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FTAI Infrastructure Inc. (the “Company”) is furnishing the following information on the Adjusted EBITDA of The Wheeling Corporation (“Wheeling”) and Pro Forma Adjusted EBITDA of the Company, in each case for the six months ended June 30, 2025 and for the year ended December 31, 2024 (collectively, “Adjusted EBITDA”), to supplement the consolidated financial information of Wheeling, which is presented on a U.S. generally accepted accounting principles (“GAAP”) basis, and the unaudited pro forma combined financial information of the Company, which is presented on a GAAP basis and prepared in accordance with Article 11 of Regulation S-X. Adjusted EBITDA is a non-GAAP financial measure. The consolidated financial information of Wheeling and the unaudited pro forma combined financial information of the Company are contained in and 99.2, respectively, to the Current Report on Form 8-K/A to which this exhibit is filed.

The Company’s Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as its key performance measure. Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. The Company’s management believes Pro Forma Adjusted EBITDA provides users of the pro forma financial statements with useful information with which to evaluate pro forma results of operations. Adjusted EBITDA is defined as net loss attributable to shareholders from continuing operations (in the case of Pro Forma Adjusted EBITDA) or net income (in the case of Adjusted EBITDA for Wheeling), in each case as, (i) to exclude the impact for (benefit from) provision for income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, and interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (ii) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities and (iii) to exclude the impact of equity in losses of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

In the case of Wheeling, the CODM evaluates investment performance primarily based on Adjusted EBITDA. Adjusted EBITDA serves as a consistent measure for the CODM to compare profitability between periods and across businesses and make resource allocation decisions. The Company believes that net income, as defined by GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA for Wheeling, as presented below. The Company believes that net loss attributable to stockholders, as presented in the Company’s unaudited pro forma combined financial information, is the most appropriate earnings measurement with which to reconcile Pro Forma Adjusted EBITDA, as presented below. These non-GAAP financial measures may not be comparable to similarly titled measures of other companies because other entities may not calculate these non-GAAP financial measures in the same manner, and should not be considered as an alternative to net income or net loss attributable to stockholders as determined in accordance with GAAP. Although we use or have used these non-GAAP financial measures to assess the performance of Wheeling and our business on a pro forma basis and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider these non-GAAP financial measures in isolation, or as substitutes for analysis of financial measures reported in accordance with GAAP.


(dollars in thousands)	Six Months Ended June 30, 2025		Year Ended December 31, 2024
Net income	$	13,303	$	33,575
Add: Provision for income taxes	1,584		4,272
Add: Equity-based compensation expense	2,319		4,438
Add: Acquisition and transaction expenses	—		—
Add: Losses on the modification or extinguishment of debt and capital lease obligations	—		—
Add: Changes in fair value of non-hedge derivative instruments	—		—
Add: Asset impairment charges	—		—
Add: Incentive allocations	—		—
Add: Depreciation and amortization expense	8,889		15,425
Add: Interest expense	1,026		1,306
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities	—		—
Add: Dividends and accretion of redeemable preferred stock	—		—
Add: Interest and other costs on pension and OPEB liabilities	—		—
Add: Other non-recurring items (1)	425		—
Less: Equity in losses of unconsolidated entities	—		—
Less: Non-controlling share of Adjusted EBITDA	—		—
Adjusted EBITDA (non-GAAP)	$	27,546	$	59,016


(dollars in thousands) (1)	Six Months Ended June 30, 2025		Year Ended December 31, 2024
Net loss attributable to stockholders	$	(180,170)	$	(393,295)
Add: Provision for (benefit from) income taxes	775		(60,441)
Add: Equity-based compensation expense	4,482		13,078
Add: Acquisition and transaction expenses	11,515		14,279
Add: Losses on the modification or extinguishment of debt and capital lease obligations	4,073		90,530
Add: Changes in fair value of non-hedge derivative instruments	(25,592)		(2,971)
Add: Asset impairment charges (2)	4,401		70,947
Add: Incentive allocations	—		—
Add: Depreciation and amortization expense (3)	89,142		191,957
Add: Interest expense	(149,088)		252,499
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (4)	(2,103)		(9,734)
Add: Dividends and accretion of redeemable preferred stock	67,309		135,258
Add: Interest and other costs on pension and OPEB liabilities	(529)		(66)
Add: Other non-recurring items (5)	1,758		953
Less: Equity in (losses) earnings of unconsolidated entities	(7,269)		18,350
Less: Non-controlling share of Adjusted EBITDA (6)	(14,809)		(27,194)
Pro Forma Adjusted EBITDA (non-GAAP)	$	(196,105)	$	294,150

(3)Depreciation and amortization expense includes the following for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) depreciation and amortization expense of $90,929 and $183,117, (ii) capitalized contract costs amortization of $2,465 and $4,475, (iii) amortization of other comprehensive income of $(4,732) and $3,406 and (iv) amortization of favorable operating lease of $480 and $959, respectively.

(4)Pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) net loss of $(4,099) and $(18,445), (ii) interest expense of $1,297 and $5,949 and (iii) depreciation and amortization expense of $699 and $2,762, respectively.

(5)Other non-recurring items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $298 and (iv) bad debt expense for a bankruptcy of a collections specialist of $425. Other non-recurring items for the fiscal year ended December 31, 2024: outage costs of $953.

(6)Non-controlling share of Adjusted EBITDA includes the following items for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024: (i) equity-based compensation of $224 and $1,127, (ii) provision for (benefit from) income taxes of $188 and $(510), (iii) interest expense of $7,646 and $11,555, (iv) depreciation and amortization expense of $6,140 and $12,930, (v) acquisition and transaction expenses of $166 and $7, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $(1), (vii) asset impairment charges of $27 and $—, (viii) loss on modification or extinguishment of debt of $358 and $2,086 and (ix) other non-recurring items of $63 and $—, respectively.