $ 7,700 .

The lease was approved by the Board’s Independent Directors.

During 2023, the Company paid approximately $ 44,000 of expenses payable to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest.

During 2024, the Company sold four engines to WMES for $ 50.5 million, which resulted in a net gain of $ 12.7 million for the Company.

During 2023, WMES sold one engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million, which resulted in a net gain of $ 6.5 million for the Company.

The Company subleases a WMES engine to a third party, with WMES as the head lessor.

As of December 31, 2024 and 2023, the ROU asset and lease liability balances under this lease were $ 1.6 million, each, and $ 3.3 million, each, respectively.

During 2024, the Company paid approximately $ 0.1 million expense to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest.

These expenses were for lodging and other business-related services and were approved by the Board’s Independent Directors.

Reportable Segments

The Company has two reportable business segments:

(i) Leasing and Related Operations which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines and other aircraft equipment and the selective purchase and resale of commercial aircraft engines and other aircraft equipment and other related businesses and (ii) Spare Parts Sales which involves the purchase and resale of after-market engine parts, whole engines, engine modules and portable aircraft components.

The Company evaluates the performance and allocation of resources of each of the segments based on profit or loss after general and administrative expenses.

The Company has two reportable segments:

(i) Leasing and Related Operations, which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines, and other aircraft equipment, the selective purchase and resale of commercial aircraft engines and other aircraft equipment, and service and maintenance related businesses and (ii) Spare Parts Sales, which involves the purchase and resale of after-market engine parts, whole engines, engine modules, and portable aircraft components.

The Company’s Chief Operating Decision Maker (“CODM”) is Austin Willis, Chief Executive Officer.

The CODM evaluates the performance and allocation of resources to each of the segments based on income or loss from operations.

While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.

The Company’s CODM is Austin Willis, Chief Executive Officer.

The following tables present a summary of the reportable segments (in thousands):

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Spare parts and equipment sales 1,640 25,459 — 27,099

Interest income 8,721 — — 8,721

Interest revenue 11,683 — — 11,683

Gain on sale of leased equipment 45,063 — — 45,063

Maintenance services revenue 24,158 — — 24,158

Other revenue 8,412 890 ( 226 ) 9,076

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Cost of spare parts and equipment sales 197 22,655 — 22,852

Cost of maintenance services 24,470 — — 24,470

Write-down of equipment 11,228 — — 11,228

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Interest expense 104,764 — — 104,764

Total finance costs 78,795 — — 78,795

Total net finance costs 104,764 — — 104,764

Total expenses 396,538 28,287 — 424,825

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Spare parts and equipment sales 476 19,883 — 20,359

Interest income 7,579 — — 7,579

Interest revenue 8,721 — — 8,721

Gain on sale of leased equipment 10,581 — — 10,581

Gain on sale of financial assets 3,116 — — 3,116

Maintenance services revenue 24,168 — — 24,168

Other revenue 7,442 689 ( 211 ) 7,920

2 unchanged sentences

Cost of spare parts and equipment sales 56 15,151 — 15,207

Cost of maintenance services 21,159 — — 21,159

Write-down of equipment 4,398 — — 4,398

3 unchanged sentences

Interest expense 78,795 — — 78,795

Gain on debt extinguishment ( 2,558 ) — — ( 2,558 )

Total finance costs 64,185 — — 64,185

Total net finance costs 78,795 — — 78,795

Total expenses 334,170 20,163 — 354,333

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Subsequent Events

On January 31, 2024, the Company detected unauthorized activity on portions of its information technology (IT) systems.

WLFC believes it has fully contained the unauthorized activity and continues to operate and service customers.

However, the investigation to assess the complete nature, scope, and impact of the incident, including what data has been exfiltrated or otherwise impacted, remains ongoing.

Effective March 8, 2024, in accordance with Amendment No.

4, the Company’s credit facility was reduced from $ 708.0 million to $ 658.2 million following the novation of the final WEST VII asset.

In January 2025, the Board of Directors of the Company declared a quarterly dividend of $ 0.25 per share on the Company’s outstanding common stock.

The dividend was paid on February 21, 2025 to stockholders of record at the close of business on February 12, 2025.

WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES

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Year Ended December 31, 2023

Accounts receivable, allowance for doubtful accounts $ 1,154 $ — $ 837 $ ( 480 ) $ 1,511

Accounts receivable, allowance for doubtful accounts and credit losses $ 1,511 $ 20 $ 824 $ ( 44 ) $ 2,311

Notes receivable, allowance for credit losses $ — $ 58 $ 11 $ — $ 69

Investments in sales-type leases, allowance for credit losses $ — $ 6 $ 3 $ — $ 9

Deferred tax valuation allowance $ 536 $ — $ 442 $ — $ 978

6 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures