19In May 2022, we purchased an additional 51% interest in FYX from an unrelated third party for a purchase price of $4.6 million, which resulted in our ownership of a majority stake in the entity. From the purchase date in May 2022 through and as of June 30, 2022, FYX is presented on a consolidated basis in the Consolidated Statement of Operations and the Consolidated Balance Sheet. $4.2 million is recorded as non-controlling interest for interest held by other parties at June 30, 2022. At the purchase date, assets of FYX were $13.7 million, liabilities were $10.1 million, and goodwill of $5.4 million was recorded. Since purchase, we have recorded total revenue from FYX of $10.1 million and net loss from FYX of $0.4 million.

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

9.6. INTANGIBLE ASSETS AND LIABILITIES, NET

Intangible assets and liabilities, net are summarized as follows:


		September 30, 2021									June 30, 2022
		Aviation Leasing		Jefferson Terminal		Transtar		Total			Aviation Leasing		Jefferson Terminal		Transtar		Total
Intangible assets	Intangible assets									Intangible assets
Acquired favorable lease intangibles	Acquired favorable lease intangibles	$	42,751	$	—	$	1,500	$	44,251	Acquired favorable lease intangibles	$	75,726	$	—	$	—	$	75,726
Less: Accumulated amortization	Less: Accumulated amortization	(34,092)		—		(63)		(34,155)		Less: Accumulated amortization	(43,858)		—		—		(43,858)
Acquired favorable lease intangibles, net	Acquired favorable lease intangibles, net	8,659		—		1,437		10,096		Acquired favorable lease intangibles, net	31,868		—		—		31,868

Customer relationships	Customer relationships	—		35,513		61,000		96,513		Customer relationships	—		35,513		60,000		95,513
Less: Accumulated amortization	Less: Accumulated amortization	—		(25,150)		(722)		(25,872)		Less: Accumulated amortization	—		(27,814)		(3,722)		(31,536)
Acquired customer relationships, net	Acquired customer relationships, net	—		10,363		60,278		70,641		Acquired customer relationships, net	—		7,699		56,278		63,977

Total intangible assets, net	Total intangible assets, net	$	8,659	$	10,363	$	61,715	$	80,737	Total intangible assets, net	$	31,868	$	7,699	$	56,278	$	95,845

Intangible liabilities	Intangible liabilities									Intangible liabilities
Acquired unfavorable lease intangibles	Acquired unfavorable lease intangibles	$	7,148	$	—	$	100	$	7,248	Acquired unfavorable lease intangibles	$	18,227	$	—	$	—	$	18,227
Less: Accumulated amortization	Less: Accumulated amortization	(5,886)		—		(2)		(5,888)		Less: Accumulated amortization	(6,906)		—		—		(6,906)
Acquired unfavorable lease intangibles, net	Acquired unfavorable lease intangibles, net	$	1,262	$	—	$	98	$	1,360	Acquired unfavorable lease intangibles, net	$	11,321	$	—	$	—	$	11,321

December 31, 2020
Aviation Leasing Jefferson Terminal Transtar Total
Intangible assets
Acquired favorable lease intangibles $ 35,349 $ — $ — $ 35,349
Less: Accumulated amortization (29,591) — — (29,591)
Acquired favorable lease intangibles, net 5,758 — — 5,758
Customer relationships — 35,513 — 35,513
Less: Accumulated amortization — (22,485) — (22,485)
Acquired customer relationships, net — 13,028 — 13,028
Total intangible assets, net $ 5,758 $ 13,028 $ — $ 18,786
Intangible liabilities
Acquired unfavorable lease intangibles $ 7,151 $ — $ — $ 7,151
Less: Accumulated amortization (4,604) — — (4,604)
Acquired unfavorable lease intangibles, net $ 2,547 $ — $ — $ 2,547

~~Intangible liabilities relate to unfavorable lease intangibles and are included as a component of Other liabilities in the Consolidated Balance Sheets.~~


	December 31, 2021
	Aviation Leasing		Jefferson Terminal		Transtar		Total
Intangible assets
Acquired favorable lease intangibles	$	67,013	$	—	$	—	$	67,013
Less: Accumulated amortization	(36,051)		—		—		(36,051)
Acquired favorable lease intangibles, net	30,962		—		—		30,962

Customer relationships	—		35,513		60,000		95,513
Less: Accumulated amortization	—		(26,038)		(1,738)		(27,776)
Acquired customer relationships, net	—		9,475		58,262		67,737

Total intangible assets, net	$	30,962	$	9,475	$	58,262	$	98,699

Intangible liabilities
Acquired unfavorable lease intangibles	$	14,795	$	—	$	—	$	14,795
Less: Accumulated amortization	(6,068)		—		—		(6,068)
Acquired unfavorable lease intangibles, net	$	8,727	$	—	$	—	$	8,727

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Intangible liabilities relate to unfavorable lease intangibles and are included as a component of Other liabilities in the Consolidated Balance Sheets.

Amortization of intangible assets and liabilities is as follows:


		Classification in Consolidated Statements of Operations		Three Months Ended September 30,								Nine Months Ended September 30,								Classification in Consolidated Statements of Operations			Three Months Ended June 30,								Six Months Ended June 30,
			2021			2020				2021				2020								2022			2021				2022				2021
Lease intangibles	Lease intangibles		Equipment leasing revenues			$	1,266			$	953			$	3,216			$	3,016		Lease intangibles	Equipment leasing revenues			$	3,310			$	1,198			$	6,968			$	1,950
Lease intangibles		Depreciation and amortization		61				—				61				—

Customer relationships	Customer relationships	Depreciation and amortization		1,610				888				3,387				2,665		Customer relationships		Depreciation and amortization			1,885				889				3,760				1,777

Total	Total			$	2,937			$	1,841			$	6,664			$	5,681	Total					$	5,195			$	2,087			$	10,728			$	3,727

As of ~~September~~June 30, ~~2021,~~2022, estimated net annual amortization of intangibles is as follows:

Remainder of 2021 $ 2,818
2022 10,333
2023 9,577
2024 8,374
2025 5,209
Thereafter 43,066
Total $ 79,377


Remainder of 2022	$	9,508
2023	15,462
2024	11,063
2025	5,948
2026	4,518
Thereafter	38,025
Total	$	84,524

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~10.~~

7. DEBT, NET

Our debt, net is summarized as follows:


		September 30, 2021				December 31, 2020			June 30, 2022				December 31, 2021
		Outstanding Borrowings		Stated Interest Rate	Maturity Date	Outstanding Borrowings			Outstanding Borrowings		Stated Interest Rate	Maturity Date	Outstanding Borrowings
Loans payable	Loans payable							Loans payable
Revolving Credit Facility (1)	Revolving Credit Facility (1)	$	50,000	(i) Base Rate + 2.00%; or (ii) Adjusted Eurodollar Rate + 3.00%	1/31/22	$	—	Revolving Credit Facility (1)	$	220,000	(i) Base Rate + 2.00%; or (ii) Adjusted Term SOFR Rate + 3.00%	12/2/24	$	189,473
DRP Revolver (2)	DRP Revolver (2)	25,000		(i) Base Rate + 1.50%; or (ii) Base Rate + 2.50% (Eurodollar)	11/5/21	25,000		DRP Revolver (2)	25,000		(i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Eurodollar)	11/5/24	25,000
EB-5 Loan Agreement	EB-5 Loan Agreement	26,100		5.75%	1/25/26	—		EB-5 Loan Agreement	35,550		5.75%	1/25/26	26,100
2021 Bridge Loans								2021 Bridge Loans	339,805		(i) Base Rate + 1.75%; or (ii) Adjusted Term SOFR Rate + 2.75%	12/15/22	100,527
Total loans payable	Total loans payable	101,100				25,000		Total loans payable	620,355				341,100
Bonds payable	Bonds payable							Bonds payable
Series 2020 Bonds	Series 2020 Bonds	263,980		(i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00% (iii) Taxable Series 2020B Bonds: 6.00%	(i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25	263,980		Series 2020 Bonds	263,980		(i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00% (iii) Taxable Series 2020B Bonds: 6.00%	(i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25	263,980
Series 2021 Bonds	Series 2021 Bonds	425,000		(i) Series 2021A Bonds: 1.875% to 3.000% (ii) Series 2021B Bonds: 4.100%	(i) 1/1/26 to 1/1/50 (ii) 1/1/28	—		Series 2021 Bonds	425,000		(i) Series 2021A Bonds: 1.875% to 3.000% (ii) Series 2021B Bonds: 4.100%	(i) 1/1/26 to 1/1/50 (ii) 1/1/28	425,000
Senior Notes due 2022 (3)		—		N/A	N/A	399,331
Senior Notes due 2025 (4)		852,320		6.50%	10/1/25	852,673

Senior Notes due 2025 (3)								Senior Notes due 2025 (3)	851,951		6.50%	10/1/25	852,198
Senior Notes due 2027	Senior Notes due 2027	400,000		9.75%	8/1/27	400,000		Senior Notes due 2027	400,000		9.75%	8/1/27	400,000
Senior Notes due 2028 (5)		1,002,494		5.50%	5/1/28	—
Senior Notes due 2028 (4)								Senior Notes due 2028 (4)	1,002,255		5.50%	5/1/28	1,002,416
Total bonds payable	Total bonds payable	2,943,794				1,915,984		Total bonds payable	2,943,186				2,943,594

Debt	Debt	3,044,894				1,940,984		Debt	3,563,541				3,284,694
Less: Debt issuance costs	Less: Debt issuance costs	(60,905)				(36,222)		Less: Debt issuance costs	(65,975)				(64,483)
Total debt, net	Total debt, net	$	2,983,989			$	1,904,762	Total debt, net	$	3,497,566			$	3,220,211

Total debt due within one year	Total debt due within one year	$	75,000			$	25,000	Total debt due within one year	$	339,805			$	100,527

(1) Requires a quarterly commitment fee at a rate of 0.50% on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Requires a quarterly commitment fee at a rate of ~~0.875%~~1.00% on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(3) Includes an unamortized discount of ~~$2,230~~$3,090 and $3,509 at June 30, 2022 and December 31, 2021, respectively, and an unamortized premium of ~~$1,561~~$5,041 and $5,707 at June 30, 2022 and December 31, ~~2020.~~2021, respectively.

(4) Includes an unamortized ~~discount~~premium of ~~$3,713~~$2,255 and ~~$4,303~~$2,416 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, respectively, and an unamortized premium of $6,033 and $6,976 at September 30,~~ 2021, ~~and December 31, 2020,~~ respectively.

~~(5)~~ ~~Includes an unamortized premium of $2,494 at September 30, 2021.~~

~~EB-5 Loan Agreement~~—On January 25, 2021, Jefferson entered into a non-recourse loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development, construction and acquisition of certain facilities at Jefferson Terminal. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $61.2 million, of which $26.1 million is available under the first tranche and $35.1 million is available under the second tranche. The loans mature in 5 years from the funding of each individual tranche with an option to extend the maturity for both tranches by two one-year periods. If the option to extend the maturity is exercised, the interest rate will increase to 6.25% from 5.75% for the extension period.

~~Senior Notes due 2028~~—On April 12, 2021, we issued $500 million aggregate principal amount of senior unsecured notes due 2028 (the “Senior Notes due 2028”). The Senior Notes due 2028 bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2021. We used a portion of the proceeds to redeem in full the Senior Notes due 2022 (see below), and used the remaining net proceeds for general corporate purposes, including the funding of acquisitions and investments, including aviation investments.

On September 24, 2021, we issued an additional $500 million aggregate principal amount of the Senior Notes due 2028 at an offering price of 100.50%, plus accrued interest from and including April 12, 2021. We used a portion of the net proceeds in the amount of $358.3 million to repay in full the Bridge Loans (as defined below).

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

~~Senior Notes due 2022~~—On May 7, 2021, we redeemed in full the Senior Notes due 2022, which totaled $400 million aggregate principal plus accrued and unpaid interest, and recognized a loss on extinguishment of debt of $3.3 million.

~~Bridge Loan Agreement~~—On July 28, 2021, in connection with our acquisition of Transtar, we entered into an agreement for senior unsecured bridge term loans (“Bridge Loans”) in an aggregate principal amount of $650 million, which we used to finance the acquisition and other certain fees associated with the transaction.

On September 14, 2021, we used net proceeds in the amount of $291.7 million from an equity offering (see Note 20) to repay a portion of the Bridge Loans. On September 24, 2021, we used a portion of the net proceeds in the amount of $358.3 million from our issuance of the Senior Notes due 2028 to repay in full the Bridge Loans. We recorded fees of approximately $12.2 million which are included in Interest expense in the Consolidated Statements of Operations.

~~Series 2021 Bonds~~—On August 18, 2021, Jefferson issued $425 million aggregate principal amount of Series 2021 Bonds, which are designated as $225 million of Series 2021A Dock and Wharf Facility Revenue Bonds (the “Series 2021A Bonds”) and $200 million of Series 2021B Taxable Facility Revenue Bonds (the “Taxable Series 2021B Bonds”).

~~The Series 2021A Bonds consist of:~~

i)~~$39.1 million aggregate principal amount of Serial Bonds maturing between January 1, 2026 and January 1, 2031, and bearing interest at specified fixed rates ranging from 1.875% to 2.625% per annum,~~

~~ii)$38.2 million aggregate principal amount of Term Bonds maturing January 1, 2036, and bearing interest at a fixed rate of 2.750% per annum,~~

~~iii)$44.9 million aggregate principal amount of Term Bonds maturing January 1, 2041, and bearing interest at a fixed rate of 2.875% per annum, and~~

~~iv)$102.8 million aggregate principal amount of Term Bonds maturing January 1, 2050, and bearing interest at a fixed rate of 3.00% per annum.~~

~~The Taxable Series 2021B Bonds will mature on January 1, 2028, and bear interest at a fixed rate of 4.100% per annum.~~

Jefferson used a portion of the net proceeds from the Series 2021 Bonds to repay certain indebtedness, and intend to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities.

We were in compliance with all debt covenants as of ~~September~~June 30, ~~2021.~~2022.

~~11.~~8. FAIR VALUE MEASUREMENTS

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:

•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability.

The valuation techniques that may be used to measure fair value are as follows:

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

•Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts.

•Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

The following tables set forth our financial assets measured at fair value on a recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.


		Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of								Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
		September 30, 2021		September 30, 2021								June 30, 2022		June 30, 2022
		Total		Level 1		Level 2		Level 3		Valuation Technique		Total		Level 1		Level 2		Level 3		Valuation Technique
Assets	Assets										Assets
Cash and cash equivalents	Cash and cash equivalents	$	176,052	$	176,052	$	—	$	—	Market	Cash and cash equivalents	$	118,854	$	118,854	$	—	$	—	Market
Restricted cash	Restricted cash	283,398		283,398		—		—		Market	Restricted cash	177,951		177,951		—		—		Market
Derivative assets	Derivative assets	1,979		—		1,979		—		Income	Derivative assets	748		—		748		—		Income
Total assets	Total assets	$	461,429	$	459,450	$	1,979	$	—		Total assets	$	297,553	$	296,805	$	748	$	—

		Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of								Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
		December 31, 2020		December 31, 2020								December 31, 2021		December 31, 2021
		Total		Level 1		Level 2		Level 3		Valuation Technique		Total		Level 1		Level 2		Level 3		Valuation Technique
Assets	Assets										Assets
Cash and cash equivalents	Cash and cash equivalents	$	121,703	$	121,703	$	—	$	—	Market	Cash and cash equivalents	$	188,078	$	188,078	$	—	$	—	Market
Restricted cash	Restricted cash	39,715		39,715		—		—		Market	Restricted cash	251,983		251,983		—		—		Market

Derivative assets											Derivative assets	2,220		—		2,220		—		Income
Total	Total	$	161,418	$	161,418	$	—	$	—		Total	$	442,281	$	440,061	$	2,220	$	—

Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

The fair value of our commodity derivative assets are classified as Level 2 measurements are estimated by applying the income and market approaches, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations.

Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, loans ~~payable, bonds~~ payable, security deposits, maintenance deposits and management fees payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

~~The fair value of our bonds and notes payable reported as debt, net in the Consolidated Balance Sheets are presented in the table below:~~

September 30, 2021 December 31, 2020
Series 2020 A Bonds (1)
$ 191,362 $ 186,306
Series 2020 B Bonds (1)
81,768 79,723
Series 2021 A Bonds (1)
219,071 —
Series 2021 B Bonds (1)
196,042 —
Senior Notes due 2022 — 403,536
Senior Notes due 2025 876,299 888,701
Senior Notes due 2027 453,256 460,340
Senior Notes due 2028 1,008,960 —

~~(1)~~ ~~Fair value is based upon market prices for similar municipal securities.~~

The fair value of all other items reported as debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

2423

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The fair value of our bonds and notes payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:


	June 30, 2022		December 31, 2021
Series 2020 A Bonds (1)	$	143,857	$	189,773
Series 2020 B Bonds (1)	80,014		81,637
Series 2021 A Bonds (1)	161,095		222,023
Series 2021 B Bonds (1)	177,616		194,278
Senior Notes due 2025	802,766		881,408
Senior Notes due 2027	396,668		448,848
Senior Notes due 2028	829,500		1,019,470

(1) Fair value is based upon market prices for similar municipal securities.

The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

We measure the fair value of certain assets ~~and liabilities~~ on a non-recurring basis when GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value ~~at acquisition or~~ when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses and the leasing and eventual sale of assets.

~~12. DERIVATIVE FINANCIAL INSTRUMENTS~~

~~Commodity Derivatives~~

~~Crude Oil~~

Depending on market conditions, we source crude oil from producers in Canada, arranging logistics to Jefferson Terminal and marketing crude oil to third parties. We exited this strategy in the fourth quarter of 2019. These crude oil forward purchase and sales contracts are not designated in hedging relationships.

~~Butane~~

~~Depending on market conditions, Repauno enters into forward purchase and sales contracts for butane. These derivatives are short-term in nature and are used for trading purposes.~~

~~The following table presents information related to our butane derivative contracts:~~


	~~September 30, 2021~~		~~December 31, 2020~~
~~Notional Amount~~ ~~(BBL in thousands)~~	~~493~~		~~N/A~~
~~Fair Value of Assets~~ ~~(1)~~	$	~~1,979~~	$	—

~~Term~~	~~1 to 6 months~~		~~N/A~~

~~(1)~~ ~~Included in Other assets in the Consolidated Balance Sheets.~~

~~The following table presents a summary of the changes in fair value for all Level 3 derivatives:~~

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Beginning Balance $ — $ — $ — $ 181
Net losses recognized in earnings — — — (181)
Ending Balance $ — $ — $ — $ —

~~There were no transfers into or out of Level 3 during the periods presented.~~

~~13.~~9. REVENUES

We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues attributed to our Equipment Leasing business unit are within the scope of ASC 842 and ASC 606, while revenues attributed to our Infrastructure business unit are within the scope of ASC 606, unless otherwise noted. ~~Under the provisions of ASC 842, we~~We have elected to exclude sales and other similar taxes from ~~lease payments~~revenues.


	Three Months Ended June 30, 2022
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	37,196	$	—	$	—	$	—	$	2,342	$	39,538
Maintenance revenue	39,932		—		—		—		—		39,932
Finance lease income	102		—		—		—		—		102
Other revenue	31,701		—		—		—		791		32,492
Total equipment leasing revenues	108,931		—		—		—		3,133		112,064
Infrastructure revenues
Lease income	—		314		—		553		—		867
Rail revenues	—		—		—		37,507		—		37,507
Terminal services revenues	—		14,214		13		—		—		14,227

Other revenue	—		—		1,627		—		11,640		13,267
Total infrastructure revenues	—		14,528		1,640		38,060		11,640		65,868
Total revenues	$	108,931	$	14,528	$	1,640	$	38,060	$	14,773	$	177,932

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in ~~arrangements where we are a lessor.~~tables in thousands, unless otherwise noted)


	Three Months Ended June 30, 2021
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	40,208	$	—	$	—	$	—	$	2,694	$	42,902
Maintenance revenue	32,003		—		—		—		—		32,003
Finance lease income	443		—		—		—		—		443
Other revenue	5,789		—		—		—		434		6,223
Total equipment leasing revenues	78,443		—		—		—		3,128		81,571
Infrastructure revenues
Lease income	—		432		—		—		—		432

Terminal services revenues	—		11,095		25		—		—		11,120

Other revenue	—		—		2,319		—		1,473		3,792
Total infrastructure revenues	—		11,527		2,344		—		1,473		15,344
Total revenues	$	78,443	$	11,527	$	2,344	$	—	$	4,601	$	96,915


	Six Months Ended June 30, 2022
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	71,043	$	—	$	—	$	—	$	7,709	$	78,752
Maintenance revenue	76,664		—		—		—		—		76,664
Finance lease income	213		—		—		—		—		213
Other revenue	46,036		—		—		—		2,090		48,126
Total equipment leasing revenues	193,956		—		—		—		9,799		203,755
Infrastructure revenues
Lease income	—		666		—		1,041		—		1,707
Rail revenues	—		—		86		71,089		—		71,175
Terminal services revenues	—		26,908		103		—		—		27,011

Other revenue	—		—		(535)		—		12,658		12,123
Total infrastructure revenues	—		27,574		(346)		72,130		12,658		112,016
Total revenues	$	193,956	$	27,574	$	(346)	$	72,130	$	22,457	$	315,771

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended September 30, 2021
Equipment Leasing Infrastructure
Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total
Equipment leasing revenues
Lease income $ 40,392 $ — $ — $ — $ 2,386 $ 42,778
Maintenance revenue 40,252 — — — — 40,252
Finance lease income 439 — — — — 439
Other revenue 12,855 — — — 2,850 15,705
Total equipment leasing revenues 93,938 — — — 5,236 99,174
Infrastructure revenues
Lease income — 433 — 358 — 791
Rail revenues — — — 24,182 — 24,182
Terminal services revenues — 11,469 — — — 11,469
Crude marketing revenues — — — — — —
Other revenue — — (458) — 804 346
Total infrastructure revenues — 11,902 (458) 24,540 804 36,788
Total revenues $ 93,938 $ 11,902 $ (458) $ 24,540 $ 6,040 $ 135,962

Three Months Ended September 30, 2020
Equipment Leasing Infrastructure
Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total
Equipment leasing revenues
Lease income $ 38,537 $ — $ — $ — $ 1,903 $ 40,440
Maintenance revenue 25,609 — — — — 25,609
Finance lease income 591 — — — — 591
Other revenue 1,754 — — — 1,405 3,159
Total equipment leasing revenues 66,491 — — — 3,308 69,799
Infrastructure revenues
Lease income — 368 — — — 368
Terminal services revenues — 11,329 — — — 11,329
Crude marketing revenues — — — — — —
Other revenue — — 1,242 — 971 2,213
Total infrastructure revenues — 11,697 1,242 — 971 13,910
Total revenues $ 66,491 $ 11,697 $ 1,242 $ — $ 4,279 $ 83,709

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

Nine Months Ended September 30, 2021
Equipment Leasing Infrastructure
Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total
Equipment leasing revenues
Lease income $ 120,389 $ — $ — $ — $ 5,518 $ 125,907
Maintenance revenue 87,763 — — — — 87,763
Finance lease income 1,285 — — — — 1,285
Other revenue 19,045 — — — 3,352 22,397
Total equipment leasing revenues 228,482 — — — 8,870 237,352
Infrastructure revenues
Lease income — 1,295 — 358 — 1,653
Rail revenues — — — 24,182 — 24,182
Terminal services revenues — 32,853 157 — — 33,010
Crude marketing revenues — — — — — —
Other revenue — — 9,825 — 4,004 13,829
Total infrastructure revenues — 34,148 9,982 24,540 4,004 72,674
Total revenues $ 228,482 $ 34,148 $ 9,982 $ 24,540 $ 12,874 $ 310,026

Nine Months Ended September 30, 2020
Equipment Leasing Infrastructure
Aviation Leasing Jefferson Terminal Ports and Terminals Transtar Corporate and Other Total
Equipment leasing revenues
Lease income $ 127,983 $ — $ — $ — $ 6,904 $ 134,887
Maintenance revenue 84,709 — — — — 84,709
Finance lease income 1,433 — — — — 1,433
Other revenue 10,617 — — — 4,436 15,053
Total equipment leasing revenues 224,742 — — — 11,340 236,082
Infrastructure revenues
Lease income — 775 — — — 775
Terminal services revenues — 40,534 — — — 40,534
Crude marketing revenues — 8,210 — — — 8,210
Other revenue — — 1,556 — 3,701 5,257
Total infrastructure revenues — 49,519 1,556 — 3,701 54,776
Total revenues $ 224,742 $ 49,519 $ 1,556 $ — $ 15,041 $ 290,858


	Six Months Ended June 30, 2021
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	79,997	$	—	$	—	$	—	$	3,132	$	83,129
Maintenance revenue	47,511		—		—		—		—		47,511
Finance lease income	846		—		—		—		—		846
Other revenue	6,190		—		—		—		502		6,692
Total equipment leasing revenues	134,544		—		—		—		3,634		138,178
Infrastructure revenues
Lease income	—		862		—		—		—		862
Terminal services revenues	—		21,384		157		—		—		21,541
Crude marketing revenues	—		—		—		—		—		—
Other revenue	—		—		10,283		—		3,200		13,483
Total infrastructure revenues	—		22,246		10,440		—		3,200		35,886
Total revenues	$	134,544	$	22,246	$	10,440	$	—	$	6,834	$	174,064

Presented below are the contracted minimum future annual revenues to be received under existing operating ~~and finance~~ leases across several market sectors as of ~~September~~June 30, ~~2021:~~2022:
Operating Leases Finance Leases
Remainder of 2021 $ 46,354 $ 408
2022 134,253 1,291
2023 96,095 531
2024 69,352 113
2025 47,450 10
Thereafter 32,865 —
Total $ 426,369 $ 2,353


	Operating Leases
Remainder of 2022	$	78,238
2023	108,931
2024	72,467
2025	45,869
2026	26,816
Thereafter	67,740
Total	$	400,061

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

~~14. LEASES~~

~~We have commitments as lessees under lease arrangements primarily for real estate, equipment and vehicles. Our leases have remaining lease terms ranging from approximately two months to 41 years.~~

~~The following table presents lease related costs:~~

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Amortization of right-of-use assets $ 161 $ — $ 161 $ —
Interest on lease liabilities 11 — 11 —
Finance lease expense 172 — 172 —
Operating lease expense 1,780 1,230 4,227 3,594
Short-term lease expense 320 84 900 534
Variable lease expense 540 111 1,177 1,215
Total lease expense $ 2,812 $ 1,425 $ 6,476 $ 5,343

~~The following table presents information related to our operating leases as of and for the nine months ended September 30, 2021:~~


~~Right-of-use assets, net~~	$	~~74,643~~
~~Lease liabilities~~	~~74,134~~

~~Weighted average remaining lease term~~	~~33.6 years~~
~~Weighted average incremental borrowing rate~~	~~5.6~~		%


~~Cash paid for amounts included in the measurement of operating lease liabilities~~	$	~~4,208~~

~~The following table presents future minimum lease payments under non-cancellable operating leases as of September 30, 2021:~~

Remainder of 2021 $ 4,224
2022 9,589
2023 7,875
2024 6,901
2025 6,677
Thereafter 148,455
Total undiscounted lease payments 183,721
Less: Imputed interest 109,587
Total lease liabilities $ 74,134

~~In July 2021, in connection with our acquisition of Transtar, we assumed ROU assets of approximately $10.8 million with a weighted average remaining term of 5.5 years.~~

Additionally, during the nine months ended September 30, 2021, we entered into a new lease for real estate, which had a ROU asset value of $2.7 million and a lease term of approximately five years at commencement.

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

~~15.~~10. EQUITY-BASED COMPENSATION

In 2015, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the Board of Directors.

As of ~~September~~June 30, ~~2021,~~2022, the Incentive Plan provides for the issuance of up to 29.8 million shares. We account for equity-based compensation expense in accordance with ASC 718 Compensation-Stock Compensation and is reported within operating expenses and general and administrative in the Consolidated Statements of Operations.

The Consolidated Statements of Operations includes the following expense related to our stock-based compensation arrangements:

Three Months Ended September 30, Nine Months Ended September 30, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)
2021 2020 2021 2020
Restricted Shares $ 553 $ 427 $ 2,664 $ 857 $ 4,712 1.2
Common Units 175 194 617 466 1,230 1.1
Total $ 728 $ 621 $ 3,281 $ 1,323 $ 5,942


	Three Months Ended June 30,				Six Months Ended June 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2022		2021		2022		2021

Restricted Shares	$	538	$	1,270	$	1,076	$	2,111	$	2,655	0.8 years
Common Units	1,047		169		1,218		442		3,599		1.2 years
Total	$	1,585	$	1,439	$	2,294	$	2,553	$	6,254

Options

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC, transferred ~~25,998~~336,862 of its options to certain of the Manager’s employees. ~~Additionally, certain of the Manager’s employees exercised 165,268 options at a weighted average exercise price of $18.22 and received a net 55,092 common shares.~~

In connection with our March 2021 offering of preferred shares (see Note 20), we granted options to the Manager related to 355,932 common shares at an exercise price of $29.50, which had a grant date fair value of $3.7 million. The assumptions used in valuing the options were: a 1.70% risk-free rate, a 3.16% dividend yield, a 45.60% volatility and a ten-year term.

In connection with our September 2021 offering of common shares (see Note 20), we granted options to the Manager related to 1,200,000 common shares at an exercise price of $25.50, which had a grant date fair value of $9.2 million. The assumptions used

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in ~~valuing the options were: a 1.34% risk-free rate, a 3.64% dividend yield, a 44.78% volatility and a~~ tables in thousands, unless otherwise noted)~~ten-year term.~~

Common Units

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we issued ~~1,052,632~~ common units of our subsidiary that had a grant date fair value of ~~$1.2~~$1.9 million and vest over three years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

~~Restricted Shares~~

~~During~~Additionally, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we issued ~~restricted shares~~separate common units of our subsidiary that had a grant date fair value of ~~$5.3~~$1.9 million and vest over three years. These awards are subject to ~~continued employment,~~performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting ~~periods.~~periods if it is probable that the performance conditions will be met. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

~~16.~~11. RETIREMENT BENEFIT PLANS

In connection with the acquisition of Transtar, ~~(see Note 4),~~ we ~~assumed~~established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees.

Defined Benefit Pensions

Our partially funded pension plan is a tax qualified plan. Our pension plan covers certain eligible Transtar employees. These plans are noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment.

~~FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(unaudited)~~

~~(Dollars in tables in thousands, unless otherwise noted)~~

Postretirement Benefits

Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory.

The following table summarizes our retirement benefit plan costs for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Service costs and interest costs are recorded in Operating expenses and Other (expense) income, respectively, in the Consolidated Statements of Operations.


							Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
		Pension Benefits		Postretirement Benefits			Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	Service costs	$	392	$	431	Service costs	$	438	$	538	$	876	$	1,075
Interest costs	Interest costs	45		139		Interest costs	74		225		148		450
Total	Total	$	437	$	570	Total	$	512	$	763	$	1,024	$	1,525

80We have material customer concentration with respect to the Transtar business, with a limited number of customers accounting for a material portion of our revenues.

We earned approximately 12% of our revenue from one customer in the Transtar segment during the year ended December 31, 2021 (based on our period of ownership of Transtar).

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these customers may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other factors, some of which may be outside of our control. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services or we could lose a major customer. Any such development could have an adverse effect on our margins and financial position, and would negatively affect our revenues and results of operations and/or trading price of our shares.

Risks Related to Our Manager

We are dependent on our Manager and other key personnel at Fortress and may not find suitable replacements if our Manager terminates the Management Agreement or if other key personnel depart.

Our officers and other individuals who perform services for us (other than Aviation, Jefferson, Repauno, ~~and~~ Long Ridge and Transtar employees) are employees of our Manager or other Fortress entities. We are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business. We are subject to the risk that our Manager will terminate the Management Agreement and that we will not be able to find a suitable replacement for our Manager in a timely manner, at a reasonable cost, or at all. Furthermore, we are dependent on the services of certain key employees of our Manager and certain key employees of Fortress entities whose compensation is partially or entirely dependent upon the amount of management fees earned by our Manager or the incentive allocations distributed to the General Partner and whose continued service is not guaranteed, and the loss of such personnel or services could materially adversely affect our operations. We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us. An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.

In addition, our Manager may assign our Management Agreement to an entity whose business and operations are managed or supervised by Mr. Wesley R. Edens, who is a principal, Co-Chief Executive Officer and a member of the board of directors of Fortress, an affiliate of our Manager, and a member of the management committee of Fortress since co-founding Fortress in May 1998. In the event of any such assignment to a non-affiliate of Fortress, the functions currently performed by our Manager’s current personnel may be performed by others. We can give you no assurance that such personnel would manage our operations in the same manner as our Manager currently does, and the failure by the personnel of any such entity to acquire assets generating attractive risk-adjusted returns could have a material adverse effect on our business, financial condition, results of operations and cash flows.

On December 27, 2017, SoftBank ~~announced that it~~ completed ~~the SoftBank Merger.~~its acquisition of Fortress (the “SoftBank Merger”). In connection with the SoftBank Merger, Fortress operates within SoftBank as an independent business headquartered in New York. ~~There can be no assurance that the SoftBank Merger will not have an impact on us or our relationship with the Manager.~~

There are conflicts of interest in our relationship with our Manager.

Our Management Agreement, the Partnership Agreement and our operating agreement were negotiated prior to our IPO and among affiliated parties, and their terms, including fees payable, may not be as favorable to us as if they had been negotiated after our IPO with an unaffiliated third-party.

There are conflicts of interest inherent in our relationship with our Manager insofar as our Manager and its affiliates -— including investment funds, private investment funds, or businesses managed by our Manager, including Seacastle Inc., Florida East Coast Industries, LLC (“FECI”) and FYX -Trust Holdco LLC (“FYX”) — invest in transportation and transportation-related infrastructure assets and whose investment objectives overlap with our asset acquisition objectives. Certain opportunities appropriate for us may also be appropriate for one or more of these other investment vehicles. Certain members of our board of directors and employees of our Manager who are our officers also serve as officers and/or directors of these other entities. For example, we have some of the same directors and officers as Seacastle ~~Inc~~Inc. and FYX. Although we have the same Manager, we may compete with entities affiliated with our Manager or Fortress, including Seacastle Inc., FECI and FYX, for certain target assets. From time to time, affiliates of Fortress focus on investments in assets with a similar profile as our target assets that we may seek to acquire. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has multiple existing and planned funds focused on investing in one or more of our target sectors, each with significant current or expected capital commitments. We have previously purchased and may in the future purchase assets from these funds, and have previously co-invested and may in the future co-invest with these funds in transportation and transportation-related infrastructure assets. Fortress funds generally have a fee structure similar to ours, but the fees actually paid will vary depending on the size, terms and performance of each fund.

Our Management Agreement generally does not limit or restrict our Manager or its affiliates from engaging in any business or managing other pooled investment vehicles that invest in assets that meet our asset acquisition objectives. Our Manager intends to engage in additional transportation and infrastructure related management and other investment opportunities in the future, including, but not limited to, ~~a potential~~the previously announced spin-off of our infrastructure business, which may compete with us for investments or result in a change in our current investment strategy. In addition, our operating agreement provides that if Fortress or an affiliate or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our shareholders or our affiliates. In the event that any of our directors and officers who is also a director, officer or employee of Fortress or its affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of FTAI and such person acts in good faith, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if Fortress or its affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

The ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement, may reduce the amount of time our Manager, its officers or other employees spend managing us. In

addition, we may engage (subject to our strategy) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates, including Seacastle Inc., FECI and FYX, which may include, but are not limited to, certain acquisitions, financing arrangements, purchases of debt, co-investments, consumer loans, servicing advances and other assets that present an actual, potential or perceived conflict of interest. Our board of directors adopted a policy regarding the approval of any “related person transactions” pursuant to which certain of the material transactions described above may require disclosure to, and approval by, the independent members of our board of directors. Actual, potential or perceived conflicts have given, and may in the future give, rise to investor dissatisfaction, litigation or regulatory inquiries or enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential, actual or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially adversely affect our business in a number of ways, including causing an inability to raise additional funds, a reluctance of counterparties to do business with us, a decrease in the prices of our equity securities and a resulting increased risk of litigation and regulatory enforcement actions.

The structure of our Manager’s and the General Partner’s compensation arrangements may have unintended consequences for us. We have agreed to pay our Manager a management fee and the General Partner is entitled to receive incentive allocations from Holdco that are each based on different measures of performance. Consequently, there may be conflicts in the incentives of our Manager to generate attractive risk-adjusted returns for us. In addition, because the General Partner and our Manager are both affiliates of Fortress, the Income Incentive Allocation paid to the General Partner may cause our Manager to place undue emphasis on the maximization of earnings, including through the use of leverage, at the expense of other objectives, such as preservation of capital, to achieve higher incentive allocations. Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential. This could result in increased risk to the value of our portfolio of assets and our common shares.

If the spin-off of FTAI Infrastructure is completed, we expect that our Management Agreement will be amended and assigned to FTAI Infrastructure and that we will enter into a new management agreement under terms substantially similar to the terms of the Management Agreement.

Our directors have approved a broad asset acquisition strategy for our Manager and dowill not approve each acquisition we make at the direction of our Manager. In addition, we may change our strategy without a shareholder vote, which may result in our acquiring assets that are different, riskier or less profitable than our current assets.

Our Manager is authorized to follow a broad asset acquisition strategy. We may pursue other types of acquisitions as market conditions evolve. Our Manager makes decisions about our investments in accordance with broad investment guidelines adopted by our board of directors. Accordingly, we may, without a shareholder vote, change our target sectors and acquire a variety of assets that differ from, and are possibly riskier than, our current asset portfolio. Consequently, our Manager has great latitude in determining the types and categories of assets it may decide are proper investments for us, including the latitude to invest in types and categories of assets that may differ from those in our existing portfolio. Our directors will periodically review our strategy and our portfolio of assets. However, our board ~~does~~will not review or pre-approve each proposed acquisition or our related financing arrangements. In addition, in conducting periodic reviews, the directors will rely primarily on information provided to them by our Manager. Furthermore, transactions entered into by our Manager may be difficult or impossible to reverse by the time they are reviewed by the directors even if the transactions contravene the terms of the Management Agreement. In addition, we may change our asset acquisition strategy, including our target asset classes, without a shareholder vote.

Our asset acquisition strategy may evolve in light of existing market conditions and investment opportunities, and this evolution may involve additional risks depending upon the nature of the assets we target and our ability to finance such assets on a short or long-term basis. As part of our continuing efforts to provide value to our shareholders, we are currently considering a spin-off of our infrastructure business from the remainder of our asset portfolio. Our board has not formally evaluated any such transaction, and there can be no assurance as to the timing, terms, structure or completion of any such transaction. Any such transaction would be subject to a number of risks and uncertainties, could have tax implications for the holders of our common shares, and could adversely affect the price of our common shares and our liquidity. As part of our continuing efforts to provide value to our shareholders, we are currently considering a spin-off of our infrastructure business from the remainder of our asset portfolio. Our board has not formally evaluated any such transaction, and there can be no assurance as to the timing, terms, structure or completion of any such transaction. Any such transaction would be subject to a number of risks and uncertainties, could have tax implications for the holders of our common

shares, and could adversely affect the price of our common shares and our liquidity. Opportunities that present unattractive risk-return profiles relative to other available opportunities under particular market conditions may become relatively attractive under changed market conditions and changes in market conditions may therefore result in changes in the assets we target. Decisions to make acquisitions in new asset categories present risks that may be difficult for us to adequately assess and could therefore reduce or eliminate our ability to pay dividends on our common shares or have adverse effects on our liquidity or financial condition. A change in our asset acquisition strategy may also increase our exposure to interest rate, foreign currency or credit market fluctuations. In addition, a change in our asset acquisition strategy may increase our use of non-match-funded financing, increase the guarantee obligations we agree to incur or increase the number of transactions we enter into with affiliates. Our failure to accurately assess the risks inherent in new asset categories or the financing risks associated with such assets could adversely affect our results of operations and our financial condition.

Our Manager will not be liable to us for any acts or omissions performed in accordance with the Management Agreement, including with respect to the performance of our assets.

Pursuant to our Management Agreement, our Manager will not assume any responsibility other than to render the services called for thereunder in good faith and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations. Our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling or Manager, will not be liable to us or any of our subsidiaries, to our board of directors, or our or any subsidiary’s shareholders or partners for any acts or omissions by our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling or Manager, except liability to us, our shareholders, directors, officers and employees and persons controlling us, by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement. We will, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

Our Manager’s due diligence of potential asset acquisitions or other transactions may not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.

Our Manager intends to conduct due diligence with respect to each asset acquisition opportunity or other transaction it pursues. It is possible, however, that our Manager’s due diligence processes will not uncover all relevant facts, particularly with respect to any assets we acquire from third parties. In these cases, our Manager may be given limited access to information about the asset and will rely on information provided by the seller of the asset. In addition, if asset acquisition opportunities are scarce, the process for selecting bidders is competitive, or the timeframe in which we are required to complete diligence is short, our ability to conduct a due diligence investigation may be limited, and we would be required to make decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, transactions that initially appear to be viable may prove not to be over time, due to the limitations of the due diligence process or other factors.

Risks Related to Taxation

Shareholders may be subject to U.S. federal income tax on their share of our taxable income, regardless of whether they receive any cash ~~dividends~~distributions from us.

So long as we would not be required to register as an investment company under the Investment Company Act of 1940 if we were a U.S. Corporation and 90% of our gross income for each taxable year constitutes “qualifying income” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), on a continuing basis, FTAI will be treated, for U.S. federal income tax purposes, as a partnership and not as an association or publicly traded partnership taxable as a corporation. Holders of our common shares may be subject to U.S. federal, state, local and, ~~possibly,~~ in some cases, non-U.S. income taxation on their allocable share of our items of income, gain, loss, deduction and credit (including our allocable share of those items of Holdco or any other entity in which we invest that is treated as a partnership or is otherwise subject to tax on a flow through basis) for each of our taxable years ending with or within their taxable year, regardless of whether they receive cash ~~dividends~~distributions from us. Such shareholders may not receive cash ~~dividends~~distributions equal to their allocable share of our net taxable income or even the tax liability that results from that income.

We may hold or acquire certain investments through entities classified as CFCs or PFICs for U.S. federal income tax purposes.

Many of our investments are in non-U.S. corporations or are held through non-U.S. subsidiaries that are classified as corporations for U.S. federal income tax purposes. Some of these foreign entities may be classified as controlled foreign corporations (“CFCs”) or passive foreign investment companies (“PFICs”) (each as defined in the Code). Shareholders subject to U.S. federal income tax may experience adverse U.S. federal income tax consequences related to the indirect ownership of CFC or PFIC shares. For example, such shareholders may be required to take into account U.S. taxable income with respect to such CFCs or PFICs without a corresponding receipt of cash from us. In addition, under the CFC rules, certain capital gains are treated as ordinary dividend income and certain shareholders could be subject to income inclusions in respect of the “subpart F income” and "global intangible low-taxed income" (“GILTI”) of the CFC. Treasury regulations, ~~have been proposed~~which are already effective with respect to GILTI and that ~~if finalized,~~ will generally be effective beginning in 2023 with respect to subpart F income, generally have the effect of limiting certain adverse consequences of the CFC rules to shareholders treated for U.S. federal income tax purposes as

owning indirectly or constructively (including through other partnerships) stock possessing less than 10% ~~or more~~ of the voting power or value of such ~~CFCs. Taxpayers are permitted to rely, and we intend to rely, on such proposed regulations.~~CFCs through their ownership in FTAI.

Under the PFIC rules, indirect ownership of PFIC shares by U.S. persons generally gives rise to materially adverse U.S. federal income tax consequences, which may be mitigated by electing to treat the PFIC as a qualified electing fund (“QEF”). We currently anticipate using commercially reasonable efforts to make such an election (a “QEF Election”) with respect to each PFIC in which we hold a material interest, directly or indirectly, in the first year during which we hold shares in such ~~entity.~~entity, provided such PFIC is not also a CFC. As a result, U.S. holders of our common shares will generally be subject to tax on a current basis on their respective shares of each such PFIC’s undistributed ordinary earnings and net capital gains for each year in which the entity is a PFIC, regardless of whether such holders receive a corresponding distribution of cash from us. In certain cases, however, we may be unable to make a QEF Election with respect to a PFIC because, for example, we are unable to obtain the necessary information. In such event, U.S. holders of our common shares will be subject to imputed interest charges and other disadvantageous tax treatment with respect

to certain “excess distributions” from the PFIC and gain realized upon the direct or indirect sale of the PFIC (including through the sale our common shares). Treasury Regulations have been proposed that would require partners in a partnership – rather than the partnership itself – to make a QEF election with respect to stock of a PFIC held indirectly through a partnership, if a partner so chooses. A partner that makes such an election generally would be subject to tax on a current basis on its share of such PFIC’s undistributed ordinary earnings and net capital gains for each year in which the entity is a PFIC, regardless of whether such holders receive a corresponding distribution of cash from the PFIC or from us. In addition, under the proposed regulations, the PFIC rules would apply with respect to a partner’s indirect interest in a PFIC that is held through a partnership even if such entity is also a CFC with respect to the partnership. As a result, if finalized in substantially their current form, these regulations would generally result in the PFIC rules applying to FTAI investors with respect to foreign corporations that are majority- or wholly-owned by us.

Prospective investors should consult their tax advisors regarding the potential impact of the rules regarding CFCs and PFICs before investing in our shares.

Certain tax consequences of the ownership of our preferred shares, including treatment of distributions as guaranteed payments for the use of capital, are uncertain.

The tax treatment of distributions on our preferred shares is uncertain. We intend to treat the holders of our preferred shares as partners for tax purposes and we intend to treat distributions on the shares as guaranteed payments for the use of capital that will generally be taxable to the holders of our preferred shares as ordinary income. Although a holder of our preferred shares will recognize taxable income from the accrual of such a guaranteed payment (even in the absence of a contemporaneous cash distribution), we anticipate accruing and making the guaranteed payment distributions quarterly. Except in the case of any loss recognized in connection with our liquidation, we do not anticipate allocating any items of our income, gain, loss or deduction to holders of our preferred shares, ~~are generally not anticipated to share in our items of income, gain, loss or deduction,~~ nor ~~are they anticipated to be allocated~~do we anticipate allocating them any share of our nonrecourse liabilities. If our preferred shares were treated as indebtedness for tax purposes, rather than as guaranteed payments for the use of capital, distributions in respect of the preferred coupon likely would be treated as payments of interest by us to the holders of our preferred shares. Finally, if holders of our preferred shares were entitled to an allocation of income from FTAI, the risk factors applicable to holders of common shares would generally apply.

~~U.S. tax reform could adversely affect us and our shareholders.~~

The Tax Cuts and Jobs Act (the “TCJA”), which is generally effective for taxable years beginning after December 31, 2017, amended the Code in a manner that significantly changed the taxation of individuals and business entities, including with respect to the taxation of offshore earnings and the deductibility of interest. In some cases, there is still uncertainty around the scope and application of the TCJA that may be addressed in future guidance issued by the U.S. Department of Treasury and the IRS. Some of the changes could adversely affect our business and financial condition and the value of our shares. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, temporarily modifies some provisions of the TCJA.

~~Prospective investors should consult their tax advisors about the TCJA and its potential impact before investing in our shares.~~

~~Under the TCJA, shareholders~~Shareholders that are not U.S. persons could be subject to U.S. federal income tax, including a 10% withholding tax, on the disposition of our shares.

If the Internal Revenue Service (the “IRS”) were to determine that we, Holdco, or any other entity in which we invest that is subject to tax on a flow-through basis, is engaged in a U.S. trade or business for U.S. federal income tax purposes, any gain recognized by a foreign transferor on the sale, exchange or other disposition of our shares would generally be treated as “effectively connected” with such trade or business to the extent it does not exceed the effectively connected gain that would be allocable to the transferor if we sold all of our assets at their fair market value as of the date of the transferor’s disposition. Under ~~the TCJA,~~current law, any such gain that is treated as effectively connected will generally be subject to U.S. federal income tax. In addition, ~~the transferee~~after December 31, 2022, certain brokers effecting transfers of ~~the~~our shares ~~or the applicable withholding agent would be~~are required to deduct and withhold a tax equal to 10% of the amount realized by the transferor on the disposition, which would include an allocable portion of our liabilities and would therefore generally exceed the amount of transferred cash received by transferor in the disposition, unless the transferor provides an IRS Form W-9 or an affidavit stating the transferor’s taxpayer identification number and that the transferor is not a foreign ~~person. If the transferee fails to properly withhold such tax,~~person or certain exceptions apply. Additionally, we ~~would~~(or certain qualified intermediaries) may be required to deduct and withhold ~~from~~certain amounts with respect to distributions to the ~~transferee a tax in an amount equal to the amount the transferee failed to withhold, plus interest.~~transferees of our shares. Although we do not believe that we are currently engaged in a U.S. trade or business (directly or indirectly through pass-through subsidiaries), we are not required to manage our operations in a manner that is intended to avoid the conduct of a U.S. trade or business.

The withholding requirements with respect to the disposition of an interest in a publicly traded partnership are currently suspended and will remain suspended until Treasury regulations are promulgated or other relevant authoritative guidance is issued. Future guidance on the implementation of these requirements will be applicable on a prospective basis.

Tax gain or loss on a sale or other disposition of our common shares could be more or less than expected.

If a sale of our common shares by a shareholder is taxable in the United States, the shareholder will generally recognize gain or loss equal to the difference between the amount realized by such shareholder in the sale and such shareholder’s adjusted tax basis in those shares. A shareholder’s adjusted tax basis in the shares at the time of sale will generally be lower than the shareholder’s original tax basis in the shares to the extent that prior distributions to such shareholder exceed the total taxable income allocated to such ~~shareholder.~~shareholder or in certain other instances. A shareholder may therefore recognize a gain in a sale of our common shares even if the shares are sold at a price that is less than their original cost. A portion of the amount realized, whether or not representing gain, may be treated as ordinary income to such shareholder.

8485

Our ability to make distributions depends on our receiving sufficient cash distributions from our subsidiaries, and we cannot assure our shareholders that we will be able to make cash distributions to them in amounts that are sufficient to fund their tax liabilities.

Our subsidiaries may be subject to local taxes in each of the relevant territories and jurisdictions in which they operate, including taxes on income, profits or gains and withholding taxes. As a result, our funds available for distribution are indirectly reduced by such taxes, and the post-tax return to our shareholders is similarly reduced by such taxes.

In general, a shareholder that is subject to U.S. federal income tax must include in income its allocable share of FTAI’s items of income, gain, loss, deduction, and credit (including, so long as ~~FTAI~~Holdco is treated as a partnership for U.S. federal income tax purposes, FTAI’s allocable share of those items of Holdco and any pass-through subsidiaries of Holdco) for each of our taxable years ending with or within such shareholder’s taxable year. However, the cash distributed by FTAI to a shareholder may not be sufficient to pay the full amount of such shareholder’s tax liability in respect of its investment in ~~us, because each shareholder’s tax liability depends on such shareholder’s particular tax situation and the tax treatment of our underlying activities or assets.~~us.

If we are treated as a corporation for U.S. federal income tax purposes, the value of the shares could be adversely affected.

We have not requested, and do not plan to request, a ruling from the IRS on our treatment as a partnership for U.S. federal income tax purposes, or on any other matter affecting us. As of the date of the consummation of our initial public offering, under then current law and assuming full compliance with the terms of our operating agreement (and other relevant documents) and based upon factual statements and representations made by us, our outside counsel opined that we will be treated as a partnership, and not as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. However, opinions of counsel are not binding upon the IRS or any court, and the IRS may challenge this conclusion and a court may sustain such a challenge. The factual representations made by us upon which our outside counsel relied relate to our organization, operation, assets, activities, income, and present and future conduct of our operations. In general, if an entity that would otherwise be classified as a partnership for U.S. federal income tax purposes is a “publicly traded partnership” (as defined in the Code) it will be nonetheless treated as a corporation for U.S. federal income tax purposes, unless the exception described below, and upon which we intend to rely, applies. A publicly traded partnership will, however, be treated as a partnership, and not as a corporation for U.S. federal income tax purposes, so long as 90% or more of its gross income for each taxable year constitutes “qualifying income” within the meaning of the Code and it is not required to register as an investment company under the Investment Company Act of 1940. We refer to this exception as the “Qualifying Income Exception.”

Qualifying income generally includes dividends, interest, capital gains from the sale or other disposition of stocks and securities and certain other forms of investment income. We believe that our return from investments will include interest, dividends, capital gains and other types of qualifying income, but no assurance can be given as to the types of income that will be earned in any given year.

If we fail to satisfy the Qualifying Income Exception, we would be required to pay U.S. federal income tax at regular corporate rates on our ~~income. Although the TCJA reduced regular corporate rates from 35% to 21%, our failure to qualify as a partnership for U.S. federal~~ income, ~~tax purposes~~which could ~~nevertheless~~ adversely affect our business, operating results and financial condition. In addition, we would likely be liable for state and local income and/or franchise taxes on our income. Finally, distributions of cash to shareholders would constitute qualified dividend income taxable to such shareholders to the extent of our earnings and profits and would not be deductible by us. Taxation of us as a publicly traded partnership taxable as a corporation could result in a material adverse effect on our cash flow and the after-tax returns for shareholders and thus could result in a substantial reduction in the value of our shares.

Shareholders that are not U.S. persons should also anticipate being required to file U.S. tax returns and may be required to pay U.S. tax solely on account of owning our shares.

~~In light of our intended investment activities, we~~We may be, or may become, engaged in a U.S. trade or business for U.S. federal income tax purposes (directly or indirectly through pass-through subsidiaries), in which case some portion of our income would be treated as effectively connected income with respect to non-U.S. persons. Moreover, we ~~anticipate that,~~may, in the future, ~~we will~~ sell interests in U.S. real holding property corporations (each a “USRPHC”) and therefore be deemed to be engaged in a U.S. trade or business at such time. If we were to realize gain from the sale or other disposition of a U.S. real property interest (including a USRPHC) or were otherwise engaged in a U.S. trade or business, non-U.S. persons holding our common shares generally would be required to file U.S. federal income tax returns and would be subject to U.S. federal withholding tax on their allocable share of the effectively connected income onor gain at the ~~highest marginal~~regular U.S. federal income tax ~~rates applicable to ordinary income.~~rates. Likewise, non-U.S. persons holding our preferred shares, by virtue of receiving guaranteed payments, may be required to file U.S. federal income tax returns and may be subject to U.S. federal withholding tax on their guaranteed payments, irrespective of our operations or investments. In both cases, non-U.S. persons that are corporations may also be subject to a branch profits tax on their allocable share of such income. Non-U.S. persons should anticipate being required to file U.S. tax returns and may be required to pay U.S. tax solely on account of owning our shares. Non-U.S. shareholders are urged to consult their tax advisors regarding the tax consequences of an investment in our shares.

8586

Non-U.S. persons that hold (or are deemed to hold) more than 5% of any class of our shares (or held, or were deemed to hold, more than 5% of any class of our shares) may be subject to U.S. federal income tax upon the disposition of some or all their shares.

If a non-U.S. person held more than 5% of any class of our shares at any time during the 5-year period preceding such non-U.S. person’s disposition of such shares, and we were considered a USRPHC (determined as if we were a U.S. corporation) at any time during such 5-year period because of our current or previous ownership of U.S. real property interests above a certain threshold, such non-U.S. person may be subject to U.S. tax on such disposition of such shares (and may have a U.S. tax return filing obligation).

Tax-exempt shareholders may face certain adverse U.S. tax consequences from owning our shares.

We are not required to manage our operations in a manner that would minimize the likelihood of generating income that would constitute “unrelated business taxable income” (“UBTI”) to the extent allocated to a tax-exempt shareholder. Although we expect to invest through subsidiaries that are treated as corporations for U.S. federal income tax purposes and such corporate investments would generally not result in an allocation of UBTI to a shareholder on account of the activities of those subsidiaries, we may not invest through corporate subsidiaries in all cases. Moreover, UBTI also includes income attributable to debt-financed property and we are not prohibited from incurring debt to finance our investments, including investments in subsidiaries. Furthermore, we are not prohibited from being (or causing a subsidiary to be) a guarantor of loans made to a subsidiary. If we (or certain of our subsidiaries) were treated as the borrower for U.S. tax purposes on account of those guarantees, some or all of our investments could be considered debt-financed property. In addition, the treatment of guaranteed payments for the use of capital to tax-exempt investors is not certain, and so distributions on our preferred shares may be treated as UBTI for federal income tax purposes, irrespective of our operations or the structure of our investments. The potential for income to be characterized as UBTI could make our shares an unsuitable investment for a tax-exempt entity. Tax-exempt shareholders are urged to consult their tax advisors regarding the tax consequences of an investment in our shares.

If substantially all of the U.S. source rental income derived from aircraft or ships used to transport passengers or cargo in international traffic (“U.S. source international transport rental income”) of any of our non-U.S. corporate subsidiaries is attributable to activities of personnel based in the United States, such subsidiary could be subject to U.S. federal income tax on a net income basis at regular tax rates, rather than at a rate of 4% on gross income, which would adversely affect our business and result in decreased funds available for distribution to our shareholders.

We believe that the U.S. source international transport rental income of our non-U.S. subsidiaries generally will be subject to U.S. federal income tax, on a gross-income basis at a rate not in excess of 4%. If any of our non-U.S. subsidiaries that is treated as a corporation for U.S. federal income tax purposes did not comply with certain administrative guidelines of the IRS, such that 90% or more of such subsidiary’s U.S. source international transport rental income were attributable to the activities of personnel based in the United States (in the case of bareboat leases) or from “regularly scheduled transportation” as defined in such administrative guidelines (in the case of time-charter leases), such subsidiary’s U.S. source rental income would be treated as income effectively connected with a trade or business in the United States. In such case, such subsidiary’s U.S. source international transport rental income would be subject to U.S. federal income tax at a maximum corporate tax rate, ofcurrently 21% ~~for taxable years beginning after December 31, 2017.~~. In addition, such subsidiary would be subject to the U.S. federal branch profits tax on its effectively connected earnings and profits at a rate of 30%. The imposition of such taxes ~~would~~could adversely affect our business and ~~would~~ result in decreased funds available for distribution to our shareholders.

The ability of our corporate subsidiaries to utilize net operating losses (“NOLs”) to offset their future taxable income may become limited.

Certain of our corporate subsidiaries have significant NOLs, and any limitation on their use could materially affect our profitability. Such a limitation could occur if our corporate subsidiaries were to experience an “ownership change” as defined under Section 382 of the Code. The rules for determining ownership changes are complex, and changes in the ownership of our shares could cause an ownership change in one or more of our corporate subsidiaries. Sales of our shares by our shareholders, as well as future issuances of our shares, could contribute to a potential ownership change in our corporate subsidiaries.

Our subsidiaries may become subject to unanticipated tax liabilities that may have a material adverse effect on our results of operations.

Some of our subsidiaries are subject to income, withholding or other taxes in certain non-U.S. jurisdictions by reason of their jurisdiction of incorporation, activities and operations, where their assets are used or where the lessees of their assets (or others in possession of their assets) are located, and it is also possible that taxing authorities in any such jurisdictions could assert that our subsidiaries are subject to greater taxation than we currently anticipate. Further, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“BEPS”) recently entered into force among the jurisdictions that ratified it. The implementation of BEPS prevention measures could result in a higher effective tax rate on our worldwide earnings by, for example, reducing the tax deductions or otherwise increasing the taxable income of our subsidiaries. In addition, a portion of certain of our non-U.S. corporate subsidiaries’ income is treated as effectively connected with a U.S. trade or business and is accordingly subject to U.S. federal income tax. It is possible that the IRS could assert that a greater portion of any such non-U.S. subsidiaries’ income is effectively connected income that should be subject to U.S. federal income ~~tax.~~tax, which could adversely affect our business and result in decreased funds available for distribution to our shareholders.

8687

Our structure involves complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

The U.S. federal income tax treatment of our shareholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. The U.S. federal income tax treatment of our shareholders may also be modified by administrative, legislative or judicial interpretation at any time, possibly on a retroactive basis, and any such action may affect our investments and commitments that were previously made, and could adversely affect the value of our shares or cause us to change the way we conduct our business.

Our organizational documents and agreements permit the board of directors to modify our operating agreement from time to time, without the consent of shareholders, in order to address certain changes in Treasury regulations, legislation or interpretation. In some circumstances, such revisions could have a material adverse impact on some or all shareholders. Moreover, we will apply certain assumptions and conventions in an attempt to comply with applicable rules and to report income, gain, deduction, loss and credit to shareholders in a manner that reflects such shareholders’ beneficial ownership of partnership items, taking into account variation in ownership interests during each taxable year because of trading activity. However, these assumptions and conventions may not be in compliance with all aspects of applicable tax requirements. It is possible that the IRS will assert successfully that the conventions and assumptions used by us do not satisfy the technical requirements of the Code and/or Treasury regulations and could require that items of income, gain, deduction, loss or credit, including interest deductions, be adjusted, reallocated, or disallowed, in a manner that adversely affects shareholders.

We could incur a significant tax liability if the IRS successfully asserts that the “anti-stapling” rules apply to our investments in our non-U.S. and U.S. subsidiaries, which would adversely affect our business and result in decreased funds available for distribution to our shareholders.

If we were subject to the “anti-stapling” rules of Section 269B of the Code, we would incur a significant tax liability as a result of owning more than 50% of the value of both U.S. and non-U.S. corporate subsidiaries, whose equity interests constitute “stapled interests” that may only be transferred together. If the “anti-stapling” rules applied, our non-U.S. corporate subsidiaries that are treated as corporations for U.S. federal income tax purposes would be treated as U.S. corporations, which would cause those entities to be subject to U.S. federal corporate income tax on their worldwide income. Because we intend to separately manage and operate our non-U.S. and U.S. corporate subsidiaries and structure their business activities in a manner that would allow us to dispose of such subsidiaries separately, we do not expect that the “anti-stapling” rules will apply. However, there can be no assurance that the IRS would not successfully assert a contrary position, which would adversely affect our business and result in decreased funds available for distribution to our shareholders.

Because we cannot match transferors and transferees of our shares, we have therefore adopted certain income tax accounting positions that may not conform with all aspects of applicable tax requirements. The IRS may challenge this treatment, which could adversely affect the value of our shares.

Because we cannot match transferors and transferees of our shares, we have adopted depreciation, amortization and other tax accounting positions that may not conform with all aspects of existing Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our shareholders. It also could affect the timing of these tax benefits or the amount of gain on the sale of our common shares and could have a negative impact on the value of our common shares or result in audits of and adjustments to our shareholders’ tax returns.

We generally allocate items of income, gain, loss and deduction using a monthly or other convention, whereby any such items we recognize in a given month are allocated to our shareholders as of a specified date of such month. As a result, if a shareholder transfers its common shares, it might be allocated income, gain, loss and deduction realized by us after the date of the transfer. Similarly, if a shareholder acquires additional common shares, it might be allocated income, gain, loss, and deduction realized by us prior to its ownership of such common shares. Consequently, our shareholders may recognize income in excess of cash distributions received from us, and any income so included by a shareholder would increase the basis such shareholder has in its common shares and would offset any gain (or increase the amount of loss) realized by such shareholder on a subsequent disposition of its common shares.

Rules regarding U.S. federal income tax liability arising from IRS audits could adversely affect our shareholders.

For taxable years beginning on or after January 1, 2018, we will be liable for U.S. federal income tax liability arising from an IRS audit, unless certain alternative methods are available and we elect to use them. It is possible that certain shareholders or we may be liable for taxes attributable to adjustments to our taxable income with respect to tax years that closed before such shareholders owned our shares. Accordingly, these rules may adversely affect certain shareholders in certain cases. This differs from the rules that apply for taxable years beginning before January 1, 2018, which generally provide that tax adjustments only affect the persons who were shareholders in the tax year in which the item was reported on our tax return. The manner in which these rules apply is uncertain and in many respects depends on the promulgation of future regulations or other guidance by the U.S. Treasury Department or the IRS. Investors should consult their own tax advisors regarding the potential U.S. federal, state, foreign, local and any other tax considerations of the ownership and disposition of our shares.

8788

Risks Related to Our Shares

The market price and trading volume of our common and preferred shares may be volatile, which could result in rapid and substantial losses for our shareholders.

The market price of our common and preferred shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common and preferred shares may fluctuate and cause significant price variations to occur. If the market price of our common or preferred shares declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common and preferred shares may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our shares include:

•a shift in our investor base;

•our quarterly or annual earnings, or those of other comparable companies;

•actual or anticipated fluctuations in our operating results;

•changes in accounting standards, policies, guidance, interpretations or principles;

•announcements by us or our competitors of significant investments, acquisitions or dispositions;

•the failure of securities analysts to cover our common shares;

•changes in earnings estimates by securities analysts or our ability to meet those estimates;

•the operating and share price performance of other comparable companies;

•prevailing interest rates or rates of return being paid by other comparable companies and the market for securities similar to our preferred shares;

•additional issuances of preferred shares;

•whether we we declare distributions on our preferred shares;

•overall market fluctuations;

•general economic conditions; and

•developments in the markets and market sectors in which we participate.

Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions, such as acts of terrorism, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common and preferred shares.

An increase in market interest rates may have an adverse effect on the market price of our shares.

One of the factors that investors may consider in deciding whether to buy or sell our shares is our distribution rate as a percentage of our share price relative to market interest rates. If the market price of our shares is based primarily on the earnings and return that we derive from our investments and income with respect to our investments and our related distributions to shareholders, and not from the market value of the investments themselves, then interest rate fluctuations and capital market conditions will likely affect the market price of our shares. For instance, if market interest rates rise without an increase in our distribution rate, the market price of our shares could decrease, as potential investors may require a higher distribution yield on our shares or seek other securities paying higher distributions or interest. In addition, rising interest rates would result in increased interest expense on our outstanding and future (variable and fixed) rate debt, thereby adversely affecting cash flows and our ability to service our indebtedness and pay distributions.

We are required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal controls, and the outcome of that effort may adversely affect our results of operations, financial condition and liquidity. Because we are no longer an emerging growth company, we are subject to heightened disclosure obligations, which may impact our share price.

As a public company, we are required to comply with Section 404 (“Section 404”) of the Sarbanes-Oxley Act. Section 404 requires that we evaluate the effectiveness of our internal control over financial reporting at the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial reporting in our Annual Report on Form 10-K for that fiscal year. Section 404 also requires an independent registered public accounting firm to attest to, and report on, management’s assessment of our internal controls over financial reporting. Because we ceased to be an emerging growth company at the end of 2017, we were required to have our independent registered public accounting firm attest to the effectiveness of our internal controls in our Annual Reports on Form 10-K starting with the fiscal year ended December 31, 2018, and will be required to do so going forward. The outcome of our review and the report of our independent registered public accounting firm may adversely affect our results of operations, financial condition and liquidity. During the course of our review, we may identify control deficiencies of varying degrees of severity, and we may incur significant costs to remediate those deficiencies or otherwise improve our internal controls. As a public company, we are required to report control deficiencies that constitute a “material weakness” in our internal control over financial reporting. If we discover a material weakness in our internal control over financial reporting, our share price could decline and our ability to raise capital could be impaired.

Your percentage ownership in us may be diluted in the future.

Your percentage ownership in FTAI may be diluted in the future because of equity awards granted and may be granted to our Manager pursuant to the Management Agreement and the Incentive Plan. Since 2015, we granted our Manager an option to acquire ~~3,774,624~~3,903,010 common shares in connection with equity offerings. In the future, upon the successful completion of additional offerings of our common shares or other equity securities (including securities issued as consideration in an acquisition), we will grant to our Manager options to purchase common shares in an amount equal to 10% of the number of common shares being sold in such offerings (or if the issuance relates to equity securities other than our common shares, options to purchase a number of common shares equal to 10% of the gross capital raised in the equity issuance divided by the fair market value of a common share as of the date of the issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of a common share as of the date of the equity issuance if it relates to equity securities other than our common shares), and any such offering or the exercise of the option in connection with such offering would cause dilution.

Our board of directors has adopted the Incentive Plan, which provides for the grant of equity-based awards, including restricted shares, stock options, stock appreciation rights, performance awards, restricted share units, tandem awards and other equity-based and non-equity based awards, in each case to our Manager, to the directors, officers, employees, service providers, consultants and advisors of our Manager who perform services for us, and to our directors, officers, employees, service providers, consultants and advisors. We have initially reserved 30,000,000 common shares for issuance under the Incentive Plan. As of ~~September~~June 30, ~~2021,~~2022, rights relating to ~~3,609,356~~3,737,742 of our common shares were outstanding under the Incentive Plan. In the future on the date of any equity issuance by us during the ten-year term of the Incentive Plan (including in respect of securities issued as consideration in an acquisition), the maximum number of shares available for issuance under the Plan will be increased to include an additional number of common shares equal to ten percent (10%) of either (i) the total number of common shares newly issued by us in such equity issuance or (ii) if such equity issuance relates to equity securities other than our common shares, a number of our common shares equal to 10% of (A) the gross capital raised in an equity issuance of equity securities other than common shares during the ten-year term of the Incentive Plan, divided by (B) the fair market value of a common share as of the date of such equity issuance.

Sales or issuances of our common shares could adversely affect the market price of our common shares.

Sales of substantial amounts of our common shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our common shares. The issuance of our common shares in connection with property, portfolio or business acquisitions or the exercise of outstanding options or otherwise could also have an adverse effect on the market price of our common shares.

The incurrence or issuance of debt, which ranks senior to our common shares upon our liquidation, and future issuances of equity or equity-related securities, which would dilute the holdings of our existing common shareholders and may be senior to our common shares for the purposes of making distributions, periodically or upon liquidation, may negatively affect the market price of our common shares.

We have incurred and may in the future incur or issue debt or issue equity or equity-related securities to finance our operations, acquisitions or investments. Upon our liquidation, lenders and holders of our debt and holders of our preferred shares (if any) would receive a distribution of our available assets before common shareholders. Any future incurrence or issuance of debt would increase our interest cost and could adversely affect our results of operations and cash flows. We are not required to offer any additional equity securities to existing common shareholders on a preemptive basis. Therefore, additional issuances of common shares, directly or through convertible or exchangeable securities (including limited partnership interests in our operating partnership), warrants or options, will dilute the holdings of our existing common shareholders and such issuances, or the perception of such issuances, may reduce the market price of our common shares. Any preferred shares issued by us would likely have a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to make distributions to common shareholders. Because our decision to incur or issue debt or issue equity or equity-related securities in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. Thus, common shareholders bear the risk that our future incurrence or issuance of debt or issuance of equity or equity-related securities will adversely affect the market price of our common shares.

Our determination of how much leverage to use to finance our acquisitions may adversely affect our return on our assets and may reduce funds available for distribution.

We utilize leverage to finance many of our asset acquisitions, which entitles certain lenders to cash flows prior to retaining a return on our assets. While our Manager targets using only what we believe to be reasonable leverage, our strategy does not limit the amount of leverage we may incur with respect to any specific asset. The return we are able to earn on our assets and funds available for distribution to our shareholders may be significantly reduced due to changes in market conditions, which may cause the cost of our financing to increase relative to the income that can be derived from our assets.

While we currently intend to pay regular quarterly dividends to our shareholders, we may change our dividend policy at any time.

Although we currently intend to pay regular quarterly dividends to holders of our common shares, we may change our dividend policy at any time. Our net cash provided by operating activities has been less than the amount of distributions to our shareholders. The declaration and payment of dividends to holders of our common shares will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations,

liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, our taxable income, our operating expenses and other factors our board of directors deem relevant. Our long term goal is to maintain a payout ratio of between 50-60% of funds available for distribution, with remaining amounts used primarily to fund our future acquisitions and opportunities. There can be no assurance that we will continue to pay dividends in amounts or on a basis consistent with prior distributions to our investors, if at all. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject. In addition, our existing indebtedness does, and our future indebtedness may, limit our ability to pay dividends on our common and preferred shares. Moreover, pursuant to the Partnership Agreement, the General Partner will be entitled to receive incentive allocations before any amounts are distributed by us based both on our consolidated net income and capital gains income in each fiscal quarter and for each fiscal year, respectively. Furthermore, the terms of our Series A preferred shares generally prevent us from declaring or paying

dividends on or repurchasing our common shares or other junior capital unless all accrued distributions on such preferred shares have been paid in full.

Anti-takeover provisions in our operating agreement and Delaware law could delay or prevent a change in control.

Provisions in our operating agreement may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our shareholders. For example, our operating agreement provides for a staggered board, requires advance notice for proposals by shareholders and nominations, places limitations on convening shareholder meetings, and authorizes the issuance of preferred shares that could be issued by our board of directors to thwart a takeover attempt. In addition, certain provisions of Delaware law may delay or prevent a transaction that could cause a change in our control. The market price of our shares could be adversely affected to the extent that provisions of our operating agreement discourage potential takeover attempts that our shareholders may favor.

There are certain provisions in our operating agreement regarding exculpation and indemnification of our officers and directors that differ from the Delaware General Corporation Law (the “DGCL”) in a manner that may be less protective of the interests of our shareholders.

Our operating agreement provides that to the fullest extent permitted by applicable law our directors or officers will not be liable to us. Under the DGCL, a director or officer would be liable to us for (i) breach of duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividend, or (iv) a transaction from which the director derived an improper personal benefit. In addition, our operating agreement provides that we indemnify our directors and officers for acts or omissions to the fullest extent provided by law. Under the DGCL, a corporation can only indemnify directors and officers for acts or omissions if the director or officer acted in good faith, in a manner he reasonably believed to be in the best interests of the corporation, and, in criminal action, if the officer or director had no reasonable cause to believe his conduct was unlawful. Accordingly, our operating agreement may be less protective of the interests of our shareholders, when compared to the DGCL, insofar as it relates to the exculpation and indemnification of our officers and directors.

~~As a public company, we will incur additional costs and face increased demands on our management.~~

As a relatively new public company with shares listed on the NYSE, we need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of the NYSE. These rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, as a result of becoming a public company, we have independent directors and board committees. In addition, we may continue to incur additional costs associated with maintaining directors’ and officers’ liability insurance and with the termination of our status as an emerging growth company as of the end of 2017. Because we are no longer an emerging growth company, we are subject to the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and enhanced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We are currently evaluating and monitoring developments with respect to these rules, which may impose additional costs on us and have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common shares, our share price and trading volume could decline.

The trading market for our common shares are influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our common units or publishes inaccurate or unfavorable research about our business, our common share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common share price or trading volume to decline and our common shares to be less liquid.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

9091

Item 6. Exhibits


			Exhibit No.						Description
			2.1						Agreement and Plan of Merger, dated as of November 19, 2019, by and among Soo Line Corporation, Black Bear Acquisition LLC, Railroad Acquisition Holdings LLC and Fortress Worldwide Transportation and Infrastructure General Partnership (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed January 6, 2020).
			3.1						Certificate of Formation (incorporated by reference to Exhibit 3.1 of Amendment No. 4 to the Company's Registration Statement on Form S-1, filed on April 30, 2015).
			3.2						Fourth Amended and Restated Limited Liability Company Agreement of Fortress Transportation and Infrastructure Investors LLC, dated as of March 25, 2021 (incorporated by reference to Exhibit 3.2 to Fortress Transportation and Infrastructure Investors LLC’s Form 8-A, filed March 25, 2021).
			3.3						Share Designation with respect to the 8.25% Fixed-to-Floating Series A Cumulative Perpetual Redeemable Preferred Shares, dated as of September 12, 2019 (included as part of Exhibit 3.2).
			3.4						Share Designation with respect to the 8.00% Fixed-to-Floating Series B Cumulative Perpetual Redeemable Preferred Shares, dated as of November 27, 2019 (included as part of Exhibit 3.2).
			3.5						Share Designation with respect to the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares, dated as of March 25, 2021 (included as part of Exhibit 3.2).
			~~4.1~~3.6						Indenture, dated March 15, 2017, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022Form of Certificate of Designations (incorporated by reference to Exhibit ~~4.1~~3.1 of the Company’s Current Report on Form 8-K, filed ~~on March 15, 2017)~~July 1, 2022).
			~~4.2~~						~~Form of global note representing the Company’s 6.75% senior unsecured notes due 2022 (included in Exhibit 4.1).~~
			~~4.3~~						First Supplemental Indenture, dated June 8, 2017, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022 (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K, filed on March 1, 2018).
			~~4.4~~						Second Supplemental Indenture, dated August 23, 2017, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022 (incorporated by reference to Exhibit 4.1 ~~of the Company’s Current Report on Form 8-K, filed on August 23, 2017).~~
			~~4.5~~						Third Supplemental Indenture, dated December 20, 2017, between Fortress Transportation and Infrastructure LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 20, 2017).
			~~4.6~~						Fourth Supplemental Indenture, dated May 31, 2018, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed May 31, 2018).
			~~4.7~~						Fifth Supplemental Indenture, dated February 8, 2019, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.75% senior unsecured notes due 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed February 8, 2019).
			~~4.8~~						Indenture, dated September 18, 2018, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.50% senior unsecured notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 18, 2018).
			~~4.9~~4.2						Form of global note representing the Company’s 6.50% senior unsecured notes due 2025 (included in Exhibit 4.8).
			~~4.10~~4.3						First Supplemental Indenture, dated May 21, 2019, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.50% senior unsecured notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 21, 2019).
			~~4.11~~4.4						Second Supplemental Indenture, dated December 23, 2020, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 6.50% senior unsecured notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on December 23, 2020).
			~~4.12~~4.5						Indenture, dated April 12, 2021, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Fortress Transportation and Infrastructure Investors LLC’s Form 8-K, filed April 12, 2021).
			~~4.13~~4.6						Form of global note representing the Company’s 5.50% senior unsecured notes due 2028 (included in Exhibit 4.12).
			~~4.14~~4.7						First Supplemental Indenture, dated as of September 24, 2021, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee, relating to the Company’s 5.50% senior unsecured notes due 2028 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 24, 2021).
			~~4.15~~4.8						Form of certificate representing the 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares of Fortress Transportation and Infrastructure Investors LLC (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-A, filed September 12, 2019).
			~~4.16~~4.9						Form of certificate representing the 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares of Fortress Transportation and Infrastructure Investors LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A, filed November 27, 2019).
			~~4.17~~4.10						Form of certificate representing the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares of Fortress Transportation and Infrastructure Investors LLC (incorporated by reference to Exhibit 4.1 to Fortress Transportation and Infrastructure Investors LLC’s Form 8-A, filed March 25, 2021).
			~~4.18~~4.11						Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit ~~4.13~~4.18 to ~~the Company’s~~Fortress Transportation and Infrastructure Investors LLC’s Form 10-K, filed February ~~28, 2020)~~25, 2022).
			10.1						Fourth Amended and Restated Partnership Agreement of Fortress Worldwide Transportation and Infrastructure General Partnership (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed on May 21, 2015).


	~~Exhibit No.~~	~~Description~~
†	10.2	Management and Advisory Agreement, dated as of May 20, 2015, between Fortress Transportation and Infrastructure Investors LLC and FIG LLC (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed on May 21, 2015).
†	10.3	Registration Rights Agreement, dated as of May 20, 2015, among Fortress Transportation and Infrastructure Investors LLC, FIG LLC and Fortress Transportation and Infrastructure Master GP LLC (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed on May 21, 2015).
†	10.4	Fortress Transportation and Infrastructure Investors LLC Nonqualified Stock Option and Incentive Award Plan (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed on May 21, 2015).
	10.5	Form of director and officer indemnification agreement of Fortress Transportation and Infrastructure Investors LLC (incorporated by reference to Exhibit 10.5 of Amendment No. 4 to the Company's Registration Statement on Form S-1, filed April 30, 2015).
	~~10.6~~	Credit Agreement, dated June 16, 2017, among Fortress Transportation and Infrastructure Investors LLC, as Borrower, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 22, 2017).
	~~10.7~~	Credit Agreement Amendment No. 1, dated as of August 2, 2018, among Fortress Transportation and Infrastructure Investors LLC, as borrower, Fortress Worldwide Transportation and Infrastructure General Partnership, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2018).
	~~10.8~~	Credit Agreement Amendment No. 2 dated as of February 8, 2019, among Fortress Transportation and Infrastructure Investors LLC, as borrower, Fortress Worldwide Transportation and Infrastructure General Partnership, as grantor, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC, as lenders and issuing banks, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on February 11, 2019).
	~~10.9~~	Credit Agreement Amendment No. 3 dated as of August 6, 2019, among Fortress Transportation and Infrastructure Investors LLC, as borrower, Fortress Worldwide Transportation and Infrastructure General Partnership, as grantor, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC, as lenders and issuing banks, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on August 9, 2019).
	~~10.10~~	Credit Agreement Amendment No. 4 dated as of May 11, 2020, among Fortress Transportation and Infrastructure Investors LLC, as borrower, Fortress Worldwide Transportation and Infrastructure General Partnership, as grantor, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC, as lenders and issuing banks, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q, filed on July 31, 2020).
*	~~10.11~~10.6	Engineering, Procuring and Construction Agreement dated as of February 15, 2019, between Long Ridge Energy Generation LLC and Kiewit Power Constructors Co. (incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2019).
*	~~10.12~~10.7	Purchase and Sale of Power Generation Equipment and Related Services Agreement dated as of February 15, 2019, between Long Ridge Energy Generation LLC and General Electric Company (incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2019).


	Exhibit No.	Description
	~~10.13~~10.8	First Lien Credit Agreement dated as of February 15, 2019, among Ohio River PP Holdco LLC, Ohio Gasco LLC, Long Ridge Energy Generation LLC, the lenders and issuing banks from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent (incorporated by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2019).
	~~10.14~~10.9	Second Lien Credit Agreement dated as of February 15, 2019, among Ohio River PP Holdco LLC, Ohio Gasco LLC, Long Ridge Energy Generation LLC, the lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent (incorporated by reference to Exhibit 10.20 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2019).
†	~~10.15~~10.10	Form of Award Agreement under the Fortress Transportation and Infrastructure Investors Nonqualified Stock Option and Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on January 17, 2018).
	~~10.16~~10.11	Credit Agreement, dated as of February 11, 2020, among Jefferson 2020 Bond Borrower LLC, as the borrower and Fortress Transportation and Infrastructure Investors LLC, acting through one or more affiliates, as the lender (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2020).
	~~10.17~~10.12	Senior Loan Agreement, dated as of February 1, 2020, between Port of Beaumont Navigation District of Jefferson County, Texas, as issuer and Jefferson 2020 Bond Borrower LLC, as borrower (incorporated by reference to Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2020).
	~~10.18~~10.13	Deed of Trust, Security Agreement, Financing Statement and Fixture Filing, dated February 1, 2020, from Jefferson 2020 Bond Borrower LLC, as grantor, and Jefferson 2020 Bond Lessee LLC, as grantor, to Ken N. Whitlow, as Deed of Trust Trustee for the benefit of Deutsche Bank National Trust Company, as beneficiary (incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2020).
	~~10.19~~10.14	Amended and Restated Lease and Development Agreement, effective as of January 1, 2020, by and between Port of Beaumont Navigation District of Jefferson County, Texas, as lessor, and Jefferson 2020 Bond Lessee LLC, as lessee (incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2020).
	~~10.20~~10.15	Membership Interest Purchase Agreement, dated June 7, 2021, by and between United States Steel Corporation and Percy Acquisition LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 8, 2021).


	~~Exhibit No.~~	~~Description~~
	~~10.21~~10.16	Credit Agreement, dated July 28, 2021, among Fortress Transportation and Infrastructure Investors LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.21 of the Company’s Quarterly Report on Form 10-Q, filed on July 29, 2021).
	~~10.22~~10.17	Railway Services Agreement, dated July 28, 2021, by and among United States Steel Corporation, Transtar, LLC, Delray Connecting Railroad Company, Fairfield Southern Company, Inc., Gary Railway Company, Lake Terminal Railroad Company, Texas & Northern Railroad Company and Union Railroad Company, LLC (incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q, filed on July 29, 2021).
	10.18	Amended and Restated Credit Agreement, dated as of December 2, 2021, between Fortress Transportation and Infrastructure Investors LLC, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed December 8, 2021).
	10.19	Credit Agreement, dated as of December 2, 2021, between Fortress Transportation and Infrastructure Investors LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed December 8, 2021).
**	10.20	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 1, 2022).
	10.21	Form of Investors’ Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed July 1, 2022).
	10.22	Form of Warrant Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed July 1, 2022).
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021,~~2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†	Management contracts and compensatory plans or arrangements.
*	Portions of this exhibit have been omitted.
**	Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

By:

/s/ Joseph P. Adams, Jr.

Date:

~~October 29, 2021~~July 28, 2022

Joseph P. Adams, Jr.

Chairman and Chief Executive Officer

By:

/s/ Scott Christopher

Date:

~~October 29, 2021~~July 28, 2022

Scott Christopher

Chief Financial Officer

By:

/s/ Eun Nam

Date:

~~October 29, 2021~~July 28, 2022

Eun Nam

Chief Accounting Officer


	PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Consolidated Financial Statements of Fortress Transportation and Infrastructure Investors LLC:	5
	Consolidated Balance Sheets as of ~~September 30, 2021~~June 3 0 , 2022 and December 31, ~~2020~~2021	5
	Consolidated Statements of Operations for the three and ~~nine~~ si x months ended ~~September 30,~~June 3 0 , 2022 and 2021 ~~and 2020~~	6
	Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss for the three ~~and nine~~ a nd si x months ended ~~September 30,~~June 3 0 , 2022 and 2021 ~~and 2020~~	7
	Consolidated Statement of Changes in Equity for the three and ~~nine~~ si x months ended ~~September 30,~~June 3 0 , 2022 and 2021 ~~and 2020~~	8
	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September 30,~~June 3 0 , 2022 and 2021 ~~and 2020~~	910
	Notes to Consolidated Financial Statements	1112
	Note 1: Organization	1112
	Note 2: Summary of Significant Accounting Policies	1112


	Note 3: ~~Discontinued Operations~~Leasing Equipment, net	1516

	Note 4: ~~Acquisition of Transtar, LLC~~	15
	~~Note 5: Leasing~~Property, Plant and Equipment, net	17
	Note ~~6: Finance Leases, net~~5: Investments	1817
	Note ~~7: Property, Plant and Equipment, net~~	18
	~~Note 8: Investments~~	19
	~~Note 9:~~6: Intangible Assets and Liabilities, net	20
	Note ~~10:~~7: Debt, net	2122
	Note 8: Fair Value Measurements	22

	Note 9: Revenues	24

	Note 10: Equity-Based Compensation	26
	Note 11: ~~Fair Value Measurements~~Retirement Benefit Plans	2327
	Note 12: ~~Derivative Financial Instruments~~	25
	~~Note 13: Revenues~~	25
	~~Note 14: Leases~~Income Taxes	28
	Note ~~15: Equity-Based Compensation~~	29
	~~Note 16: Retirement Benefit Plans~~	29
	~~Note 17: Income Taxes~~	30
	~~Note 18:~~13: Management Agreement and Affiliate Transactions	3028
	Note ~~19:~~14: Segment Information	3331
	Note ~~20:~~15: Earnings per Share and Equity	4341
	Note ~~21:~~16: Commitments and Contingencies	4441
	Note ~~22:~~17: Subsequent Events	4441
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4543
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6665
Item 4.	Controls and Procedures	6766

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6867
Item 1A.	Risk Factors	6867
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9091
Item 3.	Defaults Upon Senior Securities	9091
Item 4.	Mine Safety Disclosures	9091
Item 5.	Other Information	9091
Item 6.	Exhibits	9092


			(Unaudited)						(Unaudited)
		Notes	September 30, 2021		December 31, 2020			Notes	June 30, 2022		December 31, 2021
Assets	Assets						Assets
Cash and cash equivalents	Cash and cash equivalents	2	$	176,052	$	121,703	Cash and cash equivalents	2	$	118,854	$	188,078
Restricted cash	Restricted cash	2	283,398		39,715		Restricted cash	2	177,951		251,983
Accounts receivable, net	Accounts receivable, net		205,680		91,691		Accounts receivable, net		166,562		175,225
Leasing equipment, net	Leasing equipment, net	5	1,696,594		1,635,259		Leasing equipment, net	3	1,844,095		1,891,649
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	14	74,643		62,355		Operating lease right-of-use assets, net		73,549		75,344
Finance leases, net		6	13,795		6,927

Property, plant, and equipment, net	Property, plant, and equipment, net	7	1,527,770		964,363		Property, plant, and equipment, net	4	1,642,536		1,555,857
Investments	Investments	8	110,963		146,515		Investments	5	99,543		77,325
Intangible assets, net	Intangible assets, net	9	80,737		18,786		Intangible assets, net	6	95,845		98,699
Goodwill	Goodwill		239,941		122,735		Goodwill		262,819		257,137
Other assets	Other assets	2	272,944		177,928		Other assets	2	400,394		292,557
Total assets	Total assets		$	4,682,517	$	3,387,977	Total assets		$	4,882,148	$	4,863,854

Liabilities	Liabilities						Liabilities
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities		$	213,441	$	113,185	Accounts payable and accrued liabilities		$	253,207	$	202,669
Debt, net	Debt, net	10	2,983,989		1,904,762		Debt, net	7	3,497,566		3,220,211
Maintenance deposits	Maintenance deposits		100,700		148,293		Maintenance deposits		58,553		106,836
Security deposits	Security deposits		35,167		37,064		Security deposits		27,761		40,149
Operating lease liabilities	Operating lease liabilities	14	74,134		62,001		Operating lease liabilities		72,140		73,594
Other liabilities	Other liabilities		71,044		23,351		Other liabilities		283,650		96,295
Total liabilities	Total liabilities		$	3,478,475	$	2,288,656	Total liabilities		$	4,192,877	$	3,739,754

Commitments and contingencies	Commitments and contingencies	21	0		0		Commitments and contingencies	16	0		0

Equity	Equity						Equity
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 97,896,522 and 85,617,146 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)			$	979	$	856
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 9,120,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)			133		91
Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,200,196 and 99,180,385 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)							Common shares ($0.01 par value per share; 2,000,000,000 shares authorized; 99,200,196 and 99,180,385 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		$	992	$	992
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 13,320,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)							Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 13,320,000 and 13,320,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		133		133
Additional paid in capital	Additional paid in capital		1,420,247		1,130,106		Additional paid in capital		1,332,968		1,411,940
Accumulated deficit	Accumulated deficit		(120,136)		(28,158)		Accumulated deficit		(336,345)		(132,392)
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(103,755)		(26,237)		Accumulated other comprehensive loss		(298,874)		(156,381)
Shareholders' equity	Shareholders' equity		1,197,468		1,076,658		Shareholders' equity		698,874		1,124,292
Non-controlling interest in equity of consolidated subsidiaries	Non-controlling interest in equity of consolidated subsidiaries		6,574		22,663		Non-controlling interest in equity of consolidated subsidiaries		(9,603)		(192)
Total equity	Total equity		1,204,042		1,099,321		Total equity		689,271		1,124,100
Total liabilities and equity	Total liabilities and equity		$	4,682,517	$	3,387,977	Total liabilities and equity		$	4,882,148	$	4,863,854


		Three Months Ended September 30,				Nine Months Ended September 30,
	Notes	2021		2020		2021		2020
Revenues
Equipment leasing revenues		$	99,174	$	69,799	$	237,352	$	236,082
Infrastructure revenues		36,788		13,910		72,674		54,776
Total revenues	13	135,962		83,709		310,026		290,858
Expenses
Operating expenses		52,793		23,128		108,973		81,144
General and administrative		4,422		4,241		12,329		13,292
Acquisition and transaction expenses		7,130		2,442		13,172		9,297
Management fees and incentive allocation to affiliate	18	3,845		4,591		11,948		14,113
Depreciation and amortization	5, 7, 9	53,368		42,626		145,274		126,543
Asset impairment		859		3,915		3,048		14,391
Interest expense		54,500		26,904		124,994		71,559
Total expenses		176,917		107,847		419,738		330,339
Other income (expense)
Equity in losses of unconsolidated entities	8	(4,082)		(2,501)		(9,860)		(5,445)
Gain (loss) on sale of assets, net		12,685		(1,114)		17,483		(2,165)
Loss on extinguishment of debt	10	—		—		(3,254)		(4,724)
Interest income		483		58		1,222		121
Other (expense) income		(8,068)		—		(8,771)		32
Total other income (expense)		1,018		(3,557)		(3,180)		(12,181)
Loss from continuing operations before income taxes		(39,937)		(27,695)		(112,892)		(51,662)
Benefit from income taxes	17	(494)		(2,486)		(1,965)		(6,334)
Net loss from continuing operations		(39,443)		(25,209)		(110,927)		(45,328)
Net income from discontinued operations, net of income taxes		—		—		—		1,331
Net loss		(39,443)		(25,209)		(110,927)		(43,997)

Less: Net loss attributable to non-controlling interests in consolidated subsidiaries		(7,363)		(3,876)		(18,949)		(12,724)

Less: Dividends on preferred shares		6,791		4,625		17,967		13,243
Net loss attributable to shareholders		$	(38,871)	$	(25,958)	$	(109,945)	$	(44,516)

(Loss) earnings per share:	20
Basic
Continuing operations		$	(0.44)	$	(0.30)	$	(1.27)	$	(0.53)
Discontinued operations		$	—	$	—	$	—	$	0.02
Diluted
Continuing operations		$	(0.44)	$	(0.30)	$	(1.27)	$	(0.53)
Discontinued operations		$	—	$	—	$	—	$	0.02
Weighted average shares outstanding:
Basic		88,277,897		86,022,302		86,787,072		86,013,485
Diluted		88,277,897		86,022,302		86,787,072		86,013,485


		Three Months Ended June 30,				Six Months Ended June 30,
	Notes	2022		2021		2022		2021
Revenues
Equipment leasing revenues		$	112,064	$	81,571	$	203,755	$	138,178
Infrastructure revenues		65,868		15,344		112,016		35,886
Total revenues	9	177,932		96,915		315,771		174,064
Expenses
Operating expenses	2	84,004		31,183		192,920		56,180
General and administrative		5,004		3,655		10,695		7,907
Acquisition and transaction expenses		9,626		4,399		15,650		6,042
Management fees and incentive allocation to affiliate	13	3,062		4,113		7,226		8,103
Depreciation and amortization	3, 4, 6	56,622		47,371		114,923		91,906
Asset impairment		886		89		123,676		2,189
Interest expense		54,373		37,504		104,971		70,494
Total expenses		213,577		128,314		570,061		242,821
Other income (expense)
Equity in losses of unconsolidated entities	5	(13,823)		(7,152)		(37,836)		(5,778)
Gain on sale of assets, net		63,645		3,987		79,933		4,798
Loss on extinguishment of debt		—		(3,254)		—		(3,254)
Interest income		590		454		1,246		739
Other expense		(1,596)		(884)		(2,055)		(703)
Total other income (expense)		48,816		(6,849)		41,288		(4,198)
Income (loss) before income taxes		13,171		(38,248)		(213,002)		(72,955)
Provision for (benefit from) income taxes	12	3,411		(1,640)		6,897		(1,471)


Net income (loss)		9,760		(36,608)		(219,899)		(71,484)

Less: Net loss attributable to non-controlling interests in consolidated subsidiaries		(8,480)		(6,625)		(15,946)		(11,586)

Less: Dividends on preferred shares		6,791		6,551		13,582		11,176
Net income (loss) attributable to shareholders		$	11,449	$	(36,534)	$	(217,535)	$	(71,074)

Income (loss) per share:	15

Basic		$	0.12	$	(0.42)	$	(2.19)	$	(0.83)


Diluted		$	0.11	$	(0.42)	$	(2.19)	$	(0.83)

Weighted average shares outstanding:
Basic		99,370,301		86,030,652		99,367,597		86,029,305
Diluted		99,805,455		86,030,652		99,367,597		86,029,305


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net loss		$	(39,443)	$	(25,209)	$	(110,927)	$	(43,997)
Net income (loss)										Net income (loss)	$	9,760	$	(36,608)	$	(219,899)	$	(71,484)
Other comprehensive loss:	Other comprehensive loss:									Other comprehensive loss:
Other comprehensive loss related to equity method investees, net (1)	Other comprehensive loss related to equity method investees, net (1)	(54,640)		(13,468)		(77,518)		(16,822)		Other comprehensive loss related to equity method investees, net (1)	(47,714)		(32,832)		(142,493)		(22,878)

Comprehensive loss	Comprehensive loss	(94,083)		(38,677)		(188,445)		(60,819)		Comprehensive loss	(37,954)		(69,440)		(362,392)		(94,362)

Comprehensive loss attributable to non-controlling interest	Comprehensive loss attributable to non-controlling interest	(7,363)		(3,876)		(18,949)		(12,724)		Comprehensive loss attributable to non-controlling interest	(8,480)		(6,625)		(15,946)		(11,586)

Comprehensive loss attributable to shareholders	Comprehensive loss attributable to shareholders	$	(86,720)	$	(34,801)	$	(169,496)	$	(48,095)	Comprehensive loss attributable to shareholders	$	(29,474)	$	(62,815)	$	(346,446)	$	(82,776)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Three and Nine Months Ended September 30, 2021															Three and Six Months Ended June 30, 2022
		Common Shares		Preferred Shares		Additional Paid In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Non-Controlling Interest in Equity of Consolidated Subsidiaries		Total Equity			Common Shares		Preferred Shares		Additional Paid In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non-Controlling Interest in Equity of Consolidated Subsidiaries		Total Equity
Equity - December 31, 2020		$	856	$	91	$	1,130,106	$	(28,158)	$	(26,237)	$	22,663	$	1,099,321
Net loss								(59,898)				(11,586)		(71,484)
Other comprehensive income								—		(22,878)		—		(22,878)
Total comprehensive (loss) income								(59,898)		(22,878)		(11,586)		(94,362)
Settlement of equity-based compensation												(183)		(183)
Issuance of common shares		—				455								455

Dividends declared - common shares						(56,795)								(56,795)
Issuance of preferred shares				42		101,158								101,200
Dividends declared - preferred shares						(11,176)								(11,176)
Equity-based compensation												2,553		2,553
Equity - June 30, 2021		$	856	$	133	$	1,163,748	$	(88,056)	$	(49,115)	$	13,447	$	1,041,013
Equity - December 31, 2021																Equity - December 31, 2021	$	992	$	133	$	1,411,940	$	(132,392)	$	(156,381)	$	(192)	$	1,124,100
Net loss	Net loss							(32,080)				(7,363)		(39,443)		Net loss							(222,193)				(7,466)		(229,659)
Other comprehensive loss	Other comprehensive loss							—		(54,640)		—		(54,640)		Other comprehensive loss									(94,779)				(94,779)
Total comprehensive loss	Total comprehensive loss							(32,080)		(54,640)		(7,363)		(94,083)		Total comprehensive loss							(222,193)		(94,779)		(7,466)		(324,438)
Settlement of equity-based compensation												(238)		(238)

Issuance of common shares	Issuance of common shares	123				291,701								291,824		Issuance of common shares					164								164
Conversion of participating securities						(2)								(2)

Dividends declared - common shares	Dividends declared - common shares					(28,409)								(28,409)		Dividends declared - common shares					(32,749)								(32,749)

Dividends declared - preferred shares	Dividends declared - preferred shares					(6,791)								(6,791)		Dividends declared - preferred shares					(6,791)								(6,791)
Equity-based compensation	Equity-based compensation											728		728		Equity-based compensation											709		709
Equity - September 30, 2021		$	979	$	133	$	1,420,247	$	(120,136)	$	(103,755)	$	6,574	$	1,204,042
Equity - March 31, 2022																Equity - March 31, 2022	$	992	$	133	$	1,372,564	$	(354,585)	$	(251,160)	$	(6,949)	$	760,995
Net income (loss)																Net income (loss)							18,240				(8,480)		9,760
Other comprehensive loss																Other comprehensive loss									(47,714)				(47,714)
Total comprehensive income (loss)																Total comprehensive income (loss)							18,240		(47,714)		(8,480)		(37,954)
Acquisition of consolidated subsidiary																Acquisition of consolidated subsidiary											3,054		3,054

Contributions from non-controlling interest																Contributions from non-controlling interest											1,187		1,187
Issuance of common shares																Issuance of common shares					235								235

Dividends declared - common shares																Dividends declared - common shares					(33,040)								(33,040)

Dividends declared - preferred shares																Dividends declared - preferred shares					(6,791)								(6,791)
Equity-based compensation																Equity-based compensation											1,585		1,585
Equity - June 30, 2022																Equity - June 30, 2022	$	992	$	133	$	1,332,968	$	(336,345)	$	(298,874)	$	(9,603)	$	689,271


	Three and Six Months Ended June 30, 2021
	Common Shares		Preferred Shares		Additional Paid In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Non-Controlling Interest in Equity of Consolidated Subsidiaries		Total Equity
Equity - December 31, 2020	$	856	$	91	$	1,130,106	$	(28,158)	$	(26,237)	$	22,663	$	1,099,321
Net loss							(29,915)				(4,961)		(34,876)
Other comprehensive income									9,954		0		9,954
Total comprehensive (loss) income							(29,915)		9,954		(4,961)		(24,922)
Settlement of equity-based compensation											(183)		(183)
Issuance of common shares					150								150

Dividends declared - common shares					(28,383)								(28,383)
Issuance of preferred shares			42		101,138								101,180
Dividends declared - preferred shares					(4,625)								(4,625)
Equity-based compensation											1,114		1,114
Equity - March 31, 2021	$	856	$	133	$	1,198,386	$	(58,073)	$	(16,283)	$	18,633	$	1,143,652
Net loss							(29,983)				(6,625)		(36,608)
Other comprehensive loss									(32,832)				(32,832)
Total comprehensive loss							(29,983)		(32,832)		(6,625)		(69,440)

Issuance of common shares					305								305

Dividends declared - common shares					(28,412)								(28,412)
Issuance of preferred shares					20								20
Dividends declared - preferred shares					(6,551)								(6,551)
Equity-based compensation											1,439		1,439
Equity - June 30, 2021	$	856	$	133	$	1,163,748	$	(88,056)	$	(49,115)	$	13,447	$	1,041,013




	June 30, 2022		December 31, 2021
Leasing equipment	$	2,354,087	$	2,356,219
Less: Accumulated depreciation	(509,992)		(464,570)
Leasing equipment, net	$	1,844,095	$	1,891,649


Acquisitions:
Aircraft			22
Engines			37
Dispositions:
Aircraft			4
Engines			29




	June 30, 2022		December 31, 2021
Land, site improvements and rights	$	168,786	$	149,914
Construction in progress	243,552		154,859
Bridges and tunnels	177,337		174,889
Buildings and improvements	16,114		19,164
Terminal machinery and equipment	972,123		962,552

Track and track related assets	100,067		100,014
Railroad equipment	8,364		8,331
Railcars and locomotives	105,614		111,574
Computer hardware and software	10,635		5,335
Furniture and fixtures	3,190		3,119
Other	11,481		10,548
	1,817,263		1,700,299
Less: Accumulated depreciation	(174,727)		(144,442)

Property, plant and equipment, net	$	1,642,536	$	1,555,857


	~~Estimated useful life in years~~	~~Fair value~~
~~Above/below market leases~~	~~2 - 7~~	$	~~1,500~~
~~Customer relationships~~	~~13 - 15~~	~~61,000~~

~~Total~~		$	~~62,500~~


	~~Estimated useful life in years~~	~~Fair value~~
~~Railcars and locomotives~~	~~1 - 40~~	$	~~126,055~~
~~Track and track related assets~~	~~1 - 40~~	~~88,121~~
~~Land, site improvements and rights~~	~~N/A~~	~~91,890~~
~~Bridges and tunnels~~	~~15 - 55~~	~~176,309~~
~~Buildings and improvements~~	~~3 - 25~~	~~12,533~~
~~Railroad equipment~~	~~2 - 15~~	~~2,712~~
~~Terminal machinery and equipment~~	~~2 - 15~~	~~3,215~~
~~Vehicles~~	~~2 - 5~~	~~3,538~~
~~Construction in progress~~	~~N/A~~	~~1,928~~
~~Computer hardware and software~~	~~2 - 22~~	~~178~~
~~Total~~		$	~~506,479~~


~~Acquisitions:~~
~~Aircraft~~			24
~~Engines~~			44
~~Dispositions:~~
~~Aircraft~~			4
~~Engines~~			31




	September 30, 2021		December 31, 2020
Finance leases	$	16,148	$	9,389
Unearned revenue	(2,353)		(2,462)
Finance leases, net	$	13,795	$	6,927


			Carrying Value
	Investment	Ownership Percentage	September 30, 2021		December 31, 2020
Advanced Engine Repair JV	Equity method	25%	$	21,670	$	22,721

Intermodal Finance I, Ltd.	Equity method	51%	—		—
Long Ridge Terminal LLC	Equity method	50%	35,538		122,539
FYX Trust Holdco LLC	Equity	14%	1,255		1,255
GM-FTAI Holdco LLC	Equity method	50%	52,500		—
Investments			$	110,963	$	146,515


	June 30, 2022		December 31, 2021
Balance Sheet
Assets
Cash and cash equivalents	$	2,470	$	2,932
Restricted cash	25,096		32,469
Accounts receivable, net	24,876		17,896


Property, plant, and equipment, net	788,215		764,607

Intangible assets, net	4,750		4,940
Goodwill	89,390		89,390
Other assets	16,975		14,441
Total assets	$	951,772	$	926,675

Liabilities
Accounts payable and accrued liabilities	$	46,338	$	16,121
Debt, net	606,174		604,261
Derivative liabilities	671,577		339,033
Other liabilities	2,979		2,246
Total liabilities	1,327,068		961,661

Equity
Shareholders’ equity	(272,779)		(1,035)
Accumulated deficit	(102,517)		(33,951)
Total equity	(375,296)		(34,986)
Total liabilities and equity	$	951,772	$	926,675


	Three Months Ended June 30,				Six Months Ended June 30,
Income Statement	2022		2021		2022		2021


Total revenues	$	19,801	$	8,849	$	15,043	$	17,270

Expenses
Operating expenses	19,909		6,715		32,356		10,987

Depreciation and amortization	12,454		3,683		24,998		7,436
Interest expense	13,181		627		26,042		946


Total expenses	45,544		11,025		83,396		19,369





Total other expense	(149)		(11,825)		(213)		(8,826)
Net loss	$	(25,892)	$	(14,001)	$	(68,566)	$	(10,925)


Remainder of 2021	$	2,818
2022	10,333
2023	9,577
2024	8,374
2025	5,209
Thereafter	43,066
Total	$	79,377


	Three Months Ended September 30, 2021
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	40,392	$	—	$	—	$	—	$	2,386	$	42,778
Maintenance revenue	40,252		—		—		—		—		40,252
Finance lease income	439		—		—		—		—		439
Other revenue	12,855		—		—		—		2,850		15,705
Total equipment leasing revenues	93,938		—		—		—		5,236		99,174
Infrastructure revenues
Lease income	—		433		—		358		—		791
Rail revenues	—		—		—		24,182		—		24,182
Terminal services revenues	—		11,469		—		—		—		11,469
Crude marketing revenues	—		—		—		—		—		—
Other revenue	—		—		(458)		—		804		346
Total infrastructure revenues	—		11,902		(458)		24,540		804		36,788
Total revenues	$	93,938	$	11,902	$	(458)	$	24,540	$	6,040	$	135,962


	Three Months Ended September 30, 2020
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	38,537	$	—	$	—	$	—	$	1,903	$	40,440
Maintenance revenue	25,609		—		—		—		—		25,609
Finance lease income	591		—		—		—		—		591
Other revenue	1,754		—		—		—		1,405		3,159
Total equipment leasing revenues	66,491		—		—		—		3,308		69,799
Infrastructure revenues
Lease income	—		368		—		—		—		368

Terminal services revenues	—		11,329		—		—		—		11,329
Crude marketing revenues	—		—		—		—		—		—
Other revenue	—		—		1,242		—		971		2,213
Total infrastructure revenues	—		11,697		1,242		—		971		13,910
Total revenues	$	66,491	$	11,697	$	1,242	$	—	$	4,279	$	83,709


	Nine Months Ended September 30, 2021
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	120,389	$	—	$	—	$	—	$	5,518	$	125,907
Maintenance revenue	87,763		—		—		—		—		87,763
Finance lease income	1,285		—		—		—		—		1,285
Other revenue	19,045		—		—		—		3,352		22,397
Total equipment leasing revenues	228,482		—		—		—		8,870		237,352
Infrastructure revenues
Lease income	—		1,295		—		358		—		1,653
Rail revenues	—		—		—		24,182		—		24,182
Terminal services revenues	—		32,853		157		—		—		33,010
Crude marketing revenues	—		—		—		—		—		—
Other revenue	—		—		9,825		—		4,004		13,829
Total infrastructure revenues	—		34,148		9,982		24,540		4,004		72,674
Total revenues	$	228,482	$	34,148	$	9,982	$	24,540	$	12,874	$	310,026


	Nine Months Ended September 30, 2020
	Equipment Leasing		Infrastructure
	Aviation Leasing		Jefferson Terminal		Ports and Terminals		Transtar		Corporate and Other		Total
Equipment leasing revenues
Lease income	$	127,983	$	—	$	—	$	—	$	6,904	$	134,887
Maintenance revenue	84,709		—		—		—		—		84,709
Finance lease income	1,433		—		—		—		—		1,433
Other revenue	10,617		—		—		—		4,436		15,053
Total equipment leasing revenues	224,742		—		—		—		11,340		236,082
Infrastructure revenues
Lease income	—		775		—		—		—		775

Terminal services revenues	—		40,534		—		—		—		40,534
Crude marketing revenues	—		8,210		—		—		—		8,210
Other revenue	—		—		1,556		—		3,701		5,257
Total infrastructure revenues	—		49,519		1,556		—		3,701		54,776
Total revenues	$	224,742	$	49,519	$	1,556	$	—	$	15,041	$	290,858


Remainder of 2021	$	4,224
2022	9,589
2023	7,875
2024	6,901
2025	6,677
Thereafter	148,455
Total undiscounted lease payments	183,721
Less: Imputed interest	109,587
Total lease liabilities	$	74,134


	September 30, 2021		December 31, 2020
Accrued management fees	$	1,211	$	1,461
Other payables	724		1,317


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share data)	2021		2020		2021		2020
Net loss from continuing operations	$	(39,443)	$	(25,209)	$	(110,927)	$	(45,328)
Net income from discontinued operations, net of income taxes	—		—		—		1,331
Net loss	(39,443)		(25,209)		(110,927)		(43,997)

Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(7,363)		(3,876)		(18,949)		(12,724)

Less: Dividends on preferred shares	6,791		4,625		17,967		13,243
Net loss attributable to shareholders	$	(38,871)	$	(25,958)	$	(109,945)	$	(44,516)
Weighted Average Common Shares Outstanding - Basic (1)	88,277,897		86,022,302		86,787,072		86,013,485
Weighted Average Common Shares Outstanding - Diluted (1)	88,277,897		86,022,302		86,787,072		86,013,485
Basic
Continuing operations	$	(0.44)	$	(0.30)	$	(1.27)	$	(0.53)
Discontinued operations	$	—	$	—	$	—	$	0.02
Diluted
Continuing operations	$	(0.44)	$	(0.30)	$	(1.27)	$	(0.53)
Discontinued operations	$	—	$	—	$	—	$	0.02


		Three Months Ended September 30,				Change			Nine Months Ended September 30,							Change			Three Months Ended June 30,						Change			Six Months Ended June 30,						Change
(in thousands)	(in thousands)	2021		2020				2021			2020			(in thousands)	2022					2021				2022				2021
Revenues	Revenues																				Revenues
Equipment leasing revenues	Equipment leasing revenues																	Equipment leasing revenues
Lease income	Lease income	$	42,778	$	40,440	$	2,338		$	125,907		$	134,887			$	(8,980)	Lease income	$	39,538		$	42,902			$	(3,364)		$	78,752		$	83,129		$	(4,377)
Maintenance revenue	Maintenance revenue	40,252		25,609		14,643			87,763			84,709				3,054		Maintenance revenue	39,932			32,003			7,929			76,664			47,511			29,153
Finance lease income	Finance lease income	439		591		(152)			1,285			1,433				(148)		Finance lease income	102			443			(341)			213			846			(633)
Other revenue	Other revenue	15,705		3,159		12,546			22,397			15,053				7,344		Other revenue	32,492			6,223			26,269			48,126			6,692			41,434
Total equipment leasing revenues	Total equipment leasing revenues	99,174		69,799		29,375			237,352			236,082				1,270		Total equipment leasing revenues	112,064			81,571			30,493			203,755			138,178			65,577
Infrastructure revenues	Infrastructure revenues																	Infrastructure revenues
Lease income	Lease income	791		368		423			1,653			775				878		Lease income	867			432			435			1,707			862			845
Rail revenues	Rail revenues	24,182		—		24,182			24,182			—				24,182		Rail revenues	37,507			—			37,507			71,175			—			71,175
Terminal services revenues	Terminal services revenues	11,469		11,329		140			33,010			40,534				(7,524)		Terminal services revenues	14,227			11,120			3,107			27,011			21,541			5,470
Crude marketing revenues		—		—		—			—			8,210				(8,210)

Other revenue	Other revenue	346		2,213		(1,867)			13,829			5,257				8,572		Other revenue	13,267			3,792			9,475			12,123			13,483			(1,360)
Total infrastructure revenues	Total infrastructure revenues	36,788		13,910		22,878			72,674			54,776				17,898		Total infrastructure revenues	65,868			15,344			50,524			112,016			35,886			76,130
Total revenues	Total revenues	135,962		83,709		52,253			310,026			290,858				19,168		Total revenues	177,932			96,915			81,017			315,771			174,064			141,707

Expenses	Expenses																	Expenses
Operating expenses	Operating expenses	52,793		23,128		29,665			108,973			81,144				27,829		Operating expenses	84,004			31,183			52,821			192,920			56,180			136,740
General and administrative	General and administrative	4,422		4,241		181			12,329			13,292				(963)		General and administrative	5,004			3,655			1,349			10,695			7,907			2,788
Acquisition and transaction expenses	Acquisition and transaction expenses	7,130		2,442		4,688			13,172			9,297				3,875		Acquisition and transaction expenses	9,626			4,399			5,227			15,650			6,042			9,608
Management fees and incentive allocation to affiliate	Management fees and incentive allocation to affiliate	3,845		4,591		(746)			11,948			14,113				(2,165)		Management fees and incentive allocation to affiliate	3,062			4,113			(1,051)			7,226			8,103			(877)
Depreciation and amortization	Depreciation and amortization	53,368		42,626		10,742			145,274			126,543				18,731		Depreciation and amortization	56,622			47,371			9,251			114,923			91,906			23,017
Asset impairment	Asset impairment	859		3,915		(3,056)			3,048			14,391				(11,343)		Asset impairment	886			89			797			123,676			2,189			121,487
Interest expense	Interest expense	54,500		26,904		27,596			124,994			71,559				53,435		Interest expense	54,373			37,504			16,869			104,971			70,494			34,477
Total expenses	Total expenses	176,917		107,847		69,070			419,738			330,339				89,399		Total expenses	213,577			128,314			85,263			570,061			242,821			327,240

Other (expense) income
Other income (expense)																		Other income (expense)
Equity in losses of unconsolidated entities	Equity in losses of unconsolidated entities	(4,082)		(2,501)		(1,581)			(9,860)			(5,445)				(4,415)		Equity in losses of unconsolidated entities	(13,823)			(7,152)			(6,671)			(37,836)			(5,778)			(32,058)
Gain (loss) on sale of assets, net		12,685		(1,114)		13,799			17,483			(2,165)				19,648
Gain on sale of assets, net																		Gain on sale of assets, net	63,645			3,987			59,658			79,933			4,798			75,135
Loss on extinguishment of debt	Loss on extinguishment of debt	—		—		—			(3,254)			(4,724)				1,470		Loss on extinguishment of debt	—			(3,254)			3,254			—			(3,254)			3,254
Interest income	Interest income	483		58		425			1,222			121				1,101		Interest income	590			454			136			1,246			739			507
Other (expense) income	Other (expense) income	(8,068)		—		(8,068)			(8,771)			32				(8,803)		Other (expense) income	(1,596)			(884)			(712)			(2,055)			(703)			(1,352)
Total other income (expense)	Total other income (expense)	1,018		(3,557)		4,575			(3,180)			(12,181)				9,001		Total other income (expense)	48,816			(6,849)			55,665			41,288			(4,198)			45,486
Loss from continuing operations before income taxes		(39,937)		(27,695)		(12,242)			(112,892)			(51,662)				(61,230)
Benefit from income taxes		(494)		(2,486)		1,992			(1,965)			(6,334)				4,369
Net loss from continued operations		(39,443)		(25,209)		(14,234)			(110,927)			(45,328)				(65,599)
Net income from discontinued operations, net of income taxes		—		—		—			—			1,331				(1,331)
Net loss		(39,443)		(25,209)		(14,234)			(110,927)			(43,997)				(66,930)
Income (loss) from before income taxes																		Income (loss) from before income taxes	13,171			(38,248)			51,419			(213,002)			(72,955)			(140,047)
Provision for (benefit from) income taxes																		Provision for (benefit from) income taxes	3,411			(1,640)			5,051			6,897			(1,471)			8,368

Net income (loss)																		Net income (loss)	9,760			(36,608)			46,368			(219,899)			(71,484)			(148,415)

Less: Net loss attributable to non-controlling interest in consolidated subsidiaries	Less: Net loss attributable to non-controlling interest in consolidated subsidiaries	(7,363)		(3,876)		(3,487)			(18,949)			(12,724)				(6,225)		Less: Net loss attributable to non-controlling interest in consolidated subsidiaries	(8,480)			(6,625)			(1,855)			(15,946)			(11,586)			(4,360)

Less: Dividends on preferred shares	Less: Dividends on preferred shares	6,791		4,625		2,166			17,967			13,243				4,724		Less: Dividends on preferred shares	6,791			6,551			240			13,582			11,176			2,406
Net loss attributable to shareholders		$	(38,871)	$	(25,958)	$	(12,913)		$	(109,945)		$	(44,516)			$	(65,429)
Net income (loss) attributable to shareholders																		Net income (loss) attributable to shareholders	$	11,449		$	(36,534)		$	47,983		$	(217,535)		$	(71,074)		$	(146,461)


Aviation Assets	Aviation Assets	Widebody	Narrowbody	Total	Aviation Assets	Widebody	Narrowbody	Total
Aircraft	Aircraft				Aircraft
Assets at January 1, 2021		15	63	78
Assets at January 1, 2022					Assets at January 1, 2022	13	95	108
Purchases	Purchases	—	24	24	Purchases	1	21	22
Sales	Sales	(4)	—	(4)	Sales	(3)	(1)	(4)
Transfers	Transfers	1	(9)	(8)	Transfers	(2)	(17)	(19)
Assets at September 30, 2021		12	78	90
Assets at June 30, 2022					Assets at June 30, 2022	9	98	107

Engines	Engines				Engines
Assets at January 1, 2021		88	98	186
Assets at January 1, 2022					Assets at January 1, 2022	68	139	207
Purchases	Purchases	8	36	44	Purchases	1	36	37
Sales	Sales	(19)	(12)	(31)	Sales	(10)	(19)	(29)
Transfers	Transfers	(2)	7	5	Transfers	5	24	29
Assets at September 30, 2021		75	129	204
Assets at June 30, 2022					Assets at June 30, 2022	64	180	244