Fortress Transportation and Infrastructure Investors LLC : Transtar Acquisition Investor Presentation

Fortress Transportation and Infrastructure Investors LLC

Acquisition of Transtar

June 8, 2021

Disclaimers

IN GENERAL. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the "Presentation."

FORWARD-LOOKINGSTATEMENTS. Certain statements in this Presentation may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, of Fortress Transportation and Infrastructure Investors LLC (referred to in this Presentation as "FTAI," the "Company," or "we"), including without limitation, the Company's ability to complete the acquisition of Transtar, LLC ("Transtar") and realize the anticipated benefits of the transaction, targeted, expected or projected EBITDA, cash flows, returns, annualized data and numbers, ability to achieve key investment objectives, expansion and growth opportunities related to Transtar, ability to fund the acquisition with bridge financing and ultimately refinance such ′bridge financing, entry into a long-term contract with U.S. Steel to perform exclusive rail services at the two largest U.S. Steel facilities in North America, and ability to develop and implement new practices and approaches which would improve the ESG profile of all operations. These statements are based on management's current expectations, estimates and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. FTAI can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements made in this Presentation. For a discussion of some of the risks and important factors that could affect such forward-looking statements including, but not limited to the ongoing COVID-19 pandemic, see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent annual report on Form 10-K and quarterly report on Form 10-Q (when available) and other filings with the U.S. Securities and Exchange Commission, which are included on the Company's website (www.ftandi.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Presentation. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

PAST PERFORMANCE. Past performance is not a reliable indicator of future results and should not be relied upon for any reason. Annualized data is presented for illustrative purposes only and should not be considered indicative of future performance or actual results for any period.

NO OFFER; NO RELIANCE. This Presentation is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security. Any such offer would only be made by means of formal documents, the terms of which would govern in all respects. You should not rely on this Presentation as the basis upon which to make any investment decision.

NON-GAAPFINANCIAL INFORMATION. This Presentation includes information based on financial measures that are not recognized under generally accepted accounting principles (GAAP), such as EBITDA. You should use Non-GAAP information in addition to, and not as an alternative to, financial information prepared in accordance with GAAP. United States Steel Corporation provides a definition of EBITDA, and reconciliations of its segment EBITDA to the most comparable GAAP measure, in its most recent earnings call presentation, which can be accessed at https://investors.ussteel.com; the Transtar EBITDA figures presented in this Presentation have been prepared on the same basis based on unaudited financial information of Transtar and its subsidiaries. Transtar's Non-GAAP measures may not be identical or comparable to measures with the same name presented by other companies. Reconciliations of forward- looking Non-GAAP financial measures to their most directly comparable GAAP financial measures are not included in this Presentation because the most directly comparable GAAP financial measures are not available on a forward-looking basis without unreasonable effort.

1.

Acquisition of Transtar, LLC

• Entered into a definitive agreement to acquire Transtar, LLC ("Transtar"), a wholly-owned subsidiary of U.S. Steel Corporation ("U.S. Steel"), for aggregate cash consideration of $640 million
• Transtar owns and operates a total of six rail properties connected to U.S. Steel's largest production facilities and also provides rail service to third parties
• • For the latest 12 months ended March 31, 2021, Transtar handled 224,000 total carloads, generating revenue and EBITDA of $118 million and $62 million, respectively(1)
  • Based upon recent operating momentum (post-COVID) and the implementation of multiple new initiatives, expect Transtar to generate approximately $80 million of EBITDA(2) in the first year following closing of the acquisition(3)
• Closing of the acquisition is expected to occur in the third quarter of 2021, upon receipt of necessary regulatory approvals(3)
• Expect to fund the acquisition with proceeds of an interim $650 million debt financing provided by Morgan Stanley and Barclays, which we expect to refinance post-closing with a combination of long-term debt and preferred and/or common equity(3)

1. Represents the unaudited period between March 31, 2020, and March 31, 2021 provided by Transtar, LLC. EBITDA is a Non-GAAP measure. See "Disclaimers" at the beginning of this presentation.
2. EBITDA is a Non-GAAP measure. See "Disclaimers" at the beginning of this presentation.
3. Based on management's current expectations and beliefs. Actual results may vary materially. See "Disclaimers" at the beginning of this presentation.

2.

Transtar Overview

• Transtar is a wholly-owned, independently operated subsidiary of U.S. Steel, providing transportation and logistics services to U.S. Steel and third-party customers via a portfolio of short-line railroads
• Transtar operates a total of six freight rail properties connected to U.S. Steel's largest production facilities
• Connectivity with all seven Class I railroads in North America: BNSF, CN, CP, CSX, NS, UP, KCS

Transtar's Railroads

Carload Mix by Product(1)

Coal 1%

Ore

13%

Steel &

Merchandise

Coke

32%

1) Represents the unaudited period between March 31, 2020, and March 31, 2021 provided by Transtar, LLC.

54%

3.

Partnership with U.S. Steel

• At closing, we expect Transtar will enter into a long-term contract with U.S. Steel to perform exclusive rail services at the two largest U.S. Steel facilities in North America(1)
• Key provisions of rail services contract:

1. 15-yearterm, extendable by U.S. Steel

1. Minimum volume and revenue during first five years

1. Pricing escalating based on rail cost index

• 1. Exclusivity for all rail and rail maintenance services at U.S. Steel facilities served by Transtar
• The following two facilities served by Transtar represent more than 80% of U.S. Steel's North American production capacity:

Gary Works - Gary, IN

1. U.S. Steel's largest manufacturing plant with an annual capacity of 7.5 million net tons of steel

1. Comprised of both steelmaking and finishing facilities servicing the automotive, construction, and appliance markets

Mon Valley Works - Pittsburgh, PA

1. U.S. Steel's lowest cost North American Flat- Rolled facility with annual capacity of 2.9 million tons of steel and 4.3 million tons of coke

1. An integrated steelmaking operation that includes four separate facilities connected by
   Transtar's Union Railroad

1) Based on management's current expectations and beliefs. Actual results may vary materially. See "Disclaimers" at the beginning of this presentation.

4.