Macquarie Infrastructure 8-K Macquarie Infrastructure Company LLC Reports Third Quarter 2013 Financial Results, Declares Cash Dividend of $0.875 Per Share

Exhibit 99.1

Macquarie Infrastructure Company LLC Reports Third Quarter 2013 Financial Results, Declares Cash Dividend of $0.875 Per Share

• Reported proportionately combined Free Cash Flow increases 78%

• Free Cash Flow per share guidance of $4.10 to $4.20 in 2013 reaffirmed

• Strong performance by Atlantic Aviation, new FBO acquisition announced

• 41% increase in growth investments

NEW YORK--(BUSINESS WIRE)--October 28, 2013--Macquarie Infrastructure Company LLC (NYSE:MIC) reported its financial results for the third quarter of 2013 including the declaration of a quarterly cash dividend of $0.875 per share. The dividend will be paid on November 14, 2013 to shareholders of record on November 11, 2013.

MIC’s businesses generated proportionately combined Free Cash Flow of $57.0 million or $1.08 per share during the quarter, compared with $32.1 million or $0.69 per share in the comparable period in 2012. Excluding interest rate swap breakage costs incurred by MIC’s Hawaii Gas business in the third quarter of 2012, underlying proportionately combined Free Cash Flow increased 40.0% in the third quarter of 2013. Underlying proportionately combined Free Cash Flow per share increased 18.9% to $3.28 for the nine months ended September 30, 2013 compared with $2.76 for the nine months ended September 30, 2012.

MIC’s proportionately combined Free Cash Flow per share in 2013 reflects an approximate 6.4 million share (13.6%) increase in the weighted average number of shares outstanding. The increase is associated primarily with a public equity offering conducted by the Company in May 2013 as well as management and performance fees settled in shares during the past year.

“The performance of our businesses in the third quarter was largely in line with our expectations and positions us to deliver proportionately combined free cash flow for the full year that is consistent with our guidance and consistent with the generation of approximately $337.0 million in proportionately combined EBITDA,” said James Hooke, Chief Executive Officer of Macquarie Infrastructure Company LLC.

“We are reaffirming our guidance of $4.10 to $4.20 in proportionately combined Free Cash Flow for calendar year 2013. On a trailing twelve month basis, MIC has generated $4.09 per share in proportionately combined Free Cash Flow so we’re already within sight of our guidance range as we end the third quarter,” Hooke added.

Hooke noted that the improving outlook reflected better than anticipated pricing on a refinancing of the long-term debt of MIC’s Atlantic Aviation business in May as well as improvement in the operating performance of Atlantic Aviation generally. “With 13.0% EBITDA growth at Atlantic Aviation for the quarter, a substantial pipeline of new growth projects, and the addition of the Hangar 10 aviation services facility at Kansas City Downtown Airport to the Atlantic Aviation portfolio, the trends in the business have been positive over the past several quarters,” he said.

On October 25, 2013, MIC’s Atlantic Aviation business entered into an agreement to acquire Hangar 10 Aviation Services located on the Kansas City Downtown Airport. The award-winning facility is expected to become the 63rd facility in the Atlantic Aviation network. The acquisition is projected to close in November 2013, subject to receipt of required airport approvals and other consents customary for a transaction of this size and type.

MIC established a new line of business – MIC Solar - in the fourth quarter of 2012 with an investment in two contracted solar power generation facilities. In the third quarter of 2013 MIC invested $14.7 million in two additional facilities currently under construction. In October of 2013 the Company invested $6.1 million in a fifth facility that is also under construction. MIC has invested a total of $30.1 million in the five facilities. The Company anticipates that the facilities will generate a total of between $1.6 million and $1.8 million in Free Cash Flow in each of the next five years.

Located in the southwestern U.S., the Company’s photovoltaic facilities are capable of generating a combined approximately 57 megawatts of electricity. The electricity is sold to nearby utilities and a U.S. Air Force base pursuant to long-term (20 and 25 year) power purchase agreements.

Hooke noted, “Year to date through September, 2013, MIC has deployed $14.7 million in solar contracted power, and $58.6 million in other growth projects representing a 40.7% increase over the rate at which capital was put to work in the first nine months of 2012. Collectively our businesses have committed to another approximately $70.0 million of projects. In addition to this, we are also exploring a pipeline of opportunities in excess of $100.0 million.”

MIC regards Free Cash Flow as an important tool in assessing the performance of its capital intensive, cash generative businesses. Proportionately combined Free Cash Flow refers to the sum of the Free Cash Flow generated by MIC’s businesses and investments in proportion to its equity interest in each entity after holding company costs. See “Cash Generation” below for MIC’s definition of Free Cash Flow and further information.

Consolidated Results for Third Quarter and Nine Months

The Company reported net income, before tax, of $14.1 million for the third quarter of 2013 compared with a net loss of $1.9 million for the third quarter of 2012. For the nine months ended September 30, 2013, MIC reported net income, before tax, of $23.2 million compared with net income of $40.8 million for the comparable period in 2012. The decrease in the year to date result versus the prior comparable period is primarily attributable to performance fees incurred in 2013.

MIC’s consolidated revenue for the third quarter of 2013 increased 1.7% to $263.7 million compared with $259.3 million in the third quarter of 2012. Consolidated revenue was essentially flat for the nine-month period ended September 30, 2013 versus the comparable period in 2012.

Reported gross profit – defined as revenue less cost of goods sold – removes the volatility in revenue associated with fluctuations in energy costs such as feedstock costs at Hawaii Gas. MIC’s consolidated gross profit rose 6.4% to $108.0 million in the third quarter of 2013 from $101.5 million in the same period in 2012. For the nine months ended September 30, 2013 the Company’s gross profit increased 4.8% versus the comparable period in 2012.

Cash Generation

MIC reports EBITDA excluding non-cash items on a consolidated and operating segment basis and reconciles each to consolidated net income (loss). EBITDA excluding non-cash items is a measure relied upon by management in evaluating the performance of its businesses and investments. EBITDA excluding non-cash items is defined as earnings before interest, taxes, depreciation and amortization and non-cash items, which may include impairments, gains and losses on derivatives and adjustments for certain other items reflected in the statement of operations.

MIC believes that EBITDA excluding non-cash items provides additional insight into the performance of its operating businesses, relative to each other and to similar businesses, without regard to capital structure, and their ability to service or reduce debt, fund capital expenditures and/or support distributions to the holding company.

MIC also reports Free Cash Flow, as defined below, on both a consolidated and operating segment basis as a means of assessing the amount of cash generated by its businesses and as a supplement to other information provided in accordance with GAAP, and reconciles each to cash from operating activities.

MIC believes that reporting Free Cash Flow provides additional insight into its ability to deploy cash where GAAP measures, such as net income (loss) and cash from operating activities, do not reflect all of the items that management considers in estimating the amount of cash generated by its operating businesses. MIC defines Free Cash Flow as cash from operating activities, less maintenance capital expenditures and changes in working capital.

Free Cash Flow does not fully reflect MIC’s ability to freely deploy generated cash, as it does not reflect required payments made on its indebtedness and other fixed obligations or the other cash items excluded when calculating Free Cash Flow. Free Cash Flow may be calculated in a different manner by other companies, which limits its usefulness as a comparative measure. Therefore, Free Cash Flow should be used as a supplemental measure and not in lieu of MIC’s financial results as reported under GAAP.

MIC may report certain financial metrics on a proportionately combined basis including, proportionately combined gross profit, proportionately combined EBITDA excluding non-cash items, proportionately combined cash interest, proportionately combined cash taxes, proportionately combined maintenance capital expenditures, proportionately combined Free Cash Flow, proportionately combined Free Cash Flow per share, proportionately combined growth capital expenditures and proportionately combined net debt. The Company believes that such measures provide investors and management with additional insight into the financial results and cash generated on the basis of its varied ownership interests in its businesses and investments for the reporting period.

Proportionately combined metrics used by MIC may be calculated in a different manner by other companies and may limit their usefulness as a comparative measure. Therefore, proportionately combined metrics should be used as a supplement to and not in lieu of financial results reported in accordance with GAAP.

The following table summarizes MIC’s financial performance on a proportionately combined basis during the quarter and nine month periods ended September 30, 2013 and the prior comparable periods.

	For the Quarter Ended September 30, 2013
($ in Thousands) (Unaudited)	IMTT 50%	Hawaii Gas		District Energy 50.01%	Atlantic Aviation	MIC Solar(2)		MIC Corporate		Proportionately Combined(1)	IMTT 100%	District Energy 100%	MIC Solar 100%
Gross profit	35,438	17,239		2,942	82,645	1,488		N/A		139,752	70,875	5,883	2,253
EBITDA excluding non-cash items	31,810	12,879		3,636	38,306	(470	)	(1,094	)	85,067	63,620	7,271	205
Free cash flow	16,581	9,154		2,475	30,774	(1,083	)	(854	)	57,047	33,162	4,950	(689	)
	For the Quarter Ended September 30, 2012
($ in Thousands) (Unaudited)	IMTT 50%	Hawaii Gas		District Energy 50.01%	Atlantic Aviation	MIC Solar		MIC Corporate		Proportionately Combined(1)	IMTT 100%	District Energy 100%	MIC Solar 100%
Gross profit	31,590	16,676		3,394	78,069	N/A		N/A		129,728	63,179	6,786	N/A
EBITDA excluding non-cash items	27,955	12,632		4,019	33,893	N/A		(1,875	)	76,624	55,909	8,037	N/A
Free cash flow	12,689	(440	)	2,675	17,679	N/A		(552	)	32,050	25,377	5,348	N/A

	For the Nine Months Ended September 30, 2013
($ in Thousands) (Unaudited)	IMTT 50%	Hawaii Gas	District Energy 50.01%	Atlantic Aviation	MIC Solar(2)		MIC Corporate		Proportionately Combined(1)	IMTT 100%	District Energy 100%	MIC Solar 100%
Gross profit	109,756	54,803	6,609	240,118	3,864		N/A		415,150	219,511	13,216	6,109
EBITDA excluding non-cash items	98,552	40,005	8,107	109,169	1,065		(4,463	)	252,435	197,104	16,210	3,157
Free cash flow	45,926	25,583	5,315	85,761	(263	)	3,350		165,671	91,851	10,627	1,044
	For the Nine Months Ended September 30, 2012
($ in Thousands) (Unaudited)	IMTT 50%	Hawaii Gas	District Energy 50.01%	Atlantic Aviation	MIC Solar		MIC Corporate		Proportionately Combined(1)	IMTT 100%	District Energy 100%	MIC Solar 100%
Gross profit	96,484	53,451	7,775	230,863	N/A		N/A		388,572	192,967	15,546	N/A
EBITDA excluding non-cash items	86,127	41,262	9,141	99,379	N/A		(8,848	)	227,060	172,253	18,278	N/A
Free cash flow	50,268	16,165	5,942	51,422	N/A		(4,224	)	119,573	100,535	11,882	N/A

_____________________
N/A-Not applicable.
(1)	Proportionately combined free cash flow is equal to the sum of free cash flow attributable to MIC's ownership interest in each of its operating businesses and MIC Corporate.
(2)	Proportionately combined free cash flow for MIC Solar is equal to the sum of free cash flow attributable to MIC Solar's ownership interest in each of its operating projects.

IMTT

MIC has a 50% equity interest in International-Matex Tank Terminals (IMTT), the operator of one of the largest independent bulk liquid storage terminal businesses in the U.S. IMTT owns and operates 10 marine storage terminals in the U.S. and is the part owner and operator of two terminals in Canada. The terminals store and handle a wide variety of petroleum grades, chemicals and vegetable and animal oils. To aid in meaningful analysis of the performance of IMTT across periods, the table and discussion below refer to results for 100% of the business, not MIC’s 50% interest.

Historically, storage rates have generally included the provision of ancillary services. More recently, IMTT’s customer contracts have unbundled a number of these services, adding or increasing separate fees for ancillary services. As such, MIC believes that terminal revenue is becoming a more relevant metric for analyzing IMTT’s performance than storage rates.

Terminal revenue increased 8.1% and 8.8% for the quarter and nine months ended September 30, 2013 as compared with 8.5% and 7.1% for the quarter and nine months ended September 30, 2012, respectively.

While average storage rental rates increased by 2.1% and 5.1% for the quarter and nine months ended September 30, 2013, respectively, as compared with 9.2% and 6.9% for the quarter and nine months ended September 30, 2012, revenue from ancillary services increased 19.4% and 15.1% for the quarter and nine months ended September 30, 2013 as compared with 4.7% and 3.2% for the quarter and nine months ended September 30, 2012. Ancillary services include throughput, pumping, as well as some blending and infrastructure usage.

Capacity utilization was 92.9% in the third quarter of 2013 compared with 93.3% in the third quarter of 2012 driven primarily by a single large tank being taken out of service for cleaning and inspection. That tank was returned to service in October 2013 and a second tank of the same size was taken out of service, also for cleaning and inspection.

After spiking in the second quarter of the year, maintenance capital expenditures decreased to $14.5 million and increased to $60.5 million for the quarter and year to date periods, respectively, in 2013 compared with $15.3 million and $30.7 million in the prior comparable periods. The majority of the year to date increase in 2013 pertains to previously disclosed costs to repair the damage from Hurricane Sandy at IMTT’s Bayonne, New Jersey facility and higher costs related to tank cleaning and repair. Maintenance capital expenditures in 2014 are expected to return to the range of levels observed in 2010 through 2012.

IMTT’s tax provision contemplates payment of approximately $13.0 million of federal income taxes and $5.6 million of state income taxes for 2013. The $13.8 million tax provision for the nine months ended September 30, 2013 includes $9.7 million for federal income taxes and $4.1 million for state income taxes.

Free Cash Flow generated by IMTT increased 30.7% to $33.2 million and decreased 8.6% to $91.9 million for the quarter and nine months ended September 30, 2013, respectively, versus the prior comparable periods in 2012. The growth in the quarter was driven primarily by the improved operating results of the business. The decline in Free Cash Flow for the year to date period stems from the higher maintenance capital expenditures incurred during the second quarter of the year and an increased interest expense that more than offset the increase in EBITDA excluding non-cash items.

IMTT declared a distribution of $20.5 million for the third quarter to each of its two shareholders on October 24, 2013.

Hawaii Gas

Hawaii Gas is the owner and operator of the only regulated (“utility”) gas processing and pipeline distribution network on the islands of Hawaii. The business is also the owner and operator of the largest unregulated (“non-utility”) gas distribution operation on the islands.

For the third quarter of 2013 compared with the third quarter of 2012:

• Non-utility contribution margin increased 1.0% to $15.7 million from $15.5 million
• Utility contribution margin increased 1.2% to $9.4 million from $9.3 million
• The combined volume of utility and non-utility gas sold increased 0.9%

In July, Hawaii Gas entered into a new naphtha feedstock supply agreement for its utility operations. The agreement provides the business with a supply of naphtha for the period October 1, 2013 through March 31, 2014.

Hawaii Gas is progressing with initiatives related to the use of LNG (“Liquefied Natural Gas”) as a back-up fuel for its customers. On August 12, 2013, Hawaii Gas filed an application with the Hawaiian Public Utilities Commission seeking approval to use LNG as a back-up to its regulated SNG (“Synthetic Natural Gas”) system. A decision by the HPUC on the matter is expected before the end of the year. The cost of developing this project continues to negatively impact EBITDA.

The Free Cash Flow generated by Hawaii Gas increased to $9.2 million in the third quarter of 2013 from ($440,000) in the third quarter of 2012. Through the nine months ended September 30, 2013, Free Cash Flow increased 58.3% to $25.6 million from $16.2 million in the comparable period in 2012. The increase reflects primarily interest rate swap breakage costs of $8.7 million that were incurred in 2012 and not in 2013 and a decrease in the business’ tax provision. Excluding the impact of the swap break costs, underlying Free Cash Flow grew by 10.8% and 2.9% in the quarter and nine months ended September 30, 2013, respectively, versus the prior comparable periods.

District Energy

MIC’s District Energy business produces chilled water that it distributes via underground pipelines in downtown Chicago to high-rise buildings for use in air conditioning and process cooling systems. The business also operates a facility in Las Vegas, Nevada that supplies both cooling and heating services to three customers there. MIC has a 50.01% (controlling) interest in District Energy. The table and discussion below refer to results for 100% of the business, not MIC’s 50.01% interest.

For the third quarter of 2013 compared with the third quarter of 2012:

• Cooling consumption revenue decreased 13.1% to $9.1 million from $10.5 million in 2012; and,
• Capacity revenue increased 3.0% to $5.8 million from $5.6 million - increases in the number of customers being served and inflation adjustments to existing contracts contributed to the improved performance.

District Energy’s results for the third quarter reflect lower average temperatures in 2013 compared with 2012 and the loss of a customer (previously disclosed) that reduced demand for cooling. The business is in dispute with the customer that terminated its contract as the customer has refused to make unamortized lease principal payments to which District Energy believes it is entitled. The parties have agreed to mediate the matter in a process that is expected to commence prior to year end.

MIC expects to commence a refinancing of the long-term debt at District Energy in the fourth quarter of 2013. The refinancing is expected to be completed in the first half of 2014 subject to market conditions remaining favorable.

Free Cash Flow generated by District Energy decreased 7.4% to $5.0 million for the third quarter of 2013 and decreased 10.6% to $10.6 million for the nine months ended September 30, 2013 versus the prior comparable periods. The decreases reflect primarily the reduction in revenue noted above partially offset by a decrease in maintenance capital expenditures.

Atlantic Aviation

Atlantic Aviation owns and operates a network of fixed-base operations (FBO) that primarily provide fuel, terminal and aircraft hangar services to owners and operators of general aviation (GA) aircraft at 62 airports in the U.S. The network is the one of the largest in the U.S. air transportation industry.

For the third quarter of 2013 compared with the third quarter of 2012:

• The volume of GA fuel sold increased by 3.5% and the average margin on GA fuel sales increased 1.2%; and,
• Non-fuel gross profit increased 8.9% primarily due to an increase in hangar and office rental revenue of 6.1%.

The performance of Atlantic Aviation is, in general, more closely tied to economic health of the U.S. as a whole than that of MIC’s other businesses. MIC believes that the improvement in gross profit generated by Atlantic Aviation is reflective of the ongoing improvement in the U.S. economy broadly, market share gains and the popularity of the destinations in the portfolio specifically.

Free Cash Flow generated by Atlantic Aviation increased 74.1% to $30.8 million and 66.8% to $85.8 million for the quarter and nine months ended September 30, 2013, respectively, versus the comparable periods in 2012. The increase in cash generation reflects primarily the reduction in the amount and cost of the business’ long-term debt outstanding versus 2012, the improved operating results and lower maintenance capital expenditures.

Free Cash Flow gains at Atlantic Aviation year to date were partially offset by an increase in the business’ provision for current income taxes of $5.6 million compared with $2.0 million through nine months in 2012. The federal portion of Atlantic Aviation’s current income taxes for 2013 is expected to be wholly offset in consolidation by the application of Net Operating Loss carryforwards at the MIC holding company level.

MIC Solar

At the quarter end September 30, 2013, MIC had invested in four contracted solar power generation facilities located in the southwestern U.S., two of which were in operation and two of which were under construction. The Company invested in a fifth facility, also under construction, following the quarter end. When completed, the combined generating capacity of the five facilities is expected to be approximately 57 megawatts of electricity. The power will be sold to nearby utilities and one U.S. Air Force base pursuant to long-term power purchase agreements.

Effective with the third quarter of 2013 the four facilities that comprised MIC Solar constituted a reportable segment under GAAP. MIC has certain rights with respect to decisions involving the management and operations of the projects in MIC Solar and has determined that it is appropriate to consolidate the projects for financial reporting purposes with its co-investor’s interest reflected as “noncontrolling interest” in the consolidated condensed financial statements.

MIC Solar’s facilities, including the two operating facilities and the two acquired in the period, performed as anticipated during the third quarter of 2013. The facilities generated a proportionately combined Free Cash Flow of approximately ($689,000) and $1.0 million for the quarter and nine months ended September 30, 2013, respectively.

MIC Solar incurred approximately $2.0 million of acquisition expenses in the third quarter related to the three facilities currently under development. These expenses contributed to the negative Free Cash Flow for the segment in the period. The two facilities in operation were cash flow positive. Free Cash Flow will be adversely affected in any quarter in which a new facility is acquired given the expenses associated with such acquisitions that cannot be capitalized.

MIC anticipates allocating approximately $35.0 million of additional capital to MIC Solar over the upcoming 12 – 18 months.

Conference Call and WEBCAST

When: Management has scheduled a conference call for 8:00 a.m. Eastern Time on Tuesday, October 29, 2013 during which it will review the Company’s results and answer questions from analysts and investors.

How: To listen to the conference call, please dial +1(650) 521-5252 at least 10 minutes prior to the scheduled start time. A webcast of the call will be accessible via the Company’s website at www.macquarie.com/mic. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the webcast.

Slides: The Company will prepare materials in support of its conference call presentation. The materials will be available for downloading from the Company’s website the morning of October 29, 2013 prior to the conference call. A link to the materials will be located on the homepage of the MIC website.

Replay: For interested individuals unable to participate in the live conference call, a replay will be available after 2:00 p.m. on October 29, 2013 through November 5, 2013, at +1(404) 537-3406, Passcode: 77570782. An online archive of the webcast will be available on the Company’s website for one year following the call. MIC-G

About Macquarie Infrastructure Company

Macquarie Infrastructure Company owns, operates and invests in a diversified group of infrastructure businesses providing basic services to customers in the United States. Its businesses consist of a gas processing and distribution business, Hawaii Gas, a controlling interest in a District Energy business in Chicago, and a 50% interest in a bulk liquid storage terminal business, International-Matex Tank Terminals. MIC also owns and operates an airport services business, Atlantic Aviation, and interests in five solar power generation facilities, collectively MIC Solar. The Company is managed by a wholly-owned subsidiary of the Macquarie Group. For additional information, please visit the Macquarie Infrastructure Company website at www.macquarie.com/mic.

Forward-Looking Statements

This press release contains forward-looking statements. MIC may, in some cases, use words such as "project”, "believe”, "anticipate”, "plan”, "expect”, "estimate”, "intend”, "should”, "would”, "could”, "potentially”, or "may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this report are subject to a number of risks and uncertainties, some of which are beyond MIC’s control including, among other things: changes in general economic or business conditions; its ability to service, comply with the terms of and refinance debt, successfully integrate and manage acquired businesses, retain or replace qualified employees, manage growth, make and finance future acquisitions, and implement its strategy; its shared decision-making with co-investors over investments including the distribution of dividends; its regulatory environment establishing rate structures and monitoring quality of service, demographic trends, the political environment, the economy, tourism, construction and transportation costs, air travel, environmental costs and risks, fuel and gas costs; its ability to recover increases in costs from customers, reliance on sole or limited source suppliers, risks or conflicts of interests involving its relationship with the Macquarie Group and changes in U.S. federal tax law.

MIC’s actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which MIC is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this release may not occur. These forward-looking statements are made as of the date of this release. MIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

“Macquarie Group” refers to the Macquarie Group of companies, which comprises Macquarie Group Limited and its worldwide subsidiaries and affiliates. Macquarie Infrastructure Company LLC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Infrastructure Company LLC.

MACQUARIE INFRASTRUCTURE COMPANY LLC
CONSOLIDATED CONDENSED BALANCE SHEETS
($ In Thousands, Except Share Data)
	September 30, 2013			December 31, 2012
ASSETS		(Unaudited)
Current assets:
Cash and cash equivalents	$	83,043		$	141,376
Restricted cash		13,920			3,133
Accounts receivable, less allowance for doubtful accounts
of $806 and $875, respectively		65,115			56,553
Inventories		25,330			20,617
Prepaid expenses		9,473			8,908
Deferred income taxes		6,456			6,803
Equipment lease receivables current		13,149			4,448
Other		9,766			12,072
Total current assets		226,252			253,910
Property, equipment, land and leasehold improvements, net		777,067			708,031
Equipment lease receivables non-current		17,285			28,177
Investment in unconsolidated business		86,554			75,205
Goodwill		513,939			514,640
Intangible assets, net		600,345			626,902
Deferred financing costs, net of accumulated amortization		22,030			7,845
Other		5,702			8,984
Total assets	$	2,249,174		$	2,223,694
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Due to manager - related party	$	15,379		$	50,253
Accounts payable		28,957			26,499
Accrued expenses		40,978			35,499
Current portion of long-term debt		168,005			106,580
Fair value of derivative instruments		13,336			7,450
Other		18,187			19,049
Total current liabilities		284,842			245,330
Long-term debt, net of current portion		754,685			1,052,584
Deferred income taxes		176,092			169,392
Fair value of derivative instruments		-			5,360
Other		53,733			53,463
Total liabilities		1,269,352			1,526,129
Commitments and contingencies		-			-
Members’ equity:
LLC interests, no par value; 500,000,000 authorized; 53,469,879 LLC
interests issued and outstanding at September 30, 2013 and 47,453,943 LLC interests
issued and outstanding at December 31, 2012		1,129,950			883,143
Additional paid in capital		21,447			21,447
Accumulated other comprehensive loss		(20,419	)		(20,801	)
Accumulated deficit		(213,331	)		(228,761	)
Total members’ equity		917,647			655,028
Noncontrolling interests		62,175			42,537
Total equity		979,822			697,565
Total liabilities and equity	$	2,249,174		$	2,223,694

MACQUARIE INFRASTRUCTURE COMPANY LLC
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
($ In Thousands, Except Share and Per Share Data)
	Quarter Ended							Nine Months Ended
	September 30,			September 30,				September 30,			September 30,
		2013			2012			2013			2012
Revenue
Revenue from product sales	$	172,169		$	166,385		$	513,465		$	508,468
Revenue from product sales - utility		32,981			35,535			104,095			110,656
Service revenue		57,752			56,214			160,153			160,053
Financing and equipment lease income		817			1,119			2,779			3,448
Total revenue		263,719			259,253			780,492			782,625
Costs and expenses
Cost of product sales		113,974			111,677			340,122			346,778
Cost of product sales - utility		28,142			31,001			89,095			94,497
Cost of services		13,584			15,044			37,030			41,489
Selling, general and administrative		53,669			51,571			154,998			157,301
Fees to manager - related party		15,242			29,353			76,912			39,108
Depreciation		10,039			7,596			28,730			22,704
Amortization of intangibles		8,618			8,800			25,866			25,892
Loss from customer contract termination		-			-			1,626			-
Loss (gain) on disposal of assets		50			(1,706	)		226			(1,379	)
Total operating expenses		243,318			253,336			754,605			726,390
Operating income		20,401			5,917			25,887			56,235
Other income (expense)
Interest income		39			110			182			116
Interest expense(1)		(15,767	)		(15,144	)		(31,190	)		(39,076	)
Loss on extinguishment of debt		-			-			(2,472	)		-
Equity in earnings and amortization charges of investee		8,576			6,989			30,327			23,295
Other income, net		829			249			514			245
Net income (loss) before income taxes		14,078			(1,879	)		23,248			40,815
(Provision) benefit for income taxes(2)		(5,829	)		1,758			(9,241	)		(14,698	)
Net income (loss)	$	8,249		$	(121	)	$	14,007		$	26,117
Less: net (loss) income attributable to noncontrolling interests		(2,158	)		1,758			(1,423	)		2,766
Net income (loss) attributable to MIC LLC	$	10,407		$	(1,879	)	$	15,430		$	23,351
Basic income (loss) per share attributable to MIC LLC interest holders	$	0.20		$	(0.04	)	$	0.31		$	0.50
Weighted average number of shares outstanding: basic		53,043,185			46,684,627			50,525,617			46,524,980
Diluted income (loss) per share attributable to MIC LLC interest holders	$	0.20		$	(0.04	)	$	0.31		$	0.50
Weighted average number of shares outstanding: diluted		53,056,095			46,684,627			50,541,513			46,545,903
Cash dividends declared per share	$	0.8750		$	0.6875		$	2.4375		$	1.5125

_____________________
(1)	Interest expense includes losses on derivative instruments of $8.0 million and $9.6 million for the quarter and nine months ended September 30, 2013, respectively, of which net losses of $344,000 and $1.2 million, respectively, was reclassified from accumulated other comprehensive income. For the quarter and nine months ended September 30, 2012, interest expense includes losses on derivative instruments of $9.4 million and $20.3 million, respectively, of which net losses of $6.1 million and $14.6 million, respectively, was reclassified from accumulated other comprehensive income.
(2)	Includes $137,000 and $463,000 of benefit for income taxes from accumulated other comprehensive income reclassifications for the quarter and nine months ended September 30, 2013, respectively. The quarter and nine months ended September 30, 2012 includes benefit for income taxes of $3.1 million and $6.5 million from accumulated other comprehensive income reclassifications, respectively.

MACQUARIE INFRASTRUCTURE COMPANY LLC
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
($ In Thousands)
	Nine Months Ended
	September 30, 2013			September 30, 2012
Operating activities
Net income	$	14,007		$	26,117
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization of property and equipment		33,751			27,740
Amortization of intangible assets		25,866			25,892
Loss (gain) on disposal of assets		106			(1,803	)
Loss from customer contract termination		1,626			-
Equity in earnings and amortization charges of investee		(30,327	)		(23,295	)
Equity distributions from investee		19,025			77,920
Amortization of debt financing costs		2,892			3,290
Loss on extinguishment of debt		2,434			-
Adjustments to derivative instruments		1,160			(23,680	)
Base management fees to be settled/settled in LLC interests		23,524			15,599
Performance fees to be settled/settled in LLC interests		53,388			23,509
Equipment lease receivable, net		2,814			2,595
Deferred rent		197			314
Deferred taxes		6,567			10,459
Other non-cash (income) expenses, net		(743	)		2,340
Changes in other assets and liabilities:
Restricted cash		(465	)		-
Accounts receivable		(8,524	)		(8,882	)
Inventories		(3,535	)		2,232
Prepaid expenses and other current assets		1,026			395
Due to manager - related party		2			68
Accounts payable and accrued expenses		(13,794	)		4,622
Income taxes payable		(819	)		727
Other, net		(2,418	)		(1,576	)
Net cash provided by operating activities		127,760			164,583
Investing activities
Acquisitions of businesses and investments, net of cash acquired		(14,666	)		-
Purchases of property and equipment		(51,435	)		(25,443	)
Proceeds from sale of assets		-			5,625
Return of investment in unconsolidated business		-			50,899
Other, net		64			72
Net cash (used in) provided by investing activities		(66,037	)		31,153
Financing activities
Proceeds from issuance of LLC interests		227,558			-
Proceeds from long-term debt		499,960			191,142
Offering and equity raise costs paid		(11,041	)		-
Dividends paid to holders of LLC interests		(82,139	)		(47,716	)
Contributions received from noncontrolling interests		22,362			-
Distributions paid to noncontrolling interests		(1,652	)		(4,286	)
Payment of long-term debt		(758,795	)		(203,428	)
Debt financing costs paid		(18,973	)		(2,815	)
Change in restricted cash		4,036			-
Payment of notes and capital lease obligations		(1,372	)		(622	)
Net cash used in financing activities		(120,056	)		(67,725	)
Net change in cash and cash equivalents		(58,333	)		128,011
Cash and cash equivalents, beginning of period		141,376			22,786
Cash and cash equivalents, end of period	$	83,043		$	150,797
Supplemental disclosures of cash flow information
Non-cash investing and financing activities:
Accrued purchases of property and equipment	$	12,331		$	1,742
Acquisition of equipment through capital leases	$	1,320		$	2,624
Issuance of LLC interests to manager for base management fees	$	21,487		$	13,977
Issuance of LLC interests to manager for performance fees	$	90,302		$	-
Issuance of LLC interests to independent directors	$	640		$	571
Taxes paid	$	3,493		$	3,734
Interest paid	$	28,090		$	50,863

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS-MD&A
	Quarter Ended September 30,						Change Favorable/(Unfavorable)					Nine Months Ended September 30,						Change Favorable/(Unfavorable)
		2013			2012			$		%			2013			2012		$		%
	($ In Thousands) (Unaudited)
Revenue
Revenue from product sales	$	172,169		$	166,385			5,784		3.5		$	513,465		$	508,468		4,997		1.0
Revenue from product sales - utility		32,981			35,535			(2,554	)	(7.2	)		104,095			110,656		(6,561	)	(5.9	)
Service revenue		57,752			56,214			1,538		2.7			160,153			160,053		100		0.1
Financing and equipment lease income		817			1,119			(302	)	(27.0	)		2,779			3,448		(669	)	(19.4	)
Total revenue		263,719			259,253			4,466		1.7			780,492			782,625		(2,133	)	(0.3	)
Costs and expenses
Cost of product sales		113,974			111,677			(2,297	)	(2.1	)		340,122			346,778		6,656		1.9
Cost of product sales - utility		28,142			31,001			2,859		9.2			89,095			94,497		5,402		5.7
Cost of services		13,584			15,044			1,460		9.7			37,030			41,489		4,459		10.7
Gross profit		108,019			101,531			6,488		6.4			314,245			299,861		14,384		4.8
Selling, general and administrative		53,669			51,571			(2,098	)	(4.1	)		154,998			157,301		2,303		1.5
Fees to manager - related party		15,242			29,353			14,111		48.1			76,912			39,108		(37,804	)	(96.7	)
Depreciation		10,039			7,596			(2,443	)	(32.2	)		28,730			22,704		(6,026	)	(26.5	)
Amortization of intangibles		8,618			8,800			182		2.1			25,866			25,892		26		0.1
Loss from customer contract termination		-			-			-		-			1,626			-		(1,626	)	NM
Loss (gain) on disposal of assets		50			(1,706	)		(1,756	)	(102.9	)		226			(1,379	)	(1,605	)	(116.4	)
Total operating expenses		87,618			95,614			7,996		8.4			288,358			243,626		(44,732	)	(18.4	)
Operating income		20,401			5,917			14,484		NM			25,887			56,235		(30,348	)	(54.0	)
Other income (expense)
Interest income		39			110			(71	)	(64.5	)		182			116		66		56.9
Interest expense(1)		(15,767	)		(15,144	)		(623	)	(4.1	)		(31,190	)		(39,076	)	7,886		20.2
Loss on extinguishment of debt		-			-			-		-			(2,472	)		-		(2,472	)	NM
Equity in earnings and amortization charges of investee		8,576			6,989			1,587		22.7			30,327			23,295		7,032		30.2
Other income, net		829			249			580		NM			514			245		269		109.8
Net income (loss) before income taxes		14,078			(1,879	)		15,957		NM			23,248			40,815		(17,567	)	(43.0	)
(Provision) benefit for income taxes		(5,829	)		1,758			(7,587	)	NM			(9,241	)		(14,698	)	5,457		37.1
Net income (loss)	$	8,249		$	(121	)		8,370		NM		$	14,007		$	26,117		(12,110	)	(46.4	)
Less: net (loss) income attributable to noncontrolling interests		(2,158	)		1,758			3,916		NM			(1,423	)		2,766		4,189		151.4
Net income (loss) attributable to MIC LLC	$	10,407		$	(1,879	)		12,286		NM		$	15,430		$	23,351		(7,921	)	(33.9	)

_____________________
NM - Not meaningful
(1)	Interest expense includes losses on derivative instruments of $8.0 million and $9.6 million for the quarter and nine months ended September 30, 2013, respectively. For the quarter and nine months ended September 30, 2012, interest expense includes losses on derivative instruments of $9.4 million and $20.3 million, respectively.

MACQUARIE INFRASTRUCTURE COMPANY LLC
RECONCILIATION OF CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO MIC LLC TO EBITDA
EXCLUDING NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW
		Quarter Ended September 30,					Change Favorable/(Unfavorable)			Nine Months Ended September 30,					Change Favorable/(Unfavorable)
		2013			2012		$	%		2013			2012		$		%
	($ In Thousands) (Unaudited)
Net income (loss) attributable to MIC LLC(1)	$	10,407		$	(1,879	)			$	15,430		$	23,351
Interest expense, net(2)		15,728			15,034					31,008			38,960
Provision (benefit) for income taxes		5,829			(1,758	)				9,241			14,698
Depreciation(3)		10,039			7,596					28,730			22,704
Depreciation - cost of services(3)		1,620			1,685					5,021			5,036
Amortization of intangibles(4)		8,618			8,800					25,866			25,892
Loss from customer contract termination		-			-					1,626			-
Loss on extinguishment of debt		-			-					2,434			-
(Gain) loss on disposal of assets		-			(1,850	)				106			(1,803	)
Equity in earnings and amortization charges of investee(5)		2,570			-					(11,302	)		-
Base management fees to be settled/settled in LLC interests		8,336			5,844					23,524			15,599
Performance fees to be settled/settled in LLC interests		6,906			23,509					53,388			23,509
Other non-cash (income) expense, net		(1,340	)		2,695					(1,969	)		5,420
EBITDA excluding non-cash items	$	68,713		$	59,676		9,037	15.1	$	183,103		$	173,366		9,737		5.6
EBITDA excluding non-cash items	$	68,713		$	59,676				$	183,103		$	173,366
Interest expense, net(2)		(15,728	)		(15,034	)				(31,008	)		(38,960	)
Interest rate swap breakage fees - Hawaii Gas(2)		-			(8,701	)				-			(8,701	)
Interest rate swap breakage fees - Atlantic Aviation(2)		-			(95	)				-			(595	)
Adjustments to derivative instruments recorded in interest expense(2)		4,449			(1,770	)				1,160			(14,384	)
Amortization of debt financing costs(2)		995			1,347					2,892			3,290
Cash distributions received in excess of equity in earnings and amortization
charges of investee(6)		-			-					-			54,625
Equipment lease receivables, net		740			885					2,814			2,595
Provision/benefit for income taxes, net of changes in deferred taxes		(799	)		(1,913	)				(2,674	)		(4,239	)
Changes in working capital		(7,707	)		5,357					(28,527	)		(2,414	)
Cash provided by operating activities		50,663			39,752					127,760			164,583
Changes in working capital		7,707			(5,357	)				28,527			2,414
Maintenance capital expenditures		(3,889	)		(5,371	)				(10,897	)		(13,832	)
Free cash flow	$	54,481		$	29,024		25,457	87.7	$	145,390		$	153,165		(7,775	)	(5.1	)

_____________________
(1)	Net income (loss) attributable to MIC LLC excludes net loss attributable to noncontrolling interests of $2.2 million and $1.4 million for the quarter and nine months ended September 30, 2013, respectively, and net income attributable to noncontrolling interests of $1.8 million and $2.8 million for the quarter and nine months ended September 30, 2012, respectively.
(2)	Interest expense, net, includes adjustment to derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees at Hawaii Gas and Atlantic Aviation.
(3)	Depreciation - cost of services includes depreciation expense for District Energy, which is reported in cost of services in our consolidated condensed statements of operations. Depreciation and Depreciation - cost of services does not include acquisition- related step-up depreciation expense of $2.0 million and $5.9 million for the quarters and nine months ended September 30, 2013 and 2012, respectively, in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investee in our consolidated condensed statements of operations.
(4)	Amortization of intangibles does not include acquisition-related step-up amortization expense of $85,000 and $256,000 for the quarters and nine months ended September 30, 2013 and 2012, respectively, in connection with our investment in IMTT, which is reported in equity in earnings and amortization charges of investee in our consolidated condensed statements of operations.
(5)	Equity in earnings and amortization charges of investee in the above table includes our 50% share of IMTT's earnings, offset by the distributions we received only up to our share of the earnings recorded in the calculation for EBITDA excluding non-cash items. For the quarter and nine months ended September 30, 2013, we recognized equity in earnings and amortization charges of investee income of $8.6 million and $30.3 million, respectively, in the consolidated condensed statements of operations, which was offset by the cash distributions received of $19.0 million during the nine months ended September 30, 2013. For the quarter and nine months ended September 30, 2012, we recognized equity in earnings and amortization charges of investee income of $7.0 million and $23.3 million, respectively, in the consolidated condensed statements of operations, which was fully offset by the cash distributions received during nine months ended September 30, 2012.
(6)	Cash distributions received in excess of equity in earnings and amortization charges of investee in the above table is the excess cumulative distributions received to the cumulative earnings recorded in equity in earnings and amortization charges of investee, since our investment in IMTT, adjusted for the current periods equity in earnings and amortization charges of investee in the calculation from net income (loss) attributable to MIC LLC to EBITDA excluding non-cash items above. The cumulative allocation of the $128.8 million distributions received during nine months September 30, 2012 was $77.9 million recorded in net cash provided by operating activities and $50.9 million recorded in net cash provided by investing activities, as a return on investment, on the consolidated condensed statements of cash flows.

IMTT
		Quarter Ended September 30,								Nine Months Ended September 30,
						Change								Change
		2013		2012		Favorable/(Unfavorable)				2013		2012		Favorable/(Unfavorable)
		$		$		$		%		$		$		$		%
	($ In Thousands) (Unaudited)
Revenue
Terminal revenue		120,560		111,532		9,028		8.1		361,412		332,316		29,096		8.8
Environmental response revenue		5,887		7,069		(1,182	)	(16.7	)	22,341		18,052		4,289		23.8
Total revenue		126,447		118,601		7,846		6.6		383,753		350,368		33,385		9.5
Costs and expenses
Terminal operating costs		50,371		49,509		(862	)	(1.7	)	145,581		141,886		(3,695	)	(2.6	)
Environmental response operating costs		5,201		5,913		712		12.0		18,661		15,515		(3,146	)	(20.3	)
Total operating costs		55,572		55,422		(150	)	(0.3	)	164,242		157,401		(6,841	)	(4.3	)
Terminal gross profit		70,189		62,023		8,166		13.2		215,831		190,430		25,401		13.3
Environmental response gross profit		686		1,156		(470	)	(40.7	)	3,680		2,537		1,143		45.1
Gross profit		70,875		63,179		7,696		12.2		219,511		192,967		26,544		13.8
General and administrative expenses		8,084		7,605		(479	)	(6.3	)	24,420		22,405		(2,015	)	(9.0	)
Depreciation and amortization		19,051		16,992		(2,059	)	(12.1	)	56,109		51,016		(5,093	)	(10.0	)
Casualty losses, net(1)		200		-		(200	)	NM		6,700		-		(6,700	)	NM
Operating income		43,540		38,582		4,958		12.9		132,282		119,546		12,736		10.7
Interest expense, net(2)		(9,376	)	(10,533	)	1,157		11.0		(17,099	)	(28,914	)	11,815		40.9
Other income		620		417		203		48.7		1,804		1,680		124		7.4
Provision for income taxes		(15,181	)	(11,631	)	(3,550	)	(30.5	)	(48,894	)	(37,867	)	(11,027	)	(29.1	)
Noncontrolling interest		(44	)	(451	)	407		90.2		(220	)	(636	)	416		65.4
Net income		19,559		16,384		3,175		19.4		67,873		53,809		14,064		26.1
Reconciliation of net income to EBITDA excluding non-cash items:
Net income		19,559		16,384						67,873		53,809
Interest expense, net(2)		9,376		10,533						17,099		28,914
Provision for income taxes		15,181		11,631						48,894		37,867
Depreciation and amortization		19,051		16,992						56,109		51,016
Casualty losses, net(1)		200		-						6,700		-
Other non-cash expenses		253		369						429		647
EBITDA excluding non-cash items		63,620		55,909		7,711		13.8		197,104		172,253		24,851		14.4
EBITDA excluding non-cash items		63,620		55,909						197,104		172,253
Interest expense, net(2)		(9,376	)	(10,533	)					(17,099	)	(28,914	)
Adjustments to derivative instruments recorded in interest expense(2)		(1,768	)	461						(15,784	)	98
Amortization of debt financing costs(2)		824		805						1,990		2,419
Provision for income taxes, net of changes in deferred taxes		(5,624	)	(5,962	)					(13,847	)	(14,565	)
Changes in working capital		9,119		5,382						4,035		17,680
Cash provided by operating activities		56,795		46,062						156,399		148,971
Changes in working capital		(9,119	)	(5,382	)					(4,035	)	(17,680	)
Maintenance capital expenditures(3)		(14,514	)	(15,303	)					(60,513	)	(30,756	)
Free cash flow		33,162		25,377		7,785		30.7		91,851		100,535		(8,684	)	(8.6	)

_____________________
NM - Not meaningful
(1)	Casualty losses, net, includes $2.5 million and $1.5 million related to the quarters ended December 31, 2012 and March 31, 2013, respectively, which were recorded in terminal operating costs in those periods. These amounts have been included in the nine months ended September 30, 2013.
(2)	Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.
(3)	Maintenance capital expenditures includes a reclassification from growth capital expenditures in the quarters ended December 31, 2012 and March 31, 2013 of $1.2 million and $509,000, respectively. These amounts have been included in the nine months ended September 30, 2013. The classification of capital expenditures as either growth or maintenance is the subject of ongoing review and discussions between MIC and its co-investor in IMTT.

Hawaii Gas
		Quarter Ended September 30,								Nine Months Ended September 30,
						Change								Change
		2013		2012		Favorable/(Unfavorable)				2013		2012		Favorable/(Unfavorable)
		$		$		$		%		$		$		$		%
	($ In Thousands) (Unaudited)
Contribution margin
Revenue - non-utility		28,488		26,894		1,594		5.9		88,993		88,271		722		0.8
Cost of revenue - non-utility		12,838		11,393		(1,445	)	(12.7	)	39,525		40,520		995		2.5
Contribution margin - non-utility		15,650		15,501		149		1.0		49,468		47,751		1,717		3.6
Revenue - utility		32,981		35,535		(2,554	)	(7.2	)	104,095		110,656		(6,561	)	(5.9	)
Cost of revenue - utility		23,534		26,202		2,668		10.2		74,914		81,568		6,654		8.2
Contribution margin - utility		9,447		9,333		114		1.2		29,181		29,088		93		0.3
Total contribution margin		25,097		24,834		263		1.1		78,649		76,839		1,810		2.4
Production		2,737		2,819		82		2.9		8,119		6,952		(1,167	)	(16.8	)
Transmission and distribution(1)		5,121		5,339		218		4.1		15,727		16,436		709		4.3
Gross profit		17,239		16,676		563		3.4		54,803		53,451		1,352		2.5
Selling, general and administrative expenses		4,818		4,760		(58	)	(1.2	)	16,139		14,575		(1,564	)	(10.7	)
Depreciation and amortization		2,160		1,965		(195	)	(9.9	)	6,508		5,808		(700	)	(12.1	)
Operating income		10,261		9,951		310		3.1		32,156		33,068		(912	)	(2.8	)
Interest expense, net(2)		(2,097	)	(5,695	)	3,598		63.2		(5,040	)	(9,102	)	4,062		44.6
Other expense		(146	)	(153	)	7		4.6		(251	)	(285	)	34		11.9
Provision for income taxes		(3,191	)	(1,631	)	(1,560	)	(95.6	)	(10,669	)	(9,343	)	(1,326	)	(14.2	)
Net income(3)		4,827		2,472		2,355		95.3		16,196		14,338		1,858		13.0
Reconciliation of net income to EBITDA excluding non-cash items:
Net income(3)		4,827		2,472						16,196		14,338
Interest expense, net(2)		2,097		5,695						5,040		9,102
Provision for income taxes		3,191		1,631						10,669		9,343
Depreciation and amortization		2,160		1,965						6,508		5,808
Other non-cash expenses(1)		604		869						1,592		2,671
EBITDA excluding non-cash items		12,879		12,632		247		2.0		40,005		41,262		(1,257	)	(3.0	)
EBITDA excluding non-cash items		12,879		12,632						40,005		41,262
Interest expense, net(2)		(2,097	)	(5,695	)					(5,040	)	(9,102	)
Interest rate swap breakage fees(2)		-		(8,701	)					-		(8,701	)
Adjustments to derivative instruments recorded in interest expense(2)		269		4,386						(426	)	3,089
Amortization of debt financing costs(2)		113		507						342		746
Provision for income taxes, net of changes in deferred taxes		(94	)	(1,513	)					(3,961	)	(5,888	)
Changes in working capital		(3,023	)	4,822						(3,810	)	1,117
Cash provided by operating activities		8,047		6,438						27,110		22,523
Changes in working capital		3,023		(4,822	)					3,810		(1,117	)
Maintenance capital expenditures		(1,916	)	(2,056	)					(5,337	)	(5,241	)
Free cash flow		9,154		(440	)	9,594		NM		25,583		16,165		9,418		58.3

_____________________
NM - Not meaningful
(1)	For the nine months ended September 30, 2013, transmission and distribution includes non-cash income of $489,000 for asset retirement obligation credit. This non-cash income is excluded when calculating EBITDA excluding non-cash items.
(2)	Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees.
(3)	Corporate allocation expense, intercompany fees and the tax effect have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.

District Energy
		Quarter Ended September 30,								Nine Months Ended September 30,
						Change								Change
		2013		2012		Favorable/(Unfavorable)				2013		2012		Favorable/(Unfavorable)
		$		$		$		%		$		$		$		%
	($ In Thousands) (Unaudited)
Cooling capacity revenue		5,780		5,613		167		3.0		17,197		16,675		522		3.1
Cooling consumption revenue		9,114		10,490		(1,376	)	(13.1	)	16,282		20,853		(4,571	)	(21.9	)
Other revenue		692		702		(10	)	(1.4	)	2,139		2,023		116		5.7
Finance lease revenue		817		1,119		(302	)	(27.0	)	2,779		3,448		(669	)	(19.4	)
Total revenue		16,403		17,924		(1,521	)	(8.5	)	38,397		42,999		(4,602	)	(10.7	)
Direct expenses — electricity		5,733		5,901		168		2.8		10,360		12,587		2,227		17.7
Direct expenses — other(1)		4,787		5,237		450		8.6		14,821		14,866		45		0.3
Direct expenses — total		10,520		11,138		618		5.5		25,181		27,453		2,272		8.3
Gross profit		5,883		6,786		(903	)	(13.3	)	13,216		15,546		(2,330	)	(15.0	)
Selling, general and administrative expenses		935		823		(112	)	(13.6	)	2,698		2,675		(23	)	(0.9	)
Amortization of intangibles		329		345		16		4.6		997		1,027		30		2.9
Loss from customer contract termination		-		-		-		-		1,626		-		(1,626	)	NM
Operating income		4,619		5,618		(999	)	(17.8	)	7,895		11,844		(3,949	)	(33.3	)
Interest expense, net(2)		(1,275	)	(2,065	)	790		38.3		(3,793	)	(6,521	)	2,728		41.8
Other income		672		436		236		54.1		803		568		235		41.4
Provision for income taxes		(1,584	)	(1,560	)	(24	)	(1.5	)	(1,797	)	(2,171	)	374		17.2
Noncontrolling interest		(174	)	(203	)	29		14.3		(545	)	(622	)	77		12.4
Net income		2,258		2,226		32		1.4		2,563		3,098		(535	)	(17.3	)
Reconciliation of net income to EBITDA excluding non-cash items:
Net income		2,258		2,226						2,563		3,098
Interest expense, net(2)		1,275		2,065						3,793		6,521
Provision for income taxes		1,584		1,560						1,797		2,171
Depreciation(1)		1,620		1,685						5,021		5,036
Amortization of intangibles		329		345						997		1,027
Loss from customer contract termination		-		-						1,626		-
Other non-cash expenses		205		156						413		425
EBITDA excluding non-cash items		7,271		8,037		(766	)	(9.5	)	16,210		18,278		(2,068	)	(11.3	)
EBITDA excluding non-cash items		7,271		8,037						16,210		18,278
Interest expense, net(2)		(1,275	)	(2,065	)					(3,793	)	(6,521	)
Adjustments to derivative instruments recorded in interest expense(2)		(1,371	)	(589	)					(4,018	)	(1,458	)
Amortization of debt financing costs(2)		177		177						531		522
Equipment lease receivable, net		740		885						2,814		2,595
Provision for income taxes, net of changes in deferred taxes		(529	)	(619	)					(805	)	(892	)
Changes in working capital		(192	)	419						(2,379	)	(1,453	)
Cash provided by operating activities		4,821		6,245						8,560		11,071
Changes in working capital		192		(419	)					2,379		1,453
Maintenance capital expenditures		(63	)	(478	)					(312	)	(642	)
Free cash flow		4,950		5,348		(398	)	(7.4	)	10,627		11,882		(1,255	)	(10.6	)

_____________________
NM - Not meaningful
(1)	Includes depreciation expense of $1.6 million and $5.0 million for the quarter and nine months ended September 30, 2013, respectively, and $1.7 million and $5.0 million for the quarter and nine months ended September 30, 2012, respectively.
(2)	Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

Atlantic Aviation
		Quarter Ended								Nine Months Ended
		2013		2012		Change				2013		2012		Change
		$		$		$		%		$		$		$		%
	($ In Thousands) (Unaudited)
Revenue
Fuel revenue		141,032		139,491		1,541		1.1		417,305		420,197		(2,892	)	(0.7	)
Non-fuel revenue		42,166		39,409		2,757		7.0		124,535		120,502		4,033		3.3
Total revenue		183,198		178,900		4,298		2.4		541,840		540,699		1,141		0.2
Cost of revenue
Cost of revenue-fuel		97,050		96,925		(125	)	(0.1	)	289,873		295,800		5,927		2.0
Cost of revenue-non-fuel		3,503		3,906		403		10.3		11,849		14,036		2,187		15.6
Total cost of revenue		100,553		100,831		278		0.3		301,722		309,836		8,114		2.6
Fuel gross profit		43,982		42,566		1,416		3.3		127,432		124,397		3,035		2.4
Non-fuel gross profit		38,663		35,503		3,160		8.9		112,686		106,466		6,220		5.8
Gross profit		82,645		78,069		4,576		5.9		240,118		230,863		9,255		4.0
Selling, general and administrative expenses		44,342		43,983		(359	)	(0.8	)	130,729		130,830		101		0.1
Depreciation and amortization		14,072		14,086		14		0.1		41,917		41,761		(156	)	(0.4	)
Loss (gain) on disposal of assets		50		(1,706	)	(1,756	)	(102.9	)	226		(1,379	)	(1,605	)	(116.4	)
Operating income		24,181		21,706		2,475		11.4		67,246		59,651		7,595		12.7
Interest expense, net(1)		(11,481	)	(7,381	)	(4,100	)	(55.5	)	(20,206	)	(23,448	)	3,242		13.8
Loss on extinguishment of debt		-		-		-		-		(2,472	)	-		(2,472	)	NM
Other income (expense)		54		(10	)	64		NM		54		38		16		42.1
Provision for income taxes		(5,185	)	(6,531	)	1,346		20.6		(18,009	)	(15,815	)	(2,194	)	(13.9	)
Net income(2)		7,569		7,784		(215	)	(2.8	)	26,613		20,426		6,187		30.3
Reconciliation of net income to EBITDA excluding non-cash items:
Net income(2)		7,569		7,784						26,613		20,426
Interest expense, net(1)		11,481		7,381						20,206		23,448
Provision for income taxes		5,185		6,531						18,009		15,815
Depreciation and amortization		14,072		14,086						41,917		41,761
Loss on extinguishment of debt		-		-						2,434		-
(Gain) loss on disposal of assets		-		(1,850	)					106		(1,803	)
Other non-cash income		(1	)	(39	)					(116	)	(268	)
EBITDA excluding non-cash items		38,306		33,893		4,413		13.0		109,169		99,379		9,790		9.9
EBITDA excluding non-cash items		38,306		33,893						109,169		99,379
Interest expense, net(1)		(11,481	)	(7,381	)					(20,206	)	(23,448	)
Interest rate swap breakage fees(1)		-		(95	)					-		(595	)
Adjustments to derivative instruments recorded in interest expense(1)		5,551		(5,567	)					5,604		(16,015	)
Amortization of debt financing costs(1)		702		663						2,011		2,022
Provision for income taxes, net of changes in deferred taxes		(394	)	(997	)					(5,569	)	(1,972	)
Changes in working capital		(3,609	)	1,904						1,284		2,549
Cash provided by operating activities		29,075		22,420						92,293		61,920
Changes in working capital		3,609		(1,904	)					(1,284	)	(2,549	)
Maintenance capital expenditures		(1,910	)	(2,837	)					(5,248	)	(7,949	)
Free cash flow		30,774		17,679		13,095		74.1		85,761		51,422		34,339		66.8

_____________________
NM - Not meaningful
(1)	Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees.
(2)	Corporate allocation expense, intercompany fees and the tax effect have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.

MIC Solar
	Quarter Ended September 30,		Nine Months Ended September 30,
	2013		2013
	$		$
	($ In Thousands) (Unaudited)
Contracted revenue	2,649		7,167
Cost of revenue	396		1,058
Gross profit	2,253		6,109
Selling, general and administrative expenses	2,296		2,875
Depreciation	2,096		5,174
Operating loss	(2,139	)	(1,940	)
Interest expense, net(1)	(897	)	(2,121	)
Other income, net	248		2,353
Benefit (provision) for income taxes	27		(1,175	)
Noncontrolling interest	4,010		4,125
Net income	1,249		1,242
Reconciliation of net income to EBITDA excluding non-cash items:
Net income	1,249		1,242
Interest expense, net(1)	897		2,121
(Benefit) provision for income taxes	(27	)	1,175
Depreciation	2,096		5,174
Other non-cash income	(4,010	)	(6,555	)
EBITDA excluding non-cash items	205		3,157
EBITDA excluding non-cash items	205		3,157
Interest expense, net(1)	(897	)	(2,121	)
Amortization of debt financing costs(1)	3		8
Changes in working capital	(1,256	)	(15,954	)
Cash used in operating activities	(1,945	)	(14,910	)
Changes in working capital	1,256		15,954
Free cash flow	(689	)	1,044

_____________________
(1)	Interest expense, net, includes non-cash amortization of deferred financing fees.

Corporate
	Quarter Ended								Nine Months Ended
	2013		2012		Change				2013		2012		Change
	$		$		$		%		$		$		$		%
	($ In Thousands) (Unaudited)
Base management fees	8,336		5,844		(2,492	)	(42.6	)	23,524		15,599		(7,925	)	(50.8	)
Performance fees	6,906		23,509		16,603		70.6		53,388		23,509		(29,879	)	(127.1	)
Selling, general and administrative expenses	1,278		2,005		727		36.3		4,987		9,221		4,234		45.9
Operating loss	(16,520	)	(31,358	)	14,838		47.3		(81,899	)	(48,329	)	(33,570	)	(69.5	)
Interest income	22		107		(85	)	(79.4	)	152		111		41		36.9
Other expense, net	-		(23	)	23		100.0		(16	)	(75	)	59		78.7
Benefit for income taxes	4,104		11,480		(7,376	)	(64.3	)	22,409		12,631		9,778		77.4
Noncontrolling interest	(1,678	)	(1,556	)	(122	)	(7.8	)	(2,157	)	(2,144	)	(13	)	(0.6	)
Net loss(1)	(14,072	)	(21,350	)	7,278		34.1		(61,511	)	(37,806	)	(23,705	)	(62.7	)
Reconciliation of net loss to EBITDA excluding non-cash items:
Net loss(1)	(14,072	)	(21,350	)					(61,511	)	(37,806	)
Interest income	(22	)	(107	)					(152	)	(111	)
Benefit for income taxes	(4,104	)	(11,480	)					(22,409	)	(12,631	)
Base management fees to be settled/settled in LLC interests	8,336		5,844						23,524		15,599
Performance fees to be settled/settled in LLC interests	6,906		23,509						53,388		23,509
Other non-cash expense	1,862		1,709						2,697		2,592
EBITDA excluding non-cash items	(1,094	)	(1,875	)	781		41.7		(4,463	)	(8,848	)	4,385		49.6
EBITDA excluding non-cash items	(1,094	)	(1,875	)					(4,463	)	(8,848	)
Interest income	22		107						152		111
Benefit for income taxes, net of changes in deferred taxes	218		1,216						7,661		4,513
Changes in working capital	373		(1,788	)					(7,668	)	(4,627	)
Cash used in operating activities	(481	)	(2,340	)					(4,318	)	(8,851	)
Changes in working capital	(373	)	1,788						7,668		4,627
Free cash flow	(854	)	(552	)	(302	)	(54.7	)	3,350		(4,224	)	7,574		179.3

_____________________
(1)	Corporate allocation expense, intercompany fees and the tax effect have been excluded from the above table as they are eliminated on consolidation.

MACQUARIE INFRASTRUCTURE COMPANY LLC
RECONCILIATION OF PROPORTIONATELY COMBINED NET INCOME (LOSS) TO EBITDA EXCLUDING
NON-CASH ITEMS AND CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW
	For the Quarter Ended September 30, 2013
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		District Energy 50.01%		Atlantic Aviation		MIC Solar(2)		MIC Corporate		Proportionately Combined(1)				IMTT 100%		District Energy 100%		MIC Solar 100%
Net income (loss) attributable to MIC LLC	9,780		4,827		1,129		7,569		1,278		(14,072	)	10,511				19,559		2,258		1,249
Interest expense (income), net(3)	4,688		2,097		638		11,481		616		(22	)	19,498				9,376		1,275		897
Provision (benefit) for income taxes	7,591		3,191		792		5,185		(26	)	(4,104	)	12,629				15,181		1,584		(27	)
Depreciation	9,135		1,849		810		6,094		1,399		-		19,287				18,270		1,620		2,096
Amortization of intangibles	391		311		165		7,978		-		-		8,844				781		329		-
Casualty losses, net	100		-		-		-		-		-		100				200		-		-
Base management fee to be settled in LLC interests	-		-		-		-		-		8,336		8,336				-		-		-
Performance fee to be settled in LLC interests	-		-		-		-		-		6,906		6,906				-		-		-
Other non-cash expense (income)	127		604		103		(1	)	(3,737	)	1,862		(1,043	)			253		205		(4,010	)
EBITDA excluding non-cash items	31,810		12,879		3,636		38,306		(470	)	(1,094	)	85,067				63,620		7,271		205
EBITDA excluding non-cash items	31,810		12,879		3,636		38,306		(470	)	(1,094	)	85,067				63,620		7,271		205
Interest (expense) income, net(3)	(4,688	)	(2,097	)	(638	)	(11,481	)	(616	)	22		(19,498	)			(9,376	)	(1,275	)	(897	)
Adjustments to derivative instruments recorded in interest expense, net(3)	(884	)	269		(686	)	5,551		-		-		4,250				(1,768	)	(1,371	)	-
Amortization of deferred finance charges(3)	412		113		89		702		3		-		1,319				824		177		3
Equipment lease receivables, net	-		-		370		-		-		-		370				-		740		-
Provision/benefit for income taxes, net of changes in deferred taxes	(2,812	)	(94	)	(265	)	(394	)	-		218		(3,347	)			(5,624	)	(529	)	-
Changes in working capital	4,560		(3,023	)	(96	)	(3,609	)	(2,085	)	373		(3,881	)			9,119		(192	)	(1,256	)
Cash provided by (used in) operating activities	28,398		8,047		2,411		29,075		(3,168	)	(481	)	64,281				56,795		4,821		(1,945	)
Changes in working capital	(4,560	)	3,023		96		3,609		2,085		(373	)	3,881				(9,119	)	192		1,256
Maintenance capital expenditures	(7,257	)	(1,916	)	(32	)	(1,910	)	-		-		(11,115	)			(14,514	)	(63	)	-
Free cash flow	16,581		9,154		2,475		30,774		(1,083	)	(854	)	57,047				33,162		4,950		(689	)
	For the Quarter Ended September 30, 2012
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		District Energy 50.01%		Atlantic Aviation		MIC Corporate		Proportionately Combined(1)		IMTT 100%		District Energy 100%
Net income (loss) attributable to MIC LLC	8,192		2,472		1,113		7,784		(21,350	)	(1,789	)	16,384		2,226
Interest expense (income), net(3)	5,267		5,695		1,033		7,381		(107	)	19,268		10,533		2,065
Provision (benefit) for income taxes	5,816		1,631		780		6,531		(11,480	)	3,278		11,631		1,560
Depreciation	8,181		1,759		843		5,837		-		16,619		16,361		1,685
Amortization of intangibles	316		206		173		8,249		-		8,943		631		345
Gain on disposal of assets	-		-		-		(1,850	)	-		(1,850	)	-		-
Base management fee settled in LLC interests	-		-		-		-		5,844		5,844		-		-
Performance fee settled in LLC interests	-		-		-		-		23,509		23,509		-		-
Other non-cash expense (income)	185		869		78		(39	)	1,709		2,802		369		156
EBITDA excluding non-cash items	27,955		12,632		4,019		33,893		(1,875	)	76,624		55,909		8,037
EBITDA excluding non-cash items	27,955		12,632		4,019		33,893		(1,875	)	76,624		55,909		8,037
Interest (expense) income, net(3)	(5,267	)	(5,695	)	(1,033	)	(7,381	)	107		(19,268	)	(10,533	)	(2,065	)
Interest rate swap breakage fees - Hawaii Gas(3)	-		(8,701	)	-		-		-		(8,701	)	-		-
Interest rate swap breakage fees - Atlantic Aviation(3)	-		-		-		(95	)	-		(95	)	-		-
Adjustments to derivative instruments recorded in interest expense, net(2)	231		4,386		(295	)	(5,567	)	-		(1,245	)	461		(589	)
Amortization of deferred finance charges(3)	403		507		89		663		-		1,661		805		177
Equipment lease receivables, net	-		-		443		-		-		443		-		885
Provision/benefit for income taxes, net of changes in deferred taxes	(2,981	)	(1,513	)	(310	)	(997	)	1,216		(4,585	)	(5,962	)	(619	)
Changes in working capital	2,691		4,822		210		1,904		(1,788	)	7,839		5,382		419
Cash provided by (used in) operating activities	23,031		6,438		3,123		22,420		(2,340	)	52,672		46,062		6,245
Changes in working capital	(2,691	)	(4,822	)	(210	)	(1,904	)	1,788		(7,839	)	(5,382	)	(419	)
Maintenance capital expenditures	(7,652	)	(2,056	)	(239	)	(2,837	)	-		(12,784	)	(15,303	)	(478	)
Free cash flow	12,689		(440	)	2,675		17,679		(552	)	32,050		25,377		5,348

_____________________
(1)	Proportionately combined free cash flow is equal to the sum of free cash flow attributable to MIC's ownership interest in each of its operating businesses and MIC Corporate.
(2)	Proportionately combined free cash flow for MIC Solar is equal to the sum of free cash flow attributable to MIC Solar's ownership interest in each of its operating projects.
(3)	Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees for 2012.

	For the Nine Months Ended September 30, 2013
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		District Energy 50.01%		Atlantic Aviation		MIC Solar(2)		MIC Corporate		Proportionately Combined(1)		IMTT 100%		District Energy 100%		MIC Solar 100%
Net income (loss) attributable to MIC LLC	33,937		16,196		1,282		26,613		2,136		(61,511	)	18,652		67,873		2,563		1,242
Interest expense (income), net(3)	8,550		5,040		1,897		20,206		1,336		(152	)	36,876		17,099		3,793		2,121
Provision (benefit) for income taxes	24,447		10,669		899		18,009		1,175		(22,409	)	32,790		48,894		1,797		1,175
Depreciation	27,328		5,573		2,511		17,983		3,193		-		56,588		54,656		5,021		5,174
Amortization of intangibles	727		935		499		23,934		-		-		26,094		1,453		997		-
Loss from customer contract termination	-		-		813		-		-		-		813		-		1,626		-
Casualty losses, net(4)	3,350		-		-		-		-		-		3,350		6,700		-		-
Loss on disposal of assets	-		-		-		106		-		-		106		-		-		-
Loss on extinguishment of debt	-		-		-		2,434		-		-		2,434		-		-		-
Base management fee settled/to be settled in LLC interests	-		-		-		-		-		23,524		23,524		-		-		-
Performance fee settled/to be settled in LLC interests	-		-		-		-		-		53,388		53,388		-		-		-
Other non-cash expense (income)	215		1,592		207		(116	)	(6,775	)	2,697		(2,181	)	429		413		(6,555	)
EBITDA excluding non-cash items	98,552		40,005		8,107		109,169		1,065		(4,463	)	252,435		197,104		16,210		3,157
EBITDA excluding non-cash items	98,552		40,005		8,107		109,169		1,065		(4,463	)	252,435		197,104		16,210		3,157
Interest (expense) income, net(3)	(8,550	)	(5,040	)	(1,897	)	(20,206	)	(1,336	)	152		(36,876	)	(17,099	)	(3,793	)	(2,121	)
Adjustments to derivative instruments recorded in interest expense, net(3)	(7,892	)	(426	)	(2,009	)	5,604		-		-		(4,723	)	(15,784	)	(4,018	)	-
Amortization of deferred finance charges(3)	995		342		266		2,011		8		-		3,622		1,990		531		8
Equipment lease receivables, net	-		-		1,407		-		-		-		1,407		-		2,814		-
Provision/benefit for income taxes, net of changes in deferred taxes	(6,924	)	(3,961	)	(403	)	(5,569	)	-		7,661		(9,195	)	(13,847	)	(805	)	-
Changes in working capital	2,018		(3,810	)	(1,190	)	1,284		(14,213	)	(7,668	)	(23,579	)	4,035		(2,379	)	(15,954	)
Cash provided by (used in) operating activities	78,200		27,110		4,281		92,293		(14,476	)	(4,318	)	183,089		156,399		8,560		(14,910	)
Changes in working capital	(2,018	)	3,810		1,190		(1,284	)	14,213		7,668		23,579		(4,035	)	2,379		15,954
Maintenance capital expenditures(5)	(30,257	)	(5,337	)	(156	)	(5,248	)	-		-		(40,998	)	(60,513	)	(312	)	-
Free cash flow	45,926		25,583		5,315		85,761		(263	)	3,350		165,671		91,851		10,627		1,044
	For the Nine Months Ended September 30, 2012
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		District Energy 50.01%		Atlantic Aviation		MIC Corporate		Proportionately Combined(1)		IMTT 100%		District Energy 100%
Net income (loss) attributable to MIC LLC	26,905		14,338		1,549		20,426		(37,806	)	25,412		53,809		3,098
Interest expense (income), net(3)	14,457		9,102		3,261		23,448		(111	)	50,157		28,914		6,521
Provision (benefit) for income taxes	18,934		9,343		1,086		15,815		(12,631	)	32,546		37,867		2,171
Depreciation	24,437		5,191		2,519		17,513		-		49,660		48,874		5,036
Amortization of intangibles	1,071		617		514		24,248		-		26,450		2,142		1,027
Gain on disposal of assets	-		-		-		(1,803	)	-		(1,803	)	-		-
Base management fee settled in LLC interests	-		-		-		-		15,599		15,599		-		-
Performance fee settled in LLC interests	-		-		-		-		23,509		23,509		-		-
Other non-cash expense (income)	324		2,671		213		(268	)	2,592		5,531		647		425
EBITDA excluding non-cash items	86,127		41,262		9,141		99,379		(8,848	)	227,060		172,253		18,278
EBITDA excluding non-cash items	86,127		41,262		9,141		99,379		(8,848	)	227,060		172,253		18,278
Interest (expense) income, net(3)	(14,457	)	(9,102	)	(3,261	)	(23,448	)	111		(50,157	)	(28,914	)	(6,521	)
Interest rate swap breakage fees - Hawaii Gas(3)	-		(8,701	)	-		-		-		(8,701	)	-		-
Interest rate swap breakage fees - Atlantic Aviation(3)	-		-		-		(595	)	-		(595	)	-		-
Adjustments to derivative instruments recorded in interest expense, net (3)	49		3,089		(729	)	(16,015	)	-		(13,606	)	98		(1,458	)
Amortization of deferred finance charges(3)	1,210		746		261		2,022		-		4,239		2,419		522
Equipment lease receivables, net	-		-		1,298		-		-		1,298		-		2,595
Provision/benefit for income taxes, net of changes in deferred taxes	(7,283	)	(5,888	)	(446	)	(1,972	)	4,513		(11,076	)	(14,565	)	(892	)
Changes in working capital	8,840		1,117		(727	)	2,549		(4,627	)	7,152		17,680		(1,453	)
Cash provided by (used in) operating activities	74,486		22,523		5,537		61,920		(8,851	)	155,614		148,971		11,071
Changes in working capital	(8,840	)	(1,117	)	727		(2,549	)	4,627		(7,152	)	(17,680	)	1,453
Maintenance capital expenditures	(15,378	)	(5,241	)	(321	)	(7,949	)	-		(28,889	)	(30,756	)	(642	)
Free cash flow	50,268		16,165		5,942		51,422		(4,224	)	119,573		100,535		11,882

_____________________
(1)	Proportionately combined free cash flow is equal to the sum of free cash flow attributable to MIC's ownership interest in each of its operating businesses and MIC Corporate.
(2)	Proportionately combined free cash flow for MIC Solar is equal to the sum of free cash flow attributable to MIC Solar's ownership interest in each of its operating projects.
(3)	Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and interest rate swap breakage fees for 2012.
(4)	Casualty losses, net, includes $2.5 million and $1.5 million related to the quarters ended December 31, 2012 and March 31, 2013, respectively, which were recorded in terminal operating costs in those periods. These amounts have been included in the nine months ended September 30, 2013.
(5)	Maintenance capital expenditures at IMTT includes a reclassification from growth capital expenditures in the quarters ended December 31, 2012 and March 31, 2013 of $1.2 million and $509,000, respectively. These amounts have been included in the nine months ended September 30, 2013.

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