Macquarie Infrastructure 8-K Unaudited Pro Forma Condensed Combined Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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, 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 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 June 26, 2006, the Company filed an amended current report on Form 8-K/A with respect to the completion on June 7, 2006 of its acquisition, through a wholly-owned subsidiary, of K-1 HGC Investment, L.L.C. (subsequently renamed Macquarie HGC Investment LLC) (“MHGI”), which owns HGC Holdings, L.L.C. (subsequently renamed HGC Holdings LLC) (“HGC”) and The Gas Company, LLC (“TGC”). MHGI, together with its wholly owned subsidiary, HGC Investment Corporation, are the sole members of HGC, and HGC is the sole member of TGC. TGC is a Hawaii limited liability company that owns and operates the regulated synthetic natural gas distribution business in Hawaii and distributes and sells liquefied petroleum gas through unregulated operations. 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 August 22, 2006, the Company filed a current report on Form 8-K with respect to the sale, through its wholly-owned subsidiary Communications Infrastructure LLC, of 16,517,413 stapled securities of Macquarie Communications Infrastructure Group (ASX: MCG) (“MCG”).
The following unaudited pro forma condensed combined balance sheet as of June 30, 2006 gives effect to our dispositions of stapled securities of MCG, Macquarie Yorkshire Limited (“MYL”) and our interest in Macquarie Luxembourg Water S.a.r.L (“SEW”) as if the dispositions had been completed as of June 30, 2006.

The following unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2006 and the year ended December 31, 2005 give effect to the acquisitions of LVE, IMTT and TGC as if these transactions had occurred on January 1, 2005, and the dispositions of MCG stapled securities, MYL and SEW as if these transactions had occurred on December 31, 2004. Certain reclassifications were made to the historical financial statements to conform to the current presentation.

We have included pro forma earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP measure, as we consider it to be an important measure of our overall performance. We believe EBITDA provides additional insight into the performance of our operating companies and our ability to service our obligations and support our ongoing dividend policy.

MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of MARCH 31, 2006
($ in thousands)

	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		112,940		8,616		108,517		K		230,073
Other liabilities		10,223		8,030		(1,320	)	L		16,933
Total liabilities		813,999		106,636		470,274				1,390,909
Minority interest		8,883		81		(81	)	M		8,883
Shareholders’ equity		562,978		80,871		(80,871	)	N		562,978
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.

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 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
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 not acquired through the TGC acquisition	$	(81	)
N	Shareholders’ equity
		Reflects the elimination of TGC’s historical members’ equity	$	(80,871	)

MACQUARIE INFRASTRUCTURE COMPANY TRUST
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the quarter ended March 31, 2006
($ in thousands, except per share data)

	For the Quarter 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		(15,663	)		—		(1,211	)		(5,308	) (3)		(22,182	)
Equity in earnings of unconsolidated subsidiary		2,453			2,406		—			(1,164	) (4)		3,695
Unrealized gain on derivative instruments		13,675			—		—			—			13,675
Other income (expense)		(167	)		—		142			—			(25	)
Income (loss) from continuing operations before income tax		8,960			2,406		4,910			(6,832	)		9,444
Income tax (expense) benefit		(1,393	)		—		(1,900	)		2,781	(5)		(512	)
Minority interests		(6	)		—		(5	)		5	(6)		(6	)
Income (loss) from continuing operations	$	7,561		$	2,406	$	3,005		$	(4,046	)	$	8,926
Basic and diluted earnings per share	$	0.28										$	0.33
Weighted number of shares of trust stock outstanding — basic		27,050,745											27,050,745
Weighted number of shares of trust stock outstanding — diluted		27,066,618											27,066,618
(a) Includes depreciation expense of $2.3 million
Reconciliation of profit from continuing operations to EBITDA:
Income (loss) from continuing operations		7,561			2,406		3,005			(4,046	)		8,926
Interest expense, net of interest income		13,961			—		1,211			5,308			20,480
Income tax expense (benefit)		1,393			—		1,900			(2,781	)		512
Depreciation		3,998					1,368			77			5,443
Amortization		3,446			—		—			284			3,730
EBITDA		30,359			2,406		7,484			(1,158	)		39,090

		Quarter
		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 $32.6 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	)

MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of June 30, 2006 ($ in thousands)

	MIC			Dispositions
				MCG			SEW			YLL			Total
Cash and cash equivalents (A)		37,843			76,446			61,000			81,147			256,436
Restricted cash		5,609												5,609
Accounts receivable, less allowance for doubtful debts		39,718												39,718
Dividends receivable		9,247			—									9,247
Other receivables		4,531												4,531
Inventories		9,365												9,365
Prepaid expenses		4,015												4,015
Deferred income taxes		2,115												2,115
Income tax receivable		3,066												3,066
Other		9,446												9,446
Total current assets		124,955			76,446			61,000			81,147			343,548
Property, equipment, land and leasehold improvements, net		461,314												461,314
Restricted cash		18,722												18,722
Equipment lease receivables		42,449												42,449
Investments in unconsolidated businesses (B)		431,764									(77,959	)		353,805
Investment, cost [C]		37,971						(37,971	)					—
Securities, available for sale (D)		72,462			(72,462	)								—
Related party subordinated loan (B)		21,147									(21,147	)		—
Goodwill		402,143												402,143
Intangibles assets, net		308,461												308,461
Deposits and deferred costs on acquisitions		2,698												2,698
Deferred financing costs, net of accumulated amortisation		16,503												16,503
Fair value of derivative instruments		21,348												21,348
Other		5,536												5,536
Total assets		1,967,473			3,984			23,029			(17,959	)		1,976,527
Due to manager		3,829												3,829
Accounts payable		24,888												24,888
Accrued expenses (B)		15,165									(13	)		15,152
Current portion of notes payable and capital leases		5,832												5,832
Current portion of long-term debt (B)		2,146												2,146
Other		9,366									(14	)		9,352
		61,226			—			—			(27	)		61,199
Capital leases and notes payable, net of current portion		3,259												3,259
Long-term debt, net of current portion		1,044,797												1,044,797
Related party long-term debt (B)		20,168									(20,168	)		—
Deferred income taxes		228,933												228,933
Income tax liability		4,306												4,306
Fair value of derivative instruments (E)		606			(7	)		(225	)		(374	)		—
Other		21,279												21,279
Total liabilities		1,384,574			(7	)		(225	)		(20,569	)		1,363,773
Minority interests		8,811												8,811
Trust stock		560,549												560,549
Accumulated OCI (F)		(1,067	)		(2,483	)		1,814			2,178			442
Accumulated gain (G)		14,606			6,474			21,440			432			42,952
Stockholders’ equity		574,088			3,991			23,254			2,610			603,943

		As of
		June 30, 2006
		($ in thousands)
[A]	Cash and cash equivalents
	Reflects the proceeds received on the sale of investments, net of cash disposed:
	MCG	$	76,446
	SEW	$	61,000
	MYL	$	81,147
	MIC intends to use the cash proceeds from the sale of our investments in MCG, SEW
	and MYL to reduce its borrowings under the acquisition credit facility at the
	Macquarie Infrastructure Company Inc. level, which was $274.0 million at June 30,
	2006. This has not been reflected in the above pro forma balance sheet.
[B]	Investments in unconsolidated business, Related party subordinated loan, Accrued
	expenses, Other current liabilities and Related party long-term debt
	Reflects the sale of MYL	$	(77,959	)
[C]	Investment, cost
	Reflects the sale of our investment in SEW	$	(37,971	)
[D]	Securities, available for sale
	Reflects the sale of our investment in MCG	$	(72,462	)
[E]	Fair value of derivative instruments
	Reflects reversal of the fair value of the foreign currency forward
	contracts entered to hedge distributions from the foreign investments. We
	entered into off-setting contracts on August 17 and August 24, 2006:
	MCG	$	(7	)
	SEW	$	(225	)
	MYL	$	(374	)
[F]	Accumulated other comprehensive income
	Reflects the other comprehensive income arising from foreign currency
	forward contracts entered to hedge distributions from the foreign
	investments and the revaluation of foreign currency balance sheet items:
	MCG	$	(2,483	)
	SEW	$	1,814
	MYL	$	2,178
[G]	Accumulated gain
	Reflects the gain realized on the sale of our investments:
	MCG	$	6,474
	SEW	$	21,440
	Yorkshire	$	432

MACQUARIE INFRASTRUCTURE COMPANY TRUST
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the six months ended June 30, 2006 ($ in thousands, except per share data)

				Acquisitions					Dispositions
																		Pro-Forma
	MIC			IMTT		TGC			MCG			SEW			MYL			Adjust			Total
Revenue
Revenue from product sales		98,914					71,944															170,858
Service revenue		90,630					—															90,630
Financing and equipment lease income		2,583					—															2,583
Total revenue		192,127			—		71,944			—			—			—			—			264,071
Cost of revenue																						—
Cost of product sales		(61,279	)				(48,176	)														(109,455	)
Cost of services		(43,664	)				—															(43,664	)
Gross Profit		87,184			—		23,768			—			—			—			—			110,952
Selling, general and administrative expenses		(48,244	)				(10,965	)								14						(59,195	)
Fees to manager		(10,196	)				—															(10,196	)
Depreciation expense		(3,831	)				(2,353	)											(169	) (1)		(6,353	)
Amortisation of intangibles		(7,026	)				(2	)											(357	) (2)		(7,385	)
Operating income		17,887			—		10,448			—			—			14			(526	)		27,823
Dividend income		5,002					—			(2,352	)		(2,650	)								—
Interest income		2,882					463									(827	)					2,518
Interest expense		(31,267	)				(3,786	)								521			(6,595	) (3)		(41,127	)
Equity in earnings		5,568			3,225		—									(5,320	)		(2,132	) (4)		1,341
Unrealized gain on derivative instruments		20,162			—		—			—			—			—			—			20,162
Other income (expense)		(73	)				(1,876	)		—			—			—			(101	) (5)		(2,050	)
Income (loss) from continuing operations before income tax		20,161			3,225		5,249			(2,352	)		(2,650	)		(5,612	)		(9,354	)		8,667
Income tax expense		(3,011	)				(2,062	)		219						15			2,263	(6)		(2,576	)
Minority interests		(152	)				—															(152	)
Net income		16,998			3,225		3,187			(2,133	)		(2,650	)		(5,597	)		(7,091	)		5,939
Basic and diluted EPS		0.63																				0.22
Basic no. of shares		27,056,505																				27,056,505
Diluted no. of shares		27,069,835																				27,069,835
Reconciliation of net income (loss) to EBITDA:
Net income (loss)		16,998			3,225		3,187			(2,133	)		(2,650	)		(5,597	)		(7,091	)		5,939
Interest expense, net		28,385			—		3,323			—			—			306			6,595			38,609
Income tax benefit (expense)		3,011			—		2,062			(219	)		—			(15	)		(2,263	)		2,576
Depreciation expense — airport parking & district energy (7)		4,459			—		—			—			—			—			—			4,459
Depreciation expense — per above (7)		3,831			—		2,353			—			—			—			169			6,353
Amortization of intangibles (7)		7,026			—		2			—			—			—			357			7,385
EBITDA		63,710			3,225		10,927			(2,352	)		(2,650	)		(5,306	)		(2,233	)		65,321

		Six Months
		Ended June 30,
		2006
		($ in thousands)
(1) Depreciation
	Additional depreciation expense reflecting the Company’s share in the increase in value of certain TGC tangible assets, depreciated over 9 years	$	169
(2) Amortization of intangibles
	Additional amortization expense reflecting the Company’s share in the increase in value of certain TGC intangible assets, depreciated over a period of 9 to 14 years	$	357
(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 entire six months ended June 30, 2006	$	(3,694	)
	Increase in interest expense assuming the amount drawn under MIC’s revolving credit facility relating to the TGC purchase was outstanding for the entire six months ended June 30, 2006	$	(2,781	)
	Adjustment to interest expense assuming the amount drawn under TGC’s term loan ($160 million) was outstanding for the entire six months ended June 30, 2006	$	86
	Amortization of deferred financing costs of $3.3 million relating to TGC’s term loan ($160 million)	$	(206	)
		$	(6,595	)
(4) Equity in earnings (loss) and amortization charges of investees
	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	$	(2,668	)
	Net elimination of certain intercompany business relationships that ceased upon the acquisition of our 50% interest of IMTT	$	48
	Elimination of interest expense relating to $32.6 million of debt that was repaid by IMTT Holdings using the proceeds of our equity investment	$	488
		$	(2,132	)
(5) Other expense, net
	Removal of net gains on foreign currency forward contracts entered into, to hedge distributions from offshore investments	$	(101	)
(6) Income tax benefit
	Adjustment to record estimated tax benefit relating to the pro forma adjustments	$	(2,263	)
(7)
	Depreciation includes $1.6 million and $2.8 million for our airport parking and district energy businesses, respectively, which are included in cost of services. Depreciation and amortization of intangibles do not include our pro forma share of MYL and IMTT depreciation and amortization expense. Our share of MYL amortization expense for the six months ended June 30, 2006 was $1.9 million. Our pro forma share of IMTT depreciation and amortization expense for the same period was $11.6 million. These items are included in equity in earnings (loss) and amortization charges of investees.
	GRAND TOTAL OF ALL ADJUSTMENTS	$	(7,091	)