Macquarie Infrastructure 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
As of and for the quarter ended March 31, 2006 and for the year ended December 31, 2005

On October 4, 2005, the Company filed an amended current report on Form 8-K/A with respect to the completion on August 12, 2005 of its acquisition, through a wholly-owned subsidiary, of 100% of the membership interests in Eagle Aviation Resources, Ltd., a Nevada limited liability company doing business as Las Vegas Executive Air Terminal (“LVE”). LVE is an established fixed base operation (“FBO”) operating out of McCarran International Airport in Las Vegas, Nevada under the terms of a 30 year lease granted in 1996. The audited financial statements and unaudited interim financial information required in compliance with Rule 3-05 of Regulation S-X, and the pro forma financial information required in compliance with Article 11 of Regulation S-X, were disclosed in that filing.

On May 16, 2006, the Company filed an amended current report on Form 8-K/A with respect to the completion on May 1, 2006 of its acquisition, through a wholly-owned subsidiary, of 50% of the shares of IMTT Holdings Inc., formerly known as Loving Enterprises, Inc. (“IMTT Holdings”). IMTT Holdings is the ultimate holding company for a group of companies and partnerships that own a bulk liquid storage terminal business operating as International-Matex Tank Terminals (“IMTT”). The audited financial statements required in compliance with Rule 3-05 of Regulation S-X, and the pro forma financial information required in compliance with Article 11 of Regulation S-X, were disclosed in that filing.

The following unaudited pro forma condensed combined balance sheets as of March 31, 2006 give effect to our acquisition of TGC and IMTT as if the acquisitions had been completed as of March 31, 2006. The following unaudited pro forma condensed combined statement of operations for the quarter ended March 31, 2006 gives effect to the acquisitions of TGC and IMTT as if these transactions had occurred on January 1, 2006. The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2005 gives effect to the acquisitions of TGC, IMTT and LVE as if these transactions had occurred on January 1, 2005. Certain reclassifications were made to the historical financial statements to conform to the current presentation. Additionally, the pro forma adjustments in the condensed combined statement of operations include LVE adjustments from January 1, 2005 – August 12, 2005. The Form 8-K/A filed October 4, 2005 included pro forma adjustments for LVE on the condensed combined statement of operations from January 1, 2005 – June 30, 2005.

TGC adopted a new accounting standard, FIN 47, as of April 30, 2006. The effects of this statement are therefore not reflected in the following TGC historical amounts or proforma adjustments. This item is further described in Note 11 of the consolidated financials statements of K1 included as exhibit 99.1 of this filing.

MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of March 31, 2006

					Pro-forma			Pro-forma
	MIC		TGC		Adjustments			Combined
Assets:
Current Assets	$	169,739	$	52,713	$	(86,167	) A	$	136,285
Property, equipment, land & leasehold improvements, net		334,094		120,682		2,807	B		457,583
Restricted cash		19,516		—		4,100	C		23,616
Equipment lease receivables		42,999		—		—			42,999
Investment in unconsolidated business		70,409		—		359,938	D		430,347
Investment, at cost		35,716		11,856		(11,856	) E		35,716
Securities, available for sale		69,233		—		—			69,233
Related party subordinated loan		19,492		—		—			19,492
Goodwill		281,809		—		113,898	F		395,707
Intangible assets, net		296,041		—		18,250	G		314,291
Other		46,812		2,337		(11,647	) H		37,502
Total assets	$	1,385,860	$	187,588	$	389,322		$	1,962,770
Liabilities and Shareholders’ Equity (Deficit):
Current liabilities	$	57,704	$	17,397	$	(2	) I	$	75,099
Capital leases and notes payable, net of current portion		3,607		—		—			3,607
Long term debt, net of current portion		610,811		72,593		363,079	J		1,046,483
Related party long-term debt		18,714		—		—			18,714
Deferred income taxes		114,790		8,616		108,517	K		231,923
Other liabilities		10,223		8,030		(1,320	) L		16,933
Total liabilities		815,849		106,636		470,274			1,392,759
Minority interest		8,803		81		(81	) M		8,803
Shareholders’ equity		561,208		80,871		(80,871	) N		561,208
Total liabilities and shareholders’ equity	$	1,385,860	$	187,588	$	389,322		$	1,962,770

The accompanying notes are an integral part of these unaudited proforma condensed combined financial statements.

2

	As of
	March 31, 2006
A Current Assets
Reflects the acquisition of IMTT by the Company for a cash purchase price of $250.0 million plus acquisition costs of $7.0 million for a total aggregate purchase price of $257.0 million. A portion of the purchase price was funded by borrowings ($175.0 million)	$	(82,000	)
Reflects the increase in cash held upon TGC acquisition as a result a million draw down on the Dresdner Working Capital facility, net of certain costs	$	1,835
Escrow Account for TGC’s FAC Adjustment as required by HPUC Transfer Consent	$	4,500
Settlement of K1 Intercompany Loan to TGC	$	(10,502	)
	$	(86,167	)
B Property, equipment, land & leasehold improvements, net
Reflects the increase to fair value of TGC’s net fixed assets acquired in excess of purchase price	$	2,807
C Restricted cash
Reflects Escrow Account established for TGC Customer Appreciation reserve as required by HPUC Transfer Consent	$	4,100
D Investment in unconsolidated business
Reflects the purchase price of $257.0 million plus a gross up for deferred tax liability of $102.9 million for the acquisition of IMTT. The deferred tax liability represents the tax effect of the Company’s share of the excess of fair value of the assets over the acquired tax basis	$	359,938
E Investment, at cost
Reflects adjustment for investment that was not acquired through the TGC acquisition	$	(11,856	)
F Goodwill
Reflects the purchase price paid for TGC in excess of the fair value of net assets acquired	$	113,898
G Intangible assets, net
Reflects the TGC’s fair value of trademarks, customer contracts and non-regulated work force contracts	$	18,250
H Other
Reflects adjustment for credit revolver, note payable and pension assets not acquired from TGC	$	(1,863	)
Reflects deferred financing charges incurred as part of the TGC acquisition	$	2,730
Reflects payment of deposit for TGC acquisition	$	(12,514	)
	$	(11,647	)
I Current liabilities
Reflects settlement of K1 Intercompany Loan to TGC	$	(2	)
J Long term debt, net of current portion
Reflects the increase in the Company’s borrowings as a result of the IMTT purchase	$	175,000
Reflects the net increase in the Company’s borrowings as a result of the TGC purchase	$	188,079
	$	363,079

3 (exhibit 99.3)

	As of
	March 31, 2006
K Deferred income taxes
Reflects the increase in deferred income tax liability as a result of our share of the excess of fair value of the IMTT assets over the acquired tax basis	$	102,938
Reflects the net increase in TGC deferred income tax liability as a result of purchase accounting adjustments	$	5,579
	$	108,517
L Other liabilities
Reduction TGC of Pension Liability in accordance with March 31, 2006 actuarial report	$	(1,320	)
M Minority interest
Reflects removal of minority interests as these were acquired through the TGC acquisition	$	(81	)
N Shareholders’ equity
Reflects the elimination of TGC’s historical members’ equity	$	(80,871	)

4

The March 31, 2006 and December 31, 2005 Statements of Operations have been derived from audited financial statements for the ten months ended April 30, 2006 and the year ended June 30, 2005 as follows:

																			Ten
							Year									One			months
	Six months			Six months			ended			Six months						month			ended
	ended			ended			June 30,			ended			Three months			ended			April 30,			Year ended
	December 31,			June 30,			2005			December			ended March			April 30,			2006			December
	2004			2005			(Audited)			31, 2005			31, 2006			2006			(Audited)			31, 2005
Total revenue		61,506			70,907			132,413			75,205			41,210			13,520			129,935			146,112
Total cost of revenue		30,090			37,403			67,493			40,964			22,876			7,450			71,290			78,367
Total gross profit		31,416			33,504			64,920			34,241			18,334			6,070			58,645			67,745
Operating & maintenance		7,859			8,414			16,273			8,701			4,474			1,590			14,765			17,115
Taxes — other than income		3,691			4,224			7,915			4,586			2,554			720			7,860			8,810
Depreciation & amortization		2,502			2,572			5,074			2,663			1,368			442			4,473			5,235
Selling, general & administrative		8,512			7,506			16,018			8,226			3,959			1,477			13,662			15,732
Operating income		8,852			10,788			19,640			10,065			5,979			1,841			17,885			20,853
Other income (expense)		149			1,474			1,623			381			142			162			685			1,855
Interest (expense), net		(1,601	)		(1,883	)		(3,484	)		(2,242	)		(1,211	)		(404	)		(3,857	)		(4,125	)
Income before income taxes & minority interest		7,400			10,379			17,779			8,204			4,910			1,599			14,713			18,583
Provision for income taxes		(2,959	)		(3,986	)		(6,945	)		(3,269	)		(1,900	)		(357	)		(5,526	)		(7,255	)
Minority interest in consolidated income		(8	)		(11	)		(19	)		(9	)		(5	)		3			(11	)		(20	)
Cumulative effect on prior periods of change in accounting principle		0			0			0			0			0			(3,384	)		(3,384	)		0
Net income (loss)		4,433			6,382			10,815			4,926			3,005			(2,139	)		5,792			11,308

5

MACQUARIE INFRASTRUCTURE COMPANY TRUST
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2006

	For the Three Months Ended March 31, 2006
									Pro-forma			Pro-forma
	MIC			IMTT		TGC			Adjustments			Combined
Statement of Operations Data:
Revenue:
Product revenue	$	41,992		$	—	$	41,210		$	—		$	83,202
Service revenue		42,904			—		—			—			42,904
Lease income		1,298			—		—			—			1,298
Total revenue		86,194			—		41,210			—			127,404
Cost of revenue:
Cost of revenue — product		(25,269	)		—		(22,876	)		—			(48,145	)
Cost of revenue — service (a)		(21,032	)		—		—			—			(21,032	)
Gross profit		39,893			—		18,334			—			58,227
Selling, general & administrative expense		(23,950	)		—		(10,987	)		—			(34,937	)
Management fees		(6,478	)		—		—			—			(6,478	)
Depreciation		(1,710	)		—		(1,368	)		(77	) (1)		(3,155	)
Amortization		(3,446	)		—		—			(284	) (2)		(3,730	)
Operating income (loss)		4,309			—		5,979			(360	)		9,928
Interest income		1,702			—		—			—			1,702
Dividend income		2,651			—		—			—			2,651
Interest expense		(12,339	)		—		(1,211	)		(5,308	) (3)		(18,858	)
Equity in earnings of unconsolidated subsidiary		2,453			2,406		—			(1,164	) (4)		3,695
Other income (expense)		(167	)		—		142			—			(25	)
Income (loss) from continuing operations before income tax		(1,391	)		2,406		4,910			(6,832	)		(908	)
Income tax (expense) benefit		(21	)		—		(1,900	)		2,781	(5)		860
Minority interests		74			—		(5	)		5	(6)		74
(Loss) income from continuing operations	$	(1,338	)	$	2,406	$	3,005		$	(4,047	)	$	26
Basic and diluted loss per share	$	(0.05	)									$	0.00
Weighted number of shares of trust stock outstanding — basic & diluted		27,050,745											27,050,745

(a) Includes depreciation expense of $2.3 million

Reconciliation of profit from continuing operations to EBITDA:
(Loss) income from continuing operations	(1,338	)	2,406	3,005	(4,047	)	26
Interest expense, net of interest income	10,637		—	1,211	5,308		17,156
Income tax expense (benefit)	21		—	1,900	(2,781	)	(860	)
Depreciation	3,998			1,368	77		5,443
Amortization	3,446		—	—	284		3,730
EBITDA	16,764		2,406	7,484	(1,159	)	25,495

6

	Three
	Months
	Ended
	March 31
	2006
(1) Depreciation
Additional depreciation expense reflecting the Company’s share in the increase in value of certain TGC tangible assets, depreciated over 9 years	$	(77	)
(2) Amortization
Additional amortization expense reflecting the Company’s share in the increase in value of certain TGC intangible assets, depreciated over a period of 8 to 10 years	$	(284	)
(3) Interest Expense
Increase in interest expense assuming the amount drawn under MIC’s revolving credit facility relating to the IMTT purchase was outstanding for the quarter ended March 31, 2006	$	(2,818	)
Increase in interest expense assuming the amount drawn under MIC’s revolving credit facility relating to the TGC was outstanding for the first quarter ended March 31, 2006	$	(1,594	)
Increase in interest expense assuming the amount drawn under TGC’s term loan’s ($160 million) was outstanding for the quarter ended March 31, 2006	$	(896	)
	$	(5,308	)
(4) Equity in income of unconsolidated subsidiary
Additional amortization and depreciation expense reflecting the Company’s share in the increase in value of certain IMTT tangible and intangible assets, depreciated over a period of 10 to 30 years	$	(1,925	)
Net elimination of certain intercompany business relationships that ceased upon the acquisition of our 50% interest in IMTT	$	73
Elimination of interest expense of $47.8 million of debt that was repaid by IMTT Holdings using the proceeds of our equity investment	$	688
	$	(1,164	)
(5) Income tax expense
Net impact upon income taxes as a result of the above adjustments	$	2,781
(6) Minority Interest
Removal of minority interest not acquired in TGC acquisition	$	5
GRAND TOTAL ALL ADJUSTMENTS	$	(4,047	)

7

MACQUARIE INFRASTRUCTURE COMPANY TRUST
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2005

												Proforma			Proforma
	MIC			LVE			IMTT		TGC			Adjustments			Combined
Statement of Operations Data:
Revenue:
Product revenue	$	143,273		$	20,834		$	—	$	146,112		$	—		$	310,219
Service revenue		156,167			2,981			—		—			—			159,148
Lease income		5,303			—			—		—			—			5,303
Total revenue		304,743			23,815			—		146,112			—			474,670
Cost of revenue:
Cost of revenue — product		(84,806	)		(13,223	)		—		(78,367	)		—			(176,396	)
Cost of revenue — service (a)		(81,834	)		(1,199	)		—		—			—			(83,033	)
Gross profit		138,103			9,393			—		67,745			—			215,241
Selling, general & administrative expense		(82,636	)		(4,264	)		—		(41,657	)		—			(128,557	)
Management fees		(9,294	)		—			—		—			—			(9,294	)
Depreciation		(6,007	)		(612	)		—		(5,235	)		(312	) (1)		(12,166	)
Amortization		(14,815	)		(35	)		—		—			(2,298	) (2)		(17,148	)
Operating income (loss)		25,351			4,482			—		20,853			(2,610	)		48,076
Interest income		4,064			13			—		—			—			4,077
Dividend income		12,361			—			—		—			—			12,361
Interest expense		(33,800	)		(270	)		—		(4,125	)		(24,815	) (3)		(63,010	)
Equity in loss of unconsolidated subsidiary		3,685			—			6,688		—			(6,021	) (4)		4,352
Other income (expense)		123			8			—		1,855			—			1,986
Income (loss) from continuing operations before income tax		11,784			4,233			6,688		18,583			(33,446	)		7,842
Income tax (expense) benefit		3,615			—			—		(7,255	)		13,613	(5)		9,973
Minority interests		(203	)		—			—		(20	)		20	(6)		(203	)
(Loss) income from continuing operations	$	15,196		$	4,233		$	6,688	$	11,308		$	(19,814	)	$	17,611
Basic and diluted loss per share	$	0.56													$	0.65
Weighted number of shares of trust stock outstanding — basic & diluted		27,050,745														27,050,745

(a) Includes depreciation expense of $8.1 million

8

										Proforma			Proforma
	MIC			LVE		IMTT		TGC		Adjustments			Combined
Reconciliation of profit from continuing operations to EBITDA:
(Loss) income from continuing operations		15,196			4,233		6,688		11,308		(19,814	)		17,611
Interest expense, net of interest income		29,736			257		—		4,125		24,815			58,933
Income tax expense (benefit)		(3,615	)		—		—		7,255		(13,613	)		(9,973	)
Depreciation		14,098			612				5,235		312			20,257
Amortization		14,815			35		—		—		2,298			17,148
EBITDA		70,230			5,136		6,688		27,923		(6,001	)		103,976

9

	12 Months
	Ended
	December 31,
	2005
(1) Depreciation
Additional depreciation expense reflecting the Company’s share in the increase in value of certain TGC tangible assets, depreciated over 9 years	$	(312	)
(2) Amortization
Additional amortization expense for the 7.5 months period prior to our acquisition of LVE on August 12, 2005. This reflects the increase in value of the intangible assets acquired to $45.9 million, and is amortized over 20 years	$	(1,148	)
Additional amortization expense reflecting the Company’s share in the increase in value of certain TGC intangible assets, depreciated over a period of 8 to 10 years	$	(1,150	)
	$	(2,298	)
(3) Interest Expense
Reduction in interest expense as a result of LVE debt not assumed by us	$	270
Increase in interest expense assuming the amount drawn under MIC’s revolving credit facility relating to the IMTT purchase was outstanding for the entire 2005 year and that the cash paid was sourced from the proceeds of the re-financing of the Company’s A	$	(14,982	)
Increase in interest expense assuming the amount drawn under MIC’s revolving credit facility relating to the TGC purchase was outstanding for the entire 2005 year	$	(5,684	)
Increase in interest expense assuming the amount drawn under TGC’s term loan’s ($160 million) was outstanding for the entire 2005 year	$	(4,419	)
	$	(24,815	)
(4) Equity in income of unconsolidated subsidiary
Additional amortization and depreciation expense reflecting the Company’s share in the increase in value of certain IMTT tangible and intangible assets, depreciated over a period of 10 to 30 years	$	(7,805	)
Net elimination of certain intercompany business relationships that ceased upon the acquisition of our 50% interest of IMTT	$	269
Elimination of interest expense of $32.6 million of debt that was repaid by IMTT Holdings using the proceeds of our equity investment	$	1,515
	$	(6,021	)
(5) Income tax expense
Net impact upon income taxes as a result of the above adjustments	$	13,613
(6) Minority Interest
Removal of minority interest not acquired in TGC acquisition	$	20
GRAND TOTAL ALL ADJUSTMENTS	$	(19,814	)

10