10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

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

For the Quarterly Period Ended March 31, 2014

OR

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

    For the Transition Period from             to            

Commission File Number: 001-32384

 

MACQUARIE INFRASTRUCTURE COMPANY LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware	43-2052503
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

125 West 55^th Street
New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 231-1000

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report): N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x	Accelerated Filer o	Non-accelerated Filer o	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

There were 56,514,819 LLC interests without par value outstanding at April 29, 2014.

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
Quantitative and Qualitative Disclosure About Market Risk		34
Controls and Procedures		34
Consolidated Condensed Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013		35
Consolidated Condensed Statements of Operations for the Quarters Ended March 31, 2014 and 2013 (Unaudited)		36
Consolidated Condensed Statements of Comprehensive Income for the Quarters Ended March 31, 2014 and 2013 (Unaudited)		37
Consolidated Condensed Statements of Cash Flows for the Quarters ended March 31, 2014 and 2013 (Unaudited)		38
Notes to Consolidated Condensed Financial Statements (Unaudited)		40
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		56
Item 1A. Risk Factors		56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		56
Item 3. Defaults Upon Senior Securities		56
Item 4. Mine Safety Disclosures		56
Item 5. Other Information		56
Item 6. Exhibits		56

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.

i

PART I
 
FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of Macquarie Infrastructure Company LLC should be read in conjunction with the consolidated condensed financial statements and the notes to those statements included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify such forward-looking statements. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Unless required by law, we can undertake no obligation to update forward-looking statements. Readers should also carefully review the risk factors set forth in other reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”).

Except as otherwise specified, “Macquarie Infrastructure Company,” “MIC,” “we,” “us,” and “our” refer to the Company and its subsidiaries. Macquarie Infrastructure Management (USA) Inc., which we refer to as our Manager, is part of the Macquarie Group, comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide.

We own, operate and invest in a diversified group of infrastructure businesses that provide basic services to businesses and individuals primarily in the U.S. The businesses we own and operate include:

• International Matex Tank Terminals or “IMTT”: a 50% interest in a bulk liquid terminals business, which provides bulk liquid storage and handling services at ten marine terminals in the United States and two in Canada and is one of the largest participants in this industry in the U.S., based on storage capacity;

• Hawaii Gas: a full-service gas energy company processing and distributing gas products and providing related services in Hawaii;

• Atlantic Aviation: an airport services business providing products and services, including fuel and aircraft hangaring/parking, to owners and operators of general aviation aircraft at 63 airports in the U.S.; and

• Contracted Power and Energy (“CP&E”): consists of controlling interests in five contracted power generation facilities located in the southwest U.S. and a 50.01% controlling interest in a district energy business which operates one of the largest district cooling systems in the U.S.

Our infrastructure businesses generally operate in sectors with limited direct competition and significant barriers to entry, including high initial development and construction costs, the existence of long-term contracts or the requirement to obtain government approvals and a lack of immediate cost-efficient alternatives to the services provided. Overall they tend to generate sustainable long-term cash flows.

Overview

In analyzing the financial condition and results of operations of our businesses, we focus primarily on cash generation, and our ability to distribute cash to shareholders in particular. The ability of our businesses to generate cash, broadly, is tied to their ability to effectively manage the volume of products sold or services provided and the margin earned on those transactions. Offsetting these are required payments on debt facilities, taxes and capital expenditures necessary to maintain the productivity of the fixed assets of the businesses, among others.

At IMTT, we focus on the generation of terminal revenue and on making appropriate expenditures in maintaining fixed assets of the business. IMTT seeks to attract third party storage from customers who place a premium on ease of access, and operational flexibility. The substantial majority of IMTT’s revenue is generated pursuant to contracts with an average duration of approximately four years.

1

At Hawaii Gas, we look to grow the number of customers served, the volume of gas sold and in the case of the non-utility portion of the business, the margins achieved on gas sales. Hawaii Gas has an active marketing program that seeks to develop new customers throughout Hawaii.

At Atlantic Aviation, our focus is on attracting and maintaining relationships with general aviation aircraft owners and pilots and encouraging them to use our fixed base operations (FBO). Atlantic Aviation’s revenue is a function of the number of general aviation flight movements in the U.S. and the business’ ability to service a portion of the aircraft involved in those operations.

Within CP&E, we are focused on deploying capital effectively in the growth of the businesses within the segment, in particular our contracted power generation businesses. CP&E generates revenue pursuant to long-dated contracts.

Dividends

Since January 1, 2013, MIC has paid or declared the following dividends:

Declared	Period Covered		$ per LLC Interest		Record Date		Payable Date
April 28, 2014		First quarter 2014	$	0.9375		May 12, 2014		May 15, 2014
February 18, 2014		Fourth quarter 2013	$	0.9125		March 3, 2014		March 6, 2014
October 25, 2013		Third quarter 2013	$	0.875		November 11, 2013		November 14, 2013
July 29, 2013		Second quarter 2013	$	0.875		August 12, 2013		August 15, 2013
April 26, 2013		First quarter 2013	$	0.6875		May 13, 2013		May 16, 2013

Our Board has previously expressed its intent to distribute a significant portion of the Free Cash Flow generated by our proportionately owned businesses in the form of a quarterly cash dividend to our shareholders. Free Cash Flow includes cash generated by our businesses after cash payment for interest, taxes, maintenance capital expenditures and excludes changes in working capital. The payment of a quarterly cash dividend of $0.9375 per share for the quarter ended March 31, 2014 is being paid out of Free Cash Flow generated by certain of our operating entities. Each of IMTT, Atlantic Aviation, Hawaii Gas and the solar power generation businesses in our CP&E segment can distribute cash to MIC. Cash generated by our district energy business within CP&E is being used to reduce debt principal of that business.

In determining whether to adjust the amount of our quarterly dividend, our Board will take into account such matters as the state of the capital markets and general business conditions, the Company’s financial condition, results of operations, capital requirements, capital opportunities and any contractual, legal and regulatory restrictions on the payment of dividends by the Company to its shareholders or by its subsidiaries to the Company, and any other factors that it deems relevant. In particular, each of the Company’s businesses and investments has debt commitments and restrictive covenants, which must be satisfied before any of them can make distributions to the Company. Any or all of these factors could affect both the timing and amount, if any, of future dividends.

We view MIC as a total return investment opportunity. Consistent with that view, we believe that our businesses are capable of generating growing amounts of Free Cash Flow over time and that we will distribute cash equal to approximately 80% to 85% of the Free Cash Flow (in proportion to our equity interest) generated, subject to their continued stable performance and prevailing economic conditions. In particular, we believe that the growth characteristics of our businesses will cause our distributable cash flow per share to grow at a high single-digit rate annually over the medium term. See “Results of Operations — Consolidated: Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow” and “Summary of Our Proportionately Combined Results” for further discussions on Free Cash Flow and our proportionately combined financial measures in Part I of this Form 10-Q.

2

Atlantic Aviation — Acquisitions

On April 30, 2014, Atlantic Aviation completed the acquisition of the assets and liabilities of Galaxy Aviation and Boca Aviation (collectively the “Galaxy Acquisitions”). The Galaxy Acquisitions included substantially all of the assets of six FBOs and one new hangar that is currently under construction at one of the six airports at which the FBOs operate. The aggregate purchase price of $230.0 million was funded using cash that had previously been raised or generated and debt facilities that had previously been arranged.

Results of Operations

Consolidated

Key Factors Affecting Operating Results:

• an increase in gross profit at IMTT and CP&E;

• improved gross profit offset by higher cash interest expense, higher weather and acquisition related costs at Atlantic Aviation; and

• no performance fee incurred during the first quarter of 2014 compared with the first quarter of 2013; partially offset by

• decrease in contribution margin at Hawaii Gas.

3

Results of Operations: Consolidated – (continued)

Our consolidated results of operations are as follows:

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013			$			%
	($ In Thousands) (Unaudited)
Revenue
Revenue from product sales	$	183,801		$	174,115			9,686			5.6
Revenue from product sales – utility		35,145			36,921			(1,776	)		(4.8	)
Service revenue		56,502			52,115			4,387			8.4
Financing and equipment lease income		747			1,055			(308	)		(29.2	)
Total revenue		276,195			264,206			11,989			4.5
Costs and expenses
Cost of product sales		122,917			116,993			(5,924	)		(5.1	)
Cost of product sales – utility		29,380			31,489			2,109			6.7
Cost of services		10,896			10,934			38			0.3
Gross profit		113,002			104,790			8,212			7.8
Selling, general and administrative		55,464			49,209			(6,255	)		(12.7	)
Fees to manager – related party		8,994			29,177			20,183			69.2
Depreciation		12,154			9,255			(2,899	)		(31.3	)
Amortization of intangibles		8,765			8,628			(137	)		(1.6	)
Loss on disposal of assets		—			173			173			100.0
Total operating expenses		85,377			96,442			11,065			11.5
Operating income		27,625			8,348			19,277			NM
Other income (expense)
Interest income		64			94			(30	)		(31.9	)
Interest expense(1)		(14,011	)		(7,686	)		(6,325	)		(82.3	)
Equity in earnings and amortization charges of investee		14,287			10,462			3,825			36.6
Other income (expense), net		681			(2	)		683			NM
Net income before income taxes		28,646			11,216			17,430			155.4
Provision for income taxes		(8,486	)		(4,502	)		(3,984	)		(88.5	)
Net income	$	20,160		$	6,714			13,446			NM
Less: net (loss) income attributable to noncontrolling interests		(206	)		843			1,049			124.4
Net income attributable to MIC LLC	$	20,366		$	5,871			14,495			NM

NM — Not meaningful

(1) Interest expense includes losses on derivative instruments of $5.3 million and $1.1 million for the quarters ended March 31, 2014 and 2013, respectively.

Gross Profit

Consolidated gross profit increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 reflecting improved results at Atlantic Aviation and increased contribution from CP&E. This was partially offset by a decrease in contribution margin at Hawaii Gas, primarily in the non-utility business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily as a result of an increase in legal and transaction costs related to acquisition activity at Atlantic Aviation. In addition, there were increases in selling, general and administrative expenses at both Hawaii Gas and CP&E.

4

Results of Operations: Consolidated – (continued)

Fees to Manager

Our Manager is entitled to a base management fee based primarily on our market capitalization, and potentially a performance fee, based on the performance of our stock relative to a U.S. utilities index. For the quarters ended March 31, 2014 and 2013, we incurred base management fees of $9.0 million and $7.1 million, respectively. In addition, for the quarter ended March 31, 2013, we incurred performance fees of $22.0 million. For the quarter ended March 31, 2014, our Manager did not earn a performance fee. In all of these periods, our Manager elected to reinvest these fees in additional LLC interests.

The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in due to manager-related party in the consolidated condensed balance sheets. The following table shows our Manager’s election to reinvest its base management fees and performance fees, if any, in additional LLC interests:

Period	Base Management Fee Amount ($ in thousands)		Performance Fee Amount ($ in thousands)		LLC Interests Issued
2014 Activities:
First quarter 2014	$	8,994	$	—		164,546	(1)
2013 Activities:
Fourth quarter 2013	$	8,455	$	—		155,943
Third quarter 2013		8,336		6,906		278,480
Second quarter 2013		8,053		24,440		603,936
First quarter 2013		7,135		22,042		522,638

(1) The Manager elected to reinvest the first quarter of 2014 base management fees in LLC interests. The Company issued 164,546 LLC interests, of which 55,545 LLC interests were issued in April of 2014 for the March of 2014 base management fees.

Depreciation

Depreciation expense increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily as a result of the depreciation associated with solar power generation projects that became operational during 2013. Depreciation expense was also higher at Atlantic Aviation due to 2013 growth capital expenditures for supply chain logistics and an acquisition.

Interest Expense and Loss on Derivative Instruments

Interest expense includes losses on derivative instruments of $5.3 million and $1.1 million for the quarters ended March 31, 2014 and 2013, respectively. Losses on derivatives recorded in interest expense are attributable to the change in fair value of interest rate instruments and include the reclassification of amounts from accumulated other comprehensive loss into earnings. Excluding the derivative adjustments, interest expense increased primarily due to a higher interest rate on Atlantic Aviation’s term loan that was refinanced during the second quarter of 2013, partially offset by lower debt balance.

Equity in Earnings and Amortization Charges of Investee

The increase in equity in earnings for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 reflects our share of the improved operating results from IMTT in the current period, primarily due to increase in gross profit, partially offset by a higher tax provision.

5

Results of Operations: Consolidated – (continued)

Income Taxes

We file a consolidated federal income tax return that includes the taxable income of Hawaii Gas, Atlantic Aviation and our allocated share of the taxable income from our solar investments, which are treated as partnerships for tax purposes. IMTT and our district energy business file separate federal income tax returns. Pursuant to tax sharing agreements, the individual businesses included in our consolidated federal income tax return pay MIC an amount equal to the federal income taxes each would have paid on a standalone basis as if they were not part of the MIC consolidated federal income tax return. Distributions from IMTT may be characterized as return on capital or as a dividend.

For 2014, we expect any federal income tax to be fully offset by our net operating loss, or NOL, carryforwards. At December 31, 2013, our federal NOL balance was $198.6 million, which is available to offset future taxable income, if any, through 2033. This balance excludes the NOL carryforwards of our district energy business of $2.9 million at December 31, 2013 (see CP&E — Income Taxes below).

As a result of having federal NOL carryforwards, we do not expect to make regular federal tax payments until 2016. However, we expect to pay an Alternative Minimum Tax of approximately $1.8 million for 2014. We expect that the Alternative Minimum Tax paid for 2014 will be available as a credit against regular federal income taxes in the future.

In addition, we expect our federal and state income taxes, excluding our district energy business, to be approximately 28.5% of net income before taxes, of which $7.0 million relates to state and local income taxes. The difference between our effective tax rate and the U.S. federal statutory rate of 35% is primarily attributable to state and local income taxes and adjustments for our less than 80% owned businesses.

We expect our district energy business to record federal and state income taxes of approximately $1.5 million, of which $344,000 relates to state and local income taxes. For 2014, our district energy business expects to pay regular federal and state income taxes of approximately $2.2 million and $959,000, respectively, and expects to utilize approximately $2.9 million of federal NOLs to offset a portion of its federal taxable income.

In calculating our consolidated state income tax provision, we have provided a valuation allowance for certain state income tax NOL carryforwards, the utilization of which is not assured beyond a reasonable doubt. In addition, we expect to incur certain expenses that will not be deductible in determining state taxable income. Accordingly, these expenses have also been excluded in determining our state income tax expense.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items and Free Cash Flow

We have disclosed EBITDA excluding non-cash items for our Company and each of our operating segments in Note 10, “Reportable Segments”, in our consolidated condensed financial statements, as a key performance metric relied on by management in evaluating our performance. EBITDA excluding non-cash items is defined as earnings before interest, taxes, depreciation and amortization and non-cash items, which includes impairments, derivative gains and losses and adjustments for other non-cash items reflected in the statements of operations. We believe EBITDA excluding non-cash items provides additional insight into the performance of our operating businesses relative to each other and to similar businesses without regard to their capital structure, and to their ability to service or reduce debt, fund capital expenditures and/or support distributions to the holding company.

We also disclose Free Cash Flow, as defined by us, as a means of assessing the amount of cash generated by our businesses and supplementing other information provided in accordance with GAAP. We define Free Cash Flow as cash from operating activities, which includes cash paid for interest and taxes, less maintenance capital expenditures and excludes changes in working capital.

We believe that reporting Free Cash Flow will provide our investors with additional insight into our future ability to deploy cash, as GAAP metrics such as net income and cash from operating activities do not reflect all of the items that our management considers in estimating the amount of cash generated by our operating entities. In this Quarterly Report on Form 10-Q, we have disclosed Free Cash Flow for our consolidated results and for each of our operating segments.

6

Results of Operations: Consolidated – (continued)

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

A reconciliation of net income attributable to MIC LLC to EBITDA excluding non-cash items and EBITDA excluding non-cash items to Free Cash Flow, on a consolidated basis, is provided below.

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013			$		%
	($ In Thousands) (Unaudited)
Net income attributable to MIC LLC(1)	$	20,366		$	5,871
Interest expense, net(2)		13,947			7,592
Provision for income taxes		8,486			4,502
Depreciation(3)		12,154			9,255
Depreciation – cost of services(3)		1,704			1,698
Amortization of intangibles(4)		8,765			8,628
Loss on disposal of assets		—			106
Equity in earnings and amortization charges of investee		(14,287	)		(10,462	)
Equity distributions from investee(5)		8,127			—
Base management fees to be settled/settled in LLC interests		8,994			7,135
Performance fees settled in LLC interests		—			22,042
Other non-cash expense (income), net		536			(1,006	)
EBITDA excluding non-cash items	$	68,792		$	55,361			13,431		24.3
EBITDA excluding non-cash items	$	68,792		$	55,361
Interest expense, net(2)		(13,947	)		(7,592	)
Adjustments to derivative instruments recorded in interest expense(2)		1,094			(1,339	)
Amortization of debt financing costs(2)		1,041			947
Equipment lease receivables, net		996			967
Provision for income taxes, net of changes in deferred taxes		(2,047	)		(1,432	)
Pension contribution(6)		(310	)		—
Changes in working capital		3,458			(13,243	)
Cash provided by operating activities		59,077			33,669
Changes in working capital		(3,458	)		13,243
Maintenance capital expenditures		(2,825	)		(2,617	)
Free cash flow	$	52,794		$	44,295			8,499		19.2

(1) Net income attributable to MIC LLC excludes net loss attributable to noncontrolling interests of $206,000 for the quarter ended March 31, 2014 and net income attributable to noncontrolling interests of $843,000 for the quarter ended March 31, 2013.

(2) Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

7

Results of Operations: Consolidated – (continued)

(3) Depreciation – cost of services includes depreciation expense for our district energy business, a component of Contracted Power and Energy segment, 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 for each of the quarters ended March 31, 2014 and 2013 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 for each of the quarters ended March 31, 2014 and 2013 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 distributions from investee in the above table includes distributions we received only up to our share of the earnings recorded in the calculation for EBITDA excluding non-cash items.

(6) Pension contribution of $450,000 for the quarter ended March 31, 2013 was reported in changes in working capital for this period.

Reconciliation from Consolidated Free Cash Flow to Proportionately Combined Free Cash Flow

The following table is a reconciliation from Free Cash Flow on a consolidated basis to Free Cash Flow on a proportionately combined basis. See “Results of Operations — Consolidated” above for a reconciliation of Free Cash Flow — Consolidated basis to cash provided by operating activities, the most comparable GAAP measure. See “Results of Operations” below for each of our segments for a reconciliation of Free Cash Flow for each segment to cash provided by operating activities for such segment. See “Results of Operations — Summary of Our Proportionately Combined Results” for further discussions on Free Cash Flow and our proportionately combined financial measures in Part I of this Form 10-Q.

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013			$		%
	($ In Thousands) (Unaudited)
Free Cash Flow- Consolidated basis	$	52,794		$	44,295			8,499		19.2
Equity distributions from investee(1)		(8,127	)		—
100% of CP&E Free Cash Flow included in consolidated Free Cash Flow		(2,775	)		(2,728	)
MIC’s share of IMTT Free Cash Flow		21,416			17,200
MIC’s share of CP&E Free Cash Flow		1,612			1,315
Free Cash Flow- Proportionately Combined basis	$	64,920		$	60,082			4,838		8.1

(1) The distribution for the fourth quarter of 2013 from IMTT was received in the first quarter of 2014, as customary. Conversely, the distribution for the fourth quarter of 2012 from IMTT was received in the same period.

8

Results of Operations: IMTT

We account for our 50% interest in IMTT using the equity method. To enable meaningful analysis of IMTT’s performance across periods, IMTT’s overall performance is discussed below, rather than IMTT’s contribution to our consolidated results.

Key Factors Affecting Operating Results:

• terminal gross profit increased principally due to:

• a weather related increase in heating gross profit;

• an increase in revenue from firm commitments;

• an increase in revenue from ancillary services; and

• lower repairs and maintenance costs; and

• higher environmental response gross profit.

9

Results of Operations: IMTT – (continued)

	Quarter Ended March 31,
	2014			2013			Change Favorable/(Unfavorable)
	$			$			$			%
	($ In Thousands) (Unaudited)
Revenue
Terminal revenue		133,690			121,332			12,358			10.2
Environmental response revenue		14,388			10,153			4,235			41.7
Total revenue		148,078			131,485			16,593			12.6
Costs and expenses
Terminal operating costs		51,847			50,304			(1,543	)		(3.1	)
Environmental response operating costs		11,240			7,887			(3,353	)		(42.5	)
Total operating costs		63,087			58,191			(4,896	)		(8.4	)
Terminal gross profit		81,843			71,028			10,815			15.2
Environmental response gross profit		3,148			2,266			882			38.9
Gross profit		84,991			73,294			11,697			16.0
General and administrative expenses		7,866			8,482			616			7.3
Depreciation and amortization		18,274			18,422			148			0.8
Operating income		58,851			46,390			12,461			26.9
Interest expense, net(1)		(7,133	)		(6,606	)		(527	)		(8.0	)
Other income		494			742			(248	)		(33.4	)
Provision for income taxes		(21,102	)		(17,121	)		(3,981	)		(23.3	)
Noncontrolling interest		(129	)		(75	)		(54	)		(72.0	)
Net income		30,981			23,330			7,651			32.8
Reconciliation of net income to EBITDA excluding non-cash items and cash provided by operating activities to Free Cash Flow:
Net income		30,981			23,330
Interest expense, net(1)		7,133			6,606
Provision for income taxes		21,102			17,121
Depreciation and amortization		18,274			18,422
Other non-cash expenses(2)		1,983			75
EBITDA excluding non-cash items		79,473			65,554			13,919			21.2
EBITDA excluding non-cash items		79,473			65,554
Interest expense, net(1)		(7,133	)		(6,606	)
Adjustments to derivative instruments recorded in interest expense(1)		(4,136	)		(4,409	)
Amortization of debt financing costs(1)		844			666
Provision for income taxes, net of changes in deferred taxes		(15,109	)		(1,685	)
Changes in working capital		5,248			(17,387	)
Cash provided by operating activities		59,187			36,133
Changes in working capital		(5,248	)		17,387
Maintenance capital expenditures(3)		(11,107	)		(19,121	)
Free cash flow		42,832			34,399			8,433			24.5

(1) Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

10

Results of Operations: IMTT – (continued)

(2) IMTT management’s calculation of IMTT’s EBITDA includes various non-cash items, unlike MIC’s other businesses. In order to ensure IMTT’s EBITDA excluding non-cash items does in fact excludes non-cash items, and to promote consistency across its reporting segments, MIC has excluded known non-cash items when calculating IMTT’s EBITDA excluding non-cash items including primarily the non-cash pension expense of $1.8 million for the quarter ended March 31, 2014. The non-cash pension expense of $2.8 million was reported in changes in working capital for the quarter ended March 31, 2013.

(3) Maintenance capital expenditures includes a reclassification from growth capital expenditures during the quarter ended March 31, 2013 of $509,000. 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.

Revenue and Gross Profit

Terminal revenues increased 10.2% or $12.4 million during the quarter ended March 31, 2014 as compared with the quarter ended March 31, 2013. The increase was primarily attributable to higher revenues from heating, firm commitments and ancillary services. IMTT’s contracts typically contain a fixed monthly charge for access to or use of IMTT’s infrastructure, which escalates with inflation similar to an availability payment. Together with storage charges, we refer to these payments as firm commitments.

The increase in ancillary services and heating revenues was primarily due to higher activity levels resulting from the cold weather as well as spikes in natural gas prices, which were passed through to customers. Firm commitments increased primarily due to an increase in rates. As expected, capacity utilization was flat at 92.7% due to the continued scheduled cleaning and inspection of large tanks.

Terminal operating costs were higher for the quarter ended March 31, 2014 as compared with the quarter ended March 31, 2013, primarily due to increased product heating costs which are typically passed through to customers, partially offset by lower repairs and maintenance costs due to Hurricane Sandy related costs incurred during the quarter ended March 31, 2013.

Gross profit from environmental response services increased due to a higher level of spill response activity, predominantly related to one large incident in the Houston Ship Channel, during the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013.

General and Administrative Expense

General and administrative expenses decreased for the quarter ended March 31, 2014 as compared with the quarter ended March 31, 2013 primarily due to lower legal costs.

Interest Expense, Net

Interest expense includes losses on derivative instruments of $378,000 and gains on derivative instruments of $31,000 for the quarters ended March 31, 2014 and 2013, respectively. Excluding the derivative adjustments, interest expense remained flat. Cash interest paid totaled $10.2 million and $8.8 million for the quarters ended March 31, 2014 and 2013, respectively. The increase in cash interest paid during the quarter ended March 31, 2014 was due to timing of the payments.

11

Results of Operations: IMTT – (continued)

Income Taxes

IMTT files a consolidated federal income tax return and state income tax returns in the states in which it operates.

For the year ending December 31, 2014, IMTT expects to pay $37.5 million of federal income taxes and $9.0 million of state income taxes. IMTT’s actual federal tax liability could be higher or lower depending on the cost and timing of the capital assets placed in service during the year or tax legislation. The “Provision for income taxes, net of changes in deferred taxes” of $15.1 million for the quarter ended March 31, 2014 in the table above, includes $12.2 million of federal income taxes and $2.9 million of state income taxes. The increase in current income taxes payable is due to utilization of available NOLs in prior periods and higher taxable income.

For the full year 2013, IMTT recorded $48.8 million of federal income tax expense and $12.3 million of state income tax expense. This includes $13.8 million and $4.7 million of current federal and state income taxes, respectively. The federal income tax expense exceeded the cash taxes primarily due to the benefit of accelerated tax depreciation.

Hawaii Gas

Management believes that the presentation and analysis of contribution margin, a non-GAAP performance measure, is meaningful to understanding the business’ performance under both a utility rate structure and a non-utility unregulated pricing structure. Regulation of the utility portion of Hawaii Gas’s operations provides for the pass through of increases or decreases in feedstock costs to customers. Changes in the cost of Liquefied Petroleum Gas, or LPG, distributed to non-utility customers can be recovered in pricing, subject to competitive conditions.

Contribution margin should not be considered an alternative to revenue, gross profit, operating income, or net income, as determined in accordance with U.S. GAAP. A reconciliation of contribution margin to gross profit is presented in the below table. The business calculates contribution margin as revenue less direct costs of revenue other than production and transmission and distribution costs. Other companies may calculate contribution margin differently or may use different metrics and, therefore, the contribution margin presented for Hawaii Gas is not necessarily comparable with metrics of other companies.

Key Factors Affecting Operating Results:

• a decrease in non-utility contribution margin per term; partially offset by

• a decrease in operating costs.

12

Results of Operations: Hawaii Gas – (continued)

	Quarter Ended March 31,
	2014			2013			Change Favorable/(Unfavorable)
	$			$			$			%
	($ In Thousands) (Unaudited)
Contribution margin
Revenue – non-utility		34,206			32,085			2,121			6.6
Cost of revenue – non-utility		16,963			13,354			(3,609	)		(27.0	)
Contribution margin – non-utility		17,243			18,731			(1,488	)		(7.9	)
Revenue – utility		35,145			36,921			(1,776	)		(4.8	)
Cost of revenue – utility		25,229			26,654			1,425			5.3
Contribution margin – utility		9,916			10,267			(351	)		(3.4	)
Total contribution margin		27,159			28,998			(1,839	)		(6.3	)
Production		2,384			2,715			331			12.2
Transmission and distribution		4,803			5,866			1,063			18.1
Gross profit		19,972			20,417			(445	)		(2.2	)
Selling, general and administrative expenses		5,623			5,332			(291	)		(5.5	)
Depreciation and amortization		2,258			2,158			(100	)		(4.6	)
Operating income		12,091			12,927			(836	)		(6.5	)
Interest expense, net(1)		(1,787	)		(1,705	)		(82	)		(4.8	)
Other expense		(82	)		(32	)		(50	)		(156.3	)
Provision for income taxes		(4,027	)		(4,483	)		456			10.2
Net income(2)		6,195			6,707			(512	)		(7.6	)
Reconciliation of net income to EBITDA excluding non-cash items and cash provided by operating activities to Free Cash Flow:
Net income(2)		6,195			6,707
Interest expense, net(1)		1,787			1,705
Provision for income taxes		4,027			4,483
Depreciation and amortization		2,258			2,158
Other non-cash expenses		724			662
EBITDA excluding non-cash items		14,991			15,715			(724	)		(4.6	)
EBITDA excluding non-cash items		14,991			15,715
Interest expense, net(1)		(1,787	)		(1,705	)
Adjustments to derivative instruments recorded in interest expense(1)		(7	)		(78	)
Amortization of debt financing costs(1)		118			106
Provision for income taxes, net of changes in deferred taxes		(2,711	)		(3,092	)
Pension contribution(3)		(310	)		—
Changes in working capital		(5,488	)		(10,567	)
Cash provided by operating activities		4,806			379
Changes in working capital		5,488			10,567
Maintenance capital expenditures		(1,658	)		(1,006	)
Free cash flow		8,636			9,940			(1,304	)		(13.1	)

(1) Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

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

(3) Pension contribution of $450,000 for the quarter ended March 31, 2013 was reported in changes in working capital for this period.

13

Results of Operations: Hawaii Gas – (continued)

Contribution Margin and Operating Income

Non-utility volume decreased by 1.3% for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013, driven by a reduction in average customer inventory resulting from lower than anticipated local refinery production. Non-utility contribution margin decreased during the quarter ended March 31, 2014 as the result of higher propane costs, offset partially by selected pricing increases implemented mid-way through the first quarter of 2014. The volume of gas sold by the utility business decreased by 2.4% for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 as a result of reduced demand from certain large commercial customers.

Hawaii Gas purchased approximately 70% of its LPG from off-island sources in the first quarter of 2014, compared with 63% in the fourth quarter of 2013, due to instability in the operations at the local refineries. To the extent this instability persists, it may continue to impact the sourcing of Hawaii Gas’s LPG supplies. As a result, Hawaii Gas continues to strengthen its relationships with off-island suppliers and to evaluate investing in additional local storage facilities.

The timing of off-island purchases in the first quarter of 2014 also coincided with a peak in the benchmark LPG price index (the “Mont Belvieu index”). The average price per gallon of LPG during the quarter rose by over 50% versus the prior comparable period, primarily as a result of the severe winter weather throughout the mainland and the resulting increased demand. The business is pursuing several initiatives to mitigate future volatility in supply prices including expanding storage and providing for greater flexibility in its supply contracts.

Production, transmission and distribution and selling, general and administrative expenses comprise primarily labor related expenses and professional fees. Collectively, these costs were lower for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 due to lower welfare and benefit costs.

On March 6, 2014, Hawaii Gas received approval from the Hawaii Public Utilities Commission (“HPUC”) to land containerized liquefied natural gas (“LNG”) in Hawaii as a back-up fuel for its synthetic natural gas distribution system on Oahu. Hawaii Gas is currently the only company with regulatory approval to land and utilize LNG in Hawaii. On April 2, 2014 Hawaii Gas received its first shipment of LNG which was subsequently re-gasified and injected into the utility pipeline network. Hawaii Gas continues to pursue both a small-scale containerized LNG delivery program and a large-scale bulk storage and distribution program to supply multiple end markets throughout the state including utility power generation, ground and marine transportation.

Interest Expense, Net

Interest expense includes losses on derivative instruments of $588,000 and $529,000 for the quarters ended March 31, 2014 and 2013, respectively. Excluding the derivative adjustments, interest expense remained flat during the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013. Cash interest paid totaled $2.8 million and $2.7 million for the quarters ended March 31, 2014 and 2013, respectively.

Income Taxes

Income from Hawaii Gas is included in our consolidated federal income tax return, and is subject to Hawaii state income taxes. The tax expense in the table above includes both state taxes and the portion of the consolidated federal tax liability attributable to the business. For the year ended December 31, 2014, the business expects to pay state income taxes of approximately $1.4 million. The “Provision for income taxes, net of changes in deferred taxes” of $2.7 million for the quarter ended March 31, 2014 in the above table, includes $2.3 million of federal income taxes payable to MIC and $391,000 of state income taxes. Any current federal income tax liability is expected to be offset in consolidation by the application of NOLs.

14

Results of Operations: Atlantic Aviation

Key Factors Affecting Operating Results:

• higher fuel gross profit primarily due to higher margin per gallon and higher gallons sold; and

• higher rental and de-icing revenue; partially offset by

• higher cash interest expense driven by higher average cost of debt partially offset by reduced debt levels; and

• higher selling, general and administrative expenses due to weather and acquisition related expenses.

15

Results of Operations: Atlantic Aviation – (continued)

	Quarter Ended March 31,
	2014			2013			Change Favorable/(Unfavorable)
	$			$			$			%
	($ In Thousands) (Unaudited)
Revenue
Fuel revenue		145,937			140,344			5,593			4.0
Non-fuel revenue		48,024			43,796			4,228			9.7
Total revenue		193,961			184,140			9,821			5.3
Cost of revenue
Cost of revenue – fuel		102,058			99,785			(2,273	)		(2.3	)
Cost of revenue – non-fuel		4,694			4,721			27			0.6
Total cost of revenue		106,752			104,506			(2,246	)		(2.1	)
Fuel gross profit		43,879			40,559			3,320			8.2
Non-fuel gross profit		43,330			39,075			4,255			10.9
Gross profit		87,209			79,634			7,575			9.5
Selling, general and administrative expenses		47,243			43,477			(3,766	)		(8.7	)
Depreciation and amortization		14,933			13,871			(1,062	)		(7.7	)
Loss on disposal of assets		—			173			173			100.0
Operating income		25,033			22,113			2,920			13.2
Interest expense, net(1)		(9,565	)		(4,099	)		(5,466	)		(133.3	)
Other income (expense)		2			(4	)		6			150.0
Provision for income taxes		(4,915	)		(7,398	)		2,483			33.6
Net income(2)		10,555			10,612			(57	)		(0.5	)
Reconciliation of net income to EBITDA excluding non-cash items and cash provided by operating activities to Free Cash Flow:
Net income(2)		10,555			10,612
Interest expense, net(1)		9,565			4,099
Provision for income taxes		4,915			7,398
Depreciation and amortization		14,933			13,871
Loss on disposal of assets		—			106
Other non-cash expense (income)		68			(68	)
EBITDA excluding non-cash items		40,036			36,018			4,018			11.2
EBITDA excluding non-cash items		40,036			36,018
Interest expense, net(1)		(9,565	)		(4,099	)
Adjustments to derivative instruments recorded in interest expense(1)		2,626			25
Amortization of debt financing costs(1)		731			661
Provision for income taxes, net of changes in deferred taxes		(1,244	)		(4,048	)
Changes in working capital		(971	)		3,158
Cash provided by operating activities		31,613			31,715
Changes in working capital		971			(3,158	)
Maintenance capital expenditures		(817	)		(1,465	)
Free cash flow		31,767			27,092			4,675			17.3

(1) Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

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

16

Results of Operations: Atlantic Aviation – (continued)

Revenue and Gross Profit

The majority of the revenue and gross profit earned by Atlantic Aviation is generated through fueling GA aircraft at facilities located at 63 U.S. airports at which Atlantic Aviation operates. Revenue is categorized according to who owns the fuel used to service these aircraft. If Atlantic Aviation owns the fuel, it records the cost to purchase that fuel as cost of revenue-fuel. The business’ corresponding fuel revenue is its cost to purchase that fuel plus a margin. The business generally pursues a strategy of maintaining, and where appropriate increasing, dollar-based margins. Generally, fluctuations in the cost of fuel are passed through to the customer.

Atlantic Aviation also has into-plane arrangements whereby it fuels aircraft with fuel owned by another party. It collects a fee for this service that is recorded as non-fuel revenue. Non-fuel revenue also includes various services such as hangar rentals, de-icing, landing fees, tie-down fees and miscellaneous services.

The business’ fuel-related revenue and gross profit are driven by the volume of fuel sold and the dollar-based margin/fee per gallon on those sales. This applies to revenue and gross profit generated through both fuel and into-plane sales. Purchases of fuel by individual customers may be from Atlantic Aviation directly, another party or both in a given period.

The increase in total gross profit for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 was the result of increased fuel gross profit along with increased rental revenue and de-icing gross profit. On a same store basis, total gross profit increased by 8.6%, volume of GA fuel sold increased by 3.8% and GA average fuel margin increased by 2.7% for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013.

Atlantic Aviation seeks to extend FBO leases prior to their maturity and to increase the portfolio’s weighted average lease life. The weighted average lease life increased from 18.8 years at March 31, 2013 to 19.2 years at March 31, 2014, notwithstanding the passage of one year. Including the locations related to the previously announced acquisitions, the weighted average lease life would be 19.7 years.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily due to transaction and legal costs primarily associated with previously announced acquisitions.

On a same store basis, costs were 6.2% higher for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily due to weather related costs associated with the colder than normal temperatures in the Northeast U.S. Excluding the weather related costs in both periods, costs increased by 4.1%, mainly due to higher rent and incentives.

Interest Expense, Net

Interest expense includes losses on derivative instruments of $4.5 million and $26,000 for the quarters ended March 31, 2014 and 2013, respectively. Excluding the derivative adjustments, interest expense increased due to the lower cost of debt in the prior comparable period, as the principal was unhedged, partially offset by lower debt levels in the current period. In 2014, the business anticipates cash interest to be approximately $29.0 million. The weighted average interest rate of all outstanding debt facilities, including any interest rate swaps, was 4.67% and 1.95% for the quarters ended March 31, 2014 and 2013, respectively. Cash interest paid was $6.2 million and $3.3 million for the quarters ended March 31, 2014 and 2013, respectively.

Income Taxes

Income generated by Atlantic Aviation is included in our consolidated federal income tax return. The business files state income tax returns in the states in which it operates. The tax expense in the table above includes both state taxes and the portion of the consolidated federal tax liability attributable to the business.

17

Results of Operations: Atlantic Aviation – (continued)

During the quarter ended March 31, 2014, Atlantic Aviation completed a tax planning initiative which is expected to reduce state taxes by approximately $2.0 million over the next several years. For 2014, the business expects to pay state income taxes of approximately $4.2 million. The “Provision for income taxes, net of changes in deferred taxes” of $1.2 million for the quarter ended March 31, 2014 in the above table, includes $329,000 of federal income taxes payable to MIC and $915,000 of state income taxes.

Contracted Power and Energy

Key Factors Affecting Operating Results:

• revenue generated by the incremental increase in generating capacity; partially offset by

• legal and professional expenses.

18

Results of Operations: Contracted Power and Energy – (continued)

	Quarter Ended March 31,
	2014			2013			Change Favorable/(Unfavorable)
	$			$			$			%
	($ In Thousands) (Unaudited)
Product sales		3,658			1,686			1,972			117.0
Service revenue		8,478			8,319			159			1.9
Finance lease revenue		747			1,055			(308	)		(29.2	)
Total revenue		12,883			11,060			1,823			16.5
Cost of revenue – product		860			108			(752	)		NM
Cost of revenue – service(1)		6,202			6,213			11			0.2
Cost of revenue – total		7,062			6,321			(741	)		(11.7	)
Gross profit		5,821			4,739			1,082			22.8
Selling, general and administrative expenses		1,552			1,225			(327	)		(26.7	)
Depreciation		3,406			1,517			(1,889	)		(124.5	)
Amortization of intangibles		322			337			15			4.5
Operating income		541			1,660			(1,119	)		(67.4	)
Interest expense, net(2)		(2,645	)		(1,877	)		(768	)		(40.9	)
Other income, net		761			2,490			(1,729	)		(69.4	)
Provision for income taxes		(599	)		(1,963	)		1,364			69.5
Noncontrolling interest		527			(428	)		955			NM
Net loss		(1,415	)		(118	)		(1,297	)		NM
Reconciliation of net loss to EBITDA excluding non-cash items and cash provided by operating activities to Free Cash Flow:
Net loss		(1,415	)		(118	)
Interest expense, net(2)		2,645			1,877
Provision for income taxes		599			1,963
Depreciation(1)		5,110			3,215
Amortization of intangibles		322			337
Other non-cash income		(765	)		(2,181	)
EBITDA excluding non-cash items		6,496			5,093			1,403			27.5
EBITDA excluding non-cash items		6,496			5,093
Interest expense, net(2)		(2,645	)		(1,877	)
Adjustments to derivative instruments recorded in interest expense(2)		(1,525	)		(1,286	)
Amortization of debt financing costs(2)		192			180
Equipment lease receivable, net		996			967
Provision for income taxes, net of changes in deferred taxes		(389	)		(203	)
Changes in working capital		12,423			874
Cash provided by operating activities		15,548			3,748
Changes in working capital		(12,423	)		(874	)
Maintenance capital expenditures		(350	)		(146	)
Free cash flow		2,775			2,728			47			1.7

NM — Not meaningful

(1) Includes depreciation expense related to our district energy business of $1.7 million for the quarters ended March 31, 2014 and 2013.

(2) Interest expense, net, includes adjustments to derivative instruments and non-cash amortization of deferred financing fees.

19

Results of Operations: Contracted Power and Energy – (continued)

Revenue and Gross Profit

The increase in revenue and gross profit for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 reflects three months of operations of all solar facilities for the quarter ended March 31, 2014 compared with only one solar facility for the quarter ended March 31, 2013. This increase was partially offset by a decrease in finance lease revenue and cooler average temperatures.

Selling, General and Administrative Expense

Selling, general and administrative expenses are comprised primarily of acquisition-related fees, legal and other professional fees and management and incentive costs. The increase in selling, general and administrative expenses primarily relates to legal and professional expenses incurred during the first quarter of 2014.

Interest Expense, Net

Interest expense includes losses on derivative instruments of $287,000 and $505,000 for the quarters ended March 31, 2014 and 2013, respectively. Excluding the derivative adjustments, interest expense increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 due to higher debt balance. Cash interest totaled $2.4 million for the quarters ended March 31, 2014 and 2013.

Income Taxes

In 2013, our district energy business recorded a $137,000 Federal Alternative Minimum Tax liability and did not generate a regular federal income tax liability due to the application of NOL carryforwards. For 2014, the district energy business is expected to generate federal and state income cash tax liabilities of approximately $2.2 million and $959,000, respectively. The district energy business is expected to utilize its remaining federal NOLs, of approximately $2.9 million, to offset a portion of its federal taxable income for the year ending December 31, 2014.

The five solar projects within CP&E are held in various LLCs and treated as partnerships for income tax purposes. For 2014, MIC expects its allocated share of the taxable income from the five solar projects currently in operations to be approximately $4.8 million. The business’ federal taxable income differs from book income primarily as a result of differences in the depreciation of fixed assets.

20

Results of Operations: Corporate and Other

The financial results below reflect Corporate and Other’s performance during the periods below.

	Quarter Ended March 31,
	2014			2013			Change Favorable/(Unfavorable)
	$			$			$			%
	($ In Thousands) (Unaudited)
Base management fees		8,994			7,135			(1,859	)		(26.1	)
Performance fees		—			22,042			22,042			100.0
Selling, general and administrative expenses		1,046			1,606			560			34.9
Operating loss		(10,040	)		(30,783	)		20,743			67.4
Interest income		50			89			(39	)		(43.8	)
Other expense, net		—			(25	)		25			100.0
Benefit for income taxes		1,055			9,342			(8,287	)		(88.7	)
Noncontrolling interest		(321	)		(415	)		94			22.7
Net loss(1)		(9,256	)		(21,792	)		12,536			57.5
Reconciliation of net loss to EBITDA excluding non-cash items and cash used in operating activities to Free Cash Flow:
Net loss(1)		(9,256	)		(21,792	)
Interest income		(50	)		(89	)
Benefit for income taxes		(1,055	)		(9,342	)
Base management fees to be settled/settled in LLC interests		8,994			7,135
Performance fees settled in LLC interests		—			22,042
Other non-cash expense		509			581
EBITDA excluding non-cash items		(858	)		(1,465	)		607			41.4
EBITDA excluding non-cash items		(858	)		(1,465	)
Interest income		50			89
Benefit for income taxes, net of changes in deferred taxes		2,297			5,911
Changes in working capital		(2,506	)		(6,708	)
Cash used in operating activities		(1,017	)		(2,173	)
Changes in working capital		2,506			6,708
Free cash flow		1,489			4,535			(3,046	)		(67.2	)

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

21

Summary of Our Proportionately Combined Results

We believe that our proportionately combined metrics, 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, some of which are used in this Form 10-Q, provide our investors and management with additional insight into the financial results and cash generated as a result of our varied ownership interests in our businesses and investments. When we refer to the proportionately combined net debt and resultant leverage ratios, we exclude: (1) the net debt associated with CP&E as the capital structure of that business is more project finance related and the size of that reporting segment, on a proportionately combined basis, is minimal; and (2) any cash on hand at Holding Company. Given the nature of the businesses we own and our varied ownership levels of these businesses, management believes that GAAP measures such as net income and cash from operating activities do not fully reflect all of the items that our management considers in assessing the amount of cash generated by our ownership interest in our businesses and investments.

We note that proportionately combined metrics used by us may be calculated in a different manner by other companies, which may limit their usefulness as a comparative measure. Therefore, our proportionately combined metrics should be used as a supplement to, and not in lieu of, of our financial results reported under GAAP.

Our proportionately combined financial measures are those attributable to MIC’s ownership interest in each of our operating businesses and MIC Corporate. The gross profit, EBITDA excluding non-cash items and Free Cash Flow are derived from the “Results of Operations” of our investments and businesses described above.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” for further information for each of our businesses and Corporate and Other segment to see a reconciliation of EBITDA excluding non-cash to net income (loss), its closest comparable GAAP measure, and see reconciliation of Free Cash Flow to cash provided by (used in) operating activities, its closest comparable GAAP measure.

	For the Quarter Ended March 31, 2014
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		Atlantic Aviation		Contracted Power and Energy(2)		MIC Corporate			Proportionately Combined(1)		IMTT 100%		Contracted Power and Energy 100%
Gross profit		42,496		19,972		87,209		3,567		N/A			153,243		84,991		5,821
EBITDA excluding non-cash items		39,737		14,991		40,036		3,878		(858	)		97,783		79,473		6,496
Free cash flow		21,416		8,636		31,767		1,612		1,489			64,920		42,832		2,775

	For the Quarter Ended March 31, 2013
($ in Thousands) (Unaudited)	IMTT 50%		Hawaii Gas		Atlantic Aviation		Contracted Power and Energy(2)		MIC Corporate			Proportionately Combined(1)		IMTT 100%		Contracted Power and Energy 100%
Gross profit		36,647		20,417		79,634		2,489		N/A			139,187		73,294		4,739
EBITDA excluding non-cash items		32,777		15,715		36,018		2,542		(1,465	)		85,587		65,554		5,093
Free cash flow		17,200		9,940		27,092		1,315		4,535			60,082		34,399		2,728

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 Contracted Power and Energy is equal to MIC’s controlling ownership interest in its solar power generation and district energy businesses.

22

Liquidity and Capital Resources

Consolidated

Our primary cash requirements include normal operating expenses, debt service, debt principal payments, payments of dividends and capital expenditures. Our primary source of cash is operating activities, although we may draw on credit facilities for capital expenditures, issue additional LLC interests or sell assets to generate cash.

We believe that our operating businesses will have sufficient liquidity and capital resources to meet future requirements, including servicing long-term debt obligations and making distributions to MIC. We base our assessment of the sufficiency of the liquidity and capital resources on the assumptions that:

• our businesses and investments overall generate, and are expected to continue to generate, significant operating cash flow;

• the ongoing capital expenditures associated with our businesses are readily funded from their respective operating cash flow or available debt facilities; and

• we will be able to refinance, extend and/or repay the principal amount of maturing long-term debt on terms that can be supported by our businesses.

Historically, we have capitalized our businesses in large part using project-finance style debt. Project-finance style debt is generally limited-recourse, floating rate, non-amortizing bank debt with a medium term maturity of between five and seven years. Typically, we have sought to ensure that the debt at each business was non-recourse to MIC and that there was no cross-collateralization or cross-guarantees of any debt between our businesses.

More recently, given the openness of the debt markets generally, we have also used slightly longer dated private placement debt as a component of the capital structure of our businesses. For example, in August of 2012, we included $100.0 million of 10-year non-amortizing senior secured notes in the capital structure of Hawaii Gas in connection with the refinancing of its long-term debt. We may in the future consider other forms of capital, including bank, bond or hybrid debt instruments as a means of financing our businesses.

At March 31, 2014, we had no debt at the MIC holding company level. We may in the future consider borrowing money at the MIC holding company level in circumstances where the cost of capitalizing our businesses, collectively, or the terms and covenants available could be improved as a result. Our use of debt instruments at the holding company level or otherwise depends on multiple factors including but not limited to: the condition of the debt capital markets; the operating performance of our businesses and investments; the near and long term capital needs of our businesses; our ability to stagger debt maturities across our portfolio; and, where applicable, express or implied debt ratings.

Our financing strategy involves ensuring that we and our businesses maintain appropriate liquidity and access to capital markets, managing our net exposure to floating interest rate volatility, and maintaining a balanced spectrum of debt maturities. Within these parameters, we seek to optimize our borrowing costs and the terms and covenants of our debt facilities.

The section below discusses the sources and uses of cash on a consolidated basis and for each of our businesses and investments. All intercompany activities such as corporate allocations, capital contributions to our businesses and distributions from our businesses have been excluded from the tables as these transactions are eliminated in consolidation.

23

Liquidity and Capital Resources: Consolidated – (continued)

Analysis of Consolidated Historical Cash Flows from Operations

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013
($ In Thousands)	$			$			$			%
Cash provided by operating activities		59,077			33,669			25,408			75.5
Cash used in investing activities		(22,613	)		(14,875	)		(7,738	)		(52.0	)
Cash used in financing activities		(61,268	)		(5,723	)		(55,545	)		NM

NM — Not meaningful

Operating Activities

Consolidated cash provided by operating activities comprises primarily the cash from operations of the businesses we own, as described in each of the business discussions below. The cash flow from our consolidated business’ operations is partially offset by expenses paid by the holding company, including base management fees and performance fees to the extent paid in cash, professional fees and costs associated with being a public company.

The increase in consolidated cash provided by operating activities for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 was primarily due to:

• increase in payments out of restricted cash account for the completion of construction of solar projects that were online by the end of 2013;

• timing of fourth quarter cash distributions received from IMTT; and

• improved operating results offset by higher cash interest paid at Atlantic Aviation.

Distributions from IMTT are reflected in our consolidated cash provided by operating activities only up to our cumulative 50% share of IMTT’s earnings recorded since our investment in IMTT. Cumulative distributions in excess of this are reflected in our consolidated cash from investing activities as a return of investment in unconsolidated business.

Investing Activities

The increase in consolidated cash used in investing activities for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 was primarily due to increase in growth capital expenditures at Atlantic Aviation and CP&E.

Financing Activities

The dividend for the fourth quarter of 2012 was paid during that quarter. The dividend for the fourth quarter of 2013 was paid in the first quarter of 2014, as is customary. This resulted in a $51.5 million increase in cash used in financing activities during the quarter ended March 31, 2014.

See below for further description of the cash flows related to our businesses.

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Liquidity and Capital Resources: IMTT

The following analysis represents 100% of the cash flows of IMTT, rather than just the composition of cash flows that are included in our consolidated cash flows. We believe this is the most appropriate and meaningful approach to discussion of the historical cash flow trends of IMTT. We account for our 50% ownership of this business using the equity method.

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013
($ In Thousands)	$			$			$			%
Cash provided by operating activities		59,187			36,133			23,054			63.8
Cash used in investing activities		(29,602	)		(50,928	)		21,326			41.9
Cash (used in) provided by financing activities		(28,498	)		13,580			(42,078	)		NM

NM — Not meaningful

Operating Activities

Cash provided by operating activities at IMTT is generated primarily from firm commitments and ancillary services that are billed monthly, primarily in advance. Cash used in operating activities is mainly for payroll and benefits costs, maintenance and repair of fixed assets, utilities and professional services, interest payments and payments to tax jurisdictions.

Cash provided by operating activities increased for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013, primarily as a result of:

• improved operating results; and

• lower tax payments primarily due to a tax payment in January of 2013 that was deferred from 2012 as a result of an IRS postponement of time to pay due to Hurricane Isaac.

Investing Activities

Cash used in investing activities primarily relates to capital expenditures which were lower for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013. Total cash capital expenditures decreased from $50.8 million for the quarter ended March 31, 2013 to $29.6 million for the quarter ended March 31, 2014. Total capital expenditures, on an accrual basis, decreased from $34.2 million for the quarter ended March 31, 2013 to $21.1 million for the quarter ended March 31, 2014.

Maintenance and Environmental Capital Expenditure

During the quarters ended March 31, 2014 and 2013, IMTT incurred $11.1 million and $19.1 million, respectively, on maintenance and environmental capital expenditures. Of the $19.1 million spent for the quarter ended March 31, 2013, $5.9 million was associated with repairs to the Bayonne terminal as a result of damage from Hurricane Sandy.

The classification of capital expenditures as either growth or maintenance is the subject of ongoing discussions between MIC and its co-investor in IMTT. For a summary of the approach that MIC uses to categorize capital expenditures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Classification of Maintenance Capital Expenditures and Growth Capital Expenditures” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We believe that IMTT management has not used or has inconsistently applied a framework in the categorization of capital expenditures. At MIC’s insistence, the board of IMTT unanimously instructed IMTT management to engage a third party accounting firm to conduct a review of IMTT’s capital expenditure processes and conduct control testing of these processes. This review is ongoing.

Growth Capital Expenditure

IMTT incurred growth capital expenditures of $10.0 million and $15.1 million for the quarters ended March 31, 2014 and 2013, respectively.

25

Liquidity and Capital Resources: IMTT – (continued)

At March 31, 2014, IMTT has growth projects with outstanding expenditures that are anticipated to have a total cost of $82.4 million, including $28.3 million of support infrastructure projects and some trailing costs from projects brought on line in the prior years. To date, $34.9 million has been spent on these projects. These projects are anticipated to generate an additional $12.4 million of annualized gross profit and EBITDA as outlined in the table below.

	Anticipated Incremental Gross Profit/EBITDA		Anticipated Cumulative Gross Profit/EBITDA
2013	$	2.0 million	$	2.0 million
2014		6.0 million		8.0 million
2015		4.4 million		12.4 million

IMTT management is reviewing a significant pipeline of expansion projects of which it is actively considering projects of over $100.0 million. Returns on these projects are anticipated to be in line with historical levels.

Financing Activities

Cash used in financing activities for the quarter ended March 31, 2014 compared with cash provided by financing activities for the quarter ended March 31, 2013 reflects a higher level of distributions to shareholders and a net repayment of debt compared to net borrowings, partially offset by debt refinancing costs incurred in 2013.

At March 31, 2014, the balance on IMTT’s total debt facilities was $956.6 million. This consisted of $336.3 million in letter of credit backed tax-exempt bonds, $178.0 million in bank owned tax-exempt bonds, $419.4 million in revolving credit facilities and $22.9 million in shareholder loans. The weighted average interest rate of the outstanding debt facilities, including any interest rate swaps and fees associated with outstanding letters of credit was 4.20%. Cash interest paid was $10.2 million and $8.8 million for the quarters ended March 31, 2014 and 2013, respectively. The increase in cash interest paid during the quarter ended March 31, 2014 was primarily due to timing of the payments.

The financial covenant requirements under IMTT’s revolving credit facility, and the calculation of these measures at March 31, 2014, were as follows:

• Leverage Ratio < 5.00x (default threshold). The ratio at March 31, 2014 was 3.60x.

• Interest Coverage Ratio > 3.00x (default threshold). The ratio at March 31, 2014 was 6.08x.

For a description of the material terms of IMTT’s credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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Liquidity and Capital Resources: Hawaii Gas

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013
($ In Thousands)	$			$			$			%
Cash provided by operating activities		4,806			379			4,427			NM
Cash used in investing activities		(3,532	)		(3,506	)		(26	)		(0.7	)
Cash provided by financing activities		—			20,000			(20,000	)		(100.0	)

NM — Not meaningful

Operating Activities

The principal source of cash provided by operating activities is customer receipts. The business incurs payments for fuel, materials, pipeline repairs, vendor services and supplies, payroll and benefit costs, revenue based taxes and payment of administrative costs. Customers are generally billed monthly and make payments on account. Vendors and suppliers generally bill the business when services are rendered or when products are shipped.

The increase in cash provided by operating activities for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 was driven primarily by inventory change due to the timing of off-island shipments of LPG.

Investing Activities

Cash used in investing activities is composed primarily of capital expenditures. Capital expenditures are funded by cash from operating activities as well as drawing on credit facilities.

The following table sets forth information about capital expenditures at Hawaii Gas ($ in thousands):

	Maintenance		Growth
Quarter ended March 31, 2014, accrual basis	$	1,658	$	1,146
Change in accrued capital expenditure balance from December 31, 2013		234		527
Quarter ended March 31, 2014, cash basis	$	1,892	$	1,673
Quarter ended March 31, 2013, accrual basis	$	1,006	$	1,129
Change in accrued capital expenditure balance from December 31, 2012		748		580
Quarter ended March 31, 2013, cash basis	$	1,754	$	1,709

Maintenance Capital Expenditure

Maintenance capital expenditures for the quarter ended March 31, 2014 increased compared with the quarter ended March 31, 2013 due to the timing of pipeline renewal projects.

Growth Capital Expenditure

Growth capital expenditures for the quarter ended March 31, 2014 were lower compared with the quarter ended March 31, 2013 driven mainly by the timing of new customer installations.

Financing Activities

The main drivers of cash provided by financing activities are drawings on facilities for capital expenditures and working capital needs. At March 31, 2014, the balance on the business’ debt facilities consisted of $180.0 million in term loan and senior secured note borrowings. Cash provided by financing activities during the quarter ended March 31, 2013 reflects the drawdown of the revolving credit facility of $20.0 million for working capital requirements related to imports of off-island LPG cargos and to fund a portion of capital expenditures. The full amount was repaid during the second quarter of 2013.

The weighted average interest rate of the outstanding debt facilities, including the interest rate swap, was 3.63% at March 31, 2014. Cash interest paid was $2.8 million and $2.7 million for the quarters ended March 31, 2014 and 2013, respectively.

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Liquidity and Capital Resources: Hawaii Gas – (continued)

The financial covenants precluding distributions under each of the business’ credit facilities discussed above are as follows:

• 12 month backward interest coverage ratio less than 3.0x; and

• Leverage ratio (total indebtedness to capitalization ratio) for any fiscal quarter greater than 65.0%.

At March 31, 2014, the 12 month backward interest coverage ratio was 7.94x at the holding company and 14.62x at the operating company. The leverage ratio at March 31, 2014 was 58.17% at the holding company and 32.40% at the operating company.

Additionally, the HPUC requires the consolidated debt to total capital for the holding company to be less than 65% and that $20.0 million in cash resources be readily available at Hawaii Gas or MIC. At March 31, 2014, the debt to total capital ratio was 58.17% and $20.0 million in cash resources was readily available.

For a description of the material terms of Hawaii Gas’s credit facilities, see Note 9 “Long-Term Debt” in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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Liquidity and Capital Resources: Atlantic Aviation

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013
($ In Thousands)	$			$			$			%
Cash provided by operating activities		31,613			31,715			(102	)		(0.3	)
Cash used in investing activities		(8,604	)		(3,672	)		(4,932	)		(134.3	)
Cash used in financing activities		(2,716	)		(25,095	)		22,379			89.2

Operating Activities

Cash provided by operating activities at Atlantic Aviation is generated from sales transactions primarily paid by credit cards. Some customers are provided extended payment terms and are billed accordingly. Cash used in operating activities is mainly for payments to vendors of fuel and professional services, as well as payroll costs and payments to tax jurisdictions.

Cash provided by operating activities was flat during the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily due to:

• higher cash interest paid primarily due to higher interest rates; and

• higher taxes paid; partially offset by

• improved operating results.

Investing Activities

Cash used in investing activities relates primarily to cash used for acquisitions and capital expenditures. Cash provided by investing activities relates primarily to proceeds from the sale of FBOs. Cash used in investing activities increased during the quarter ended March 31, 2014 compared to the quarter ended March 31, 2013 primarily due to increased growth capital expenditures.

The following table sets forth information about capital expenditures at Atlantic Aviation ($ in thousands):

	Maintenance		Growth
Quarter ended March 31, 2014, accrual basis	$	817	$	7,738
Change in accrued capital expenditure balance from December 31, 2013		177		(7	)
Quarter ended March 31, 2014, cash basis	$	994	$	7,731
Quarter ended March 31, 2013, accrual basis	$	1,465	$	1,846
Change in accrued capital expenditure balance from December 31, 2012		173		190
Quarter ended March 31, 2013, cash basis	$	1,638	$	2,036

Maintenance Capital Expenditure

Maintenance capital expenditures were lower for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 due to replacement of equipment at existing locations and increased investments in FBO and information technology incurred during the first quarter of 2013.

Growth Capital Expenditure

Growth capital expenditures incurred during the quarter ended March 31, 2014 related primarily to facility upgrades that are intended to improve the capabilities and amenities of these facilities and investments in fuel supply chain logistics. Atlantic Aviation expects an increase in growth capital expenditures from 2013 to 2014, primarily due to the purchase of fuel supply chain logistics assets, the construction of hangars and remodels of certain facilities to upgrade their capabilities and attain lease extensions.

Financing Activities

Cash used in financing activities decreased primarily due to larger payments on the principal balance of the term loan debt during the quarter ended March 31, 2013 of $24.6 million compared with $1.4 million for the quarter ended March 31, 2014.

29

Liquidity and Capital Resources: Atlantic Aviation – (continued)

On May 31, 2013, Atlantic Aviation refinanced its term loan and capital expenditure debt facilities. The new credit agreement provides for a 7-year, $465.0 million senior secured, first lien term loan and a 5-year, $70.0 million senior secured, first lien revolving credit facility. The term loan was fully drawn at signing and the revolving credit facility was undrawn. Proceeds from the term loan were used to partially repay Atlantic Aviation’s existing debt facilities. On November 7, 2013, Atlantic Aviation entered into an incremental joinder agreement that provides the business with an incremental $50.0 million on the same terms as the existing term loan.

At March 31, 2014, the balance on Atlantic Aviation’s debt facilities included $511.3 million outstanding on the term loan facility. The revolving credit facility remains undrawn as of March 31, 2014. The facilities bear interest at a rate of LIBOR plus a margin of 2.50% with a minimum LIBOR of 0.75% through the maturity of the term loan in June of 2020 and the maturity of the revolving credit facility in May of 2018.

On July 10, 2013 Atlantic Aviation entered into an interest rate swap where it will pay a fixed rate of 2.198% for one-month U.S. LIBOR on a notional amount of $465.0 million. The swap has an effective date of July 31, 2013 and will terminate on July 31, 2019. This agreement fixes Atlantic Aviation’s interest rate on $465.0 million of indebtedness at 4.698% for almost 6 years. On November 7, 2013, Atlantic Aviation entered into an interest rate swap where it will pay a fixed rate of 1.944% for one-month U.S. LIBOR on a notional amount of $50.0 million. The swap has an effective date of November 29, 2013 and will terminate on July 31, 2019. This agreement fixes Atlantic Aviation’s interest rate on $50.0 million of indebtedness at 4.444% for almost 6 years.

On January 22, 2014, Atlantic Aviation entered into an incremental joinder agreement that provided the business with an incremental term loan facility of $100.0 million on the same terms as the existing term loan facility. On April 30, 2014, the business drew this debt of which the proceeds were primarily used to fund the Galaxy Acquisitions. During the second quarter of 2014, Atlantic Aviation expects to enter into an interest rate swap to hedge the floating rate interest exposure.

Atlantic Aviation also has stand-alone debt facilities used to fund construction of certain FBOs. At March 31, 2014, the balances on the stand-alone facilities totaled $5.1 million. The interest rates on these stand-alone facilities are fixed at 4.34%. The current weighted average interest rate of all outstanding debt facilities, including the interest rate swaps, is 4.67%. Cash interest paid was $6.2 million and $3.3 million for the quarters ended March 31, 2014 and 2013, respectively.

At March 31, 2014, Atlantic Aviation’s net debt to adjusted EBITDA was 3.01x (versus a covenant of 4.75x). For a description of the material terms of Atlantic Aviation’s credit facilities, see Note 9, “Long-Term Debt”, in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

30

Liquidity and Capital Resources: Contracted Power and Energy

The financial results discussed below reflect 100% of CP&E’s performance during the periods presented below, rather than our interests in our solar power generation and district energy business.

	Quarter Ended March 31,						Change Favorable/(Unfavorable)
	2014			2013
($ In Thousands)	$			$			$			%
Cash provided by operating activities		15,548			3,748			11,800			NM
Cash used in investing activities		(10,477	)		(7,697	)		(2,780	)		(36.1	)
Cash used in financing activities		(7,151	)		(494	)		(6,657	)		NM

NM — Not meaningful

Operating Activities

Cash provided by operating activities is driven primarily by revenue collected from power purchase agreements (“PPA”), customer contracts for products and services provided and leased equipment payments received (including non-revenue lease principal). The change in cash provided by operating activities is a result of payments this quarter, out of a restricted cash account, for the completion of construction for projects that were online by the end of 2013.

Investing Activities

Cash used in investing activities is mainly comprised of growth capital expenditures to construct solar projects, which are generally funded by drawing on construction loans and equity contributions from MIC and/or its co-investor. After construction is complete, we do not expect to incur substantial capital expenditures at our solar sites as most upgrades, replenishments and repairs are covered under the operations and maintenance (“O&M”) contract.

In April of 2014, the Company signed a Stock Purchase Agreement to sell its interest in the district energy business. The sale is expected to conclude in the second half of 2014, subject to certain customary closing conditions, and the net proceeds are expected to be reinvested in the Contracted Power and Energy business.

The following table sets forth information about capital expenditures at CP&E ($ in thousands):

	Maintenance			Growth
Quarter ended March 31, 2014, accrual basis	$	350		$	667
Change in accrued capital expenditure balance from December 31, 2013		(212	)		8,518
Quarter ended March 31, 2014, cash basis	$	138		$	9,185
Quarter ended March 31, 2013, accrual basis	$	146		$	12,113
Change in accrued capital expenditure balance from December 31, 2012		112			(4,674	)
Quarter ended March 31, 2013, cash basis	$	258		$	7,439

Maintenance Capital Expenditure

The business expects to spend approximately $1.0 million per year on capital expenditures, predominately relating to the replacement of parts, system reliability, customer service and minor system modifications at our district energy facilities. Maintenance capital expenditures will be funded from available facilities and cash from operating activities. These expenditures were lower during the quarter ended March 31, 2014 due to the timing of spend on ordinary course maintenance projects.

Growth Capital Expenditure

The increase in growth capital expenditures for the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 is primarily due to the construction of solar projects and the timing of spend related to connecting new customers.

31

Liquidity and Capital Resources: Contracted Power and Energy – (continued)

Financing Activities

Cash used in financing activities increased during the quarter ended March 31, 2014 compared with the quarter ended March 31, 2013 primarily due to larger net repayments on term loan debt and capital contribution from noncontrolling interest during the quarter ended March 31, 2013 that did not recur this period.

Each of the five solar projects and the district energy business are financed individually with non-recourse debt. At March 31, 2014, the outstanding balance on term loan debt at the five combined solar projects was $141.7 million with a weighted average interest rate of 4.66%. During the quarter ended March 31, 2014, three solar projects converted construction loans to term loans with fixed interest rates and maturities ranging from 20 – 23 years. The outstanding debt balance at our district energy business was $149.9 million at March 31, 2014, all of which is classified as current portion of long-term debt on the consolidated condensed balance sheet, with a weighted average interest rate of 6.25%. In accordance with the debt agreements, 100% of excess free cash flows generated at the district cooling facility are being utilized to repay the debt facility. All of the CP&E credit facilities were compliant with their respective covenants at March 31, 2014. Cash interest paid at CP&E for the quarters ended March 31, 2014 and 2013 was $2.4 million.

For a description of the material terms of CP&E’s credit facilities, see Note 9, “Long-Term Debt”, in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Commitments and Contingencies

At March 31, 2014, there had been no material changes in our commitments and contingencies compared with our commitments and contingencies at December 31, 2013. At March 31, 2014, we did not have any material purchase obligations. For a discussion of our other future obligations, due by period, under the various contractual obligations, off-balance sheet arrangements and commitments, please see “Liquidity and Capital Resources — Commitments and Contingencies” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 19, 2014.

At March 31, 2014, we did not have any material reserves for contingencies. We have other contingencies occurring in the normal course of business, including pending legal and administrative proceedings that are not reflected at this time as they are not ascertainable.

Our sources of cash to meet these obligations include:

• cash generated from our operations (see “Operating Activities” in “Liquidity and Capital Resources”);

• refinancing of our current credit facilities on or before maturity (see “Financing Activities” in “Liquidity and Capital Resources”); and

• cash available from our undrawn credit facilities (see “Financing Activities” in “Liquidity and Capital Resources”).

Critical Accounting Policies and Estimates

For critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Our critical accounting policies and estimates have not changed materially from the description contained in our Annual Report.

Business Combinations

Our acquisitions of businesses that we control are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by our management, taking into consideration information supplied by the management of acquired entities and other relevant information. Such information

32

includes valuations supplied by independent appraisal experts for significant business combinations. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values require significant judgment both by management and outside experts engaged to assist in this process.

Goodwill, Intangible Assets and Property, Plant and Equipment

Significant assets acquired in connection with our acquisition of businesses include contract rights, customer relationships, non-compete agreements, trademarks, property and equipment and goodwill.

Trademarks are generally considered to be indefinite life intangibles. Trademarks and goodwill are not amortized in most circumstances. It may be appropriate to amortize some trademarks. However, for unamortized intangible assets, we are required to perform annual impairment reviews and more frequently in certain circumstances.

ASU No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment, permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test, as discussed below. If an entity concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test.

If an entity concludes that it is more likely than not that the fair value of reporting unit is less than its carrying amount, it needs to perform the two-step impairment test. This requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit based on a discounted cash flow model using revenue and profit forecasts and comparing those estimated fair values with the carrying values, which included the allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared with its corresponding carrying value. Hawaii Gas, Atlantic Aviation and our district energy business, within the CP&E reporting segment, are separate reporting units for purposes of this analysis. The impairment test for trademarks, which are not amortized, requires the determination of the fair value of such assets. If the fair value of the trademarks are less than their carrying value, an impairment loss is recognized in an amount equal to the difference. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and/or intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or material negative change in relationship with significant customers.

Property and equipment is initially stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the property and equipment after consideration of historical results and anticipated results based on our current plans. Our estimated useful lives represent the period the asset remains in service assuming normal routine maintenance. We review the estimated useful lives assigned to property and equipment when our business experience suggests that they do not properly reflect the consumption of economic benefits embodied in the property and equipment nor result in the appropriate matching of cost against revenue. Factors that lead to such a conclusion may include physical observation of asset usage, examination of realized gains and losses on asset disposals and consideration of market trends such as technological obsolescence or change in market demand.

Significant intangibles, including contract rights, customer relationships, non-compete agreements and technology are amortized using the straight-line method over the estimated useful lives of the intangible asset after consideration of historical results and anticipated results based on our current plans. With respect to contract rights in our Atlantic Aviation business, we take into consideration the history of contract right renewals in determining our assessment of useful life and the corresponding amortization period.

We perform impairment reviews of property and equipment and intangibles subject to amortization, when events or circumstances indicate that assets are less than their carrying amount and the undiscounted cash

33

flows estimated to be generated by those assets are less than the carrying amount of those assets. In this circumstance, the impairment charge is determined based upon the amount by which the net book value of the assets exceeds their fair market value. Any impairment is measured by comparing the fair value of the asset to its carrying value.

The “implied fair value” of reporting units and fair value of property and equipment and intangible assets is determined by our management and is generally based upon future cash flow projections for the acquired assets, discounted to present value. We use outside valuation experts when management considers that it is appropriate to do so.

We test for impairment of goodwill and indefinite-lived intangible assets annually as of October 1^st or when there is an indicator of impairment.

Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Our exposure to market risk has not changed materially since February 19, 2014, our 10-K filing date.

Controls and Procedures

Under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2014. There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

34

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in Thousands, Except Share Data)

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	208,569		$	233,373
Restricted cash		38,562			51,884
Accounts receivable, less allowance for doubtful accounts of $1,121 and $953, respectively		66,990			60,823
Inventories		24,779			25,834
Prepaid expenses		8,654			10,132
Deferred income taxes		5,320			6,197
Equipment lease receivables current		8,690			8,515
Other		11,140			9,792
Total current assets		372,704			406,550
Property, equipment, land and leasehold improvements, net		854,687			854,169
Equipment lease receivables non-current		15,019			16,155
Investment in unconsolidated business		89,434			83,703
Goodwill		514,343			514,494
Intangible assets, net		584,085			592,850
Deferred financing costs, net of accumulated amortization		22,356			22,740
Other		8,010			10,204
Total assets	$	2,460,638		$	2,500,865
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Due to manager – related party	$	3,134		$	3,032
Accounts payable		29,567			28,850
Accrued expenses		29,021			42,713
Current portion of long-term debt		160,181			163,083
Fair value of derivative instruments		11,283			13,027
Other		18,689			20,747
Total current liabilities		251,875			271,452
Long-term debt, net of current portion		827,729			831,027
Deferred income taxes		195,226			189,719
Other		55,648			55,399
Total liabilities		1,330,478			1,347,597
Commitments and contingencies		—			—
Members’ equity:
LLC interests, no par value; 500,000,000 authorized; 56,459,047 LLC interests issued and outstanding at March 31, 2014 and 56,295,595 LLC interests issued and outstanding at December 31, 2013		1,184,108			1,226,733
Additional paid in capital		21,447			21,447
Accumulated other comprehensive loss		(8,652	)		(8,445	)
Accumulated deficit		(177,141	)		(197,507	)
Total members’ equity		1,019,762			1,042,228
Noncontrolling interests		110,398			111,040
Total equity		1,130,160			1,153,268
Total liabilities and equity	$	2,460,638		$	2,500,865

 
 
See accompanying notes to the consolidated condensed financial statements.

35

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
($ in Thousands, Except Share and Per Share Data)

	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013
Revenue
Revenue from product sales	$	183,801		$	174,115
Revenue from product sales – utility		35,145			36,921
Service revenue		56,502			52,115
Financing and equipment lease income		747			1,055
Total revenue		276,195			264,206
Costs and expenses
Cost of product sales		122,917			116,993
Cost of product sales – utility		29,380			31,489
Cost of services		10,896			10,934
Selling, general and administrative		55,464			49,209
Fees to manager – related party		8,994			29,177
Depreciation		12,154			9,255
Amortization of intangibles		8,765			8,628
Loss on disposal of assets		—			173
Total operating expenses		248,570			255,858
Operating income		27,625			8,348
Other income (expense)
Interest income		64			94
Interest expense(1)		(14,011	)		(7,686	)
Equity in earnings and amortization charges of investee		14,287			10,462
Other income (expense), net		681			(2	)
Net income before income taxes		28,646			11,216
Provision for income taxes(2)		(8,486	)		(4,502	)
Net income	$	20,160		$	6,714
Less: net (loss) income attributable to noncontrolling interests		(206	)		843
Net income attributable to MIC LLC	$	20,366		$	5,871
Basic income per share attributable to MIC LLC interest holders	$	0.36		$	0.12
Weighted average number of shares outstanding: basic		56,369,295			47,584,661
Diluted income per share attributable to MIC LLC interest holders	$	0.36		$	0.12
Weighted average number of shares outstanding: diluted		56,382,205			47,603,257
Cash dividends declared per share	$	0.9375		$	0.6875

(1) Interest expense includes losses on derivative instruments of $5.3 million and $1.1 million for the quarters ended March 31, 2014 and 2013, respectively, of which net losses of $239,000 and $398,000, respectively, was reclassified from accumulated other comprehensive loss.

(2) Includes $95,000 and $158,000 of benefit for income taxes from accumulated other comprehensive loss reclassifications for the quarters ended March 31, 2014 and 2013, respectively.

 
 
See accompanying notes to the consolidated condensed financial statements.

36

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
($ in Thousands)

	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013
Net income	$	20,160		$	6,714
Other comprehensive (loss) income, net of taxes:
Reclassification of realized losses of derivatives into earnings(1)		150			250
Translation adjustment(2)		(285	)		—
Other comprehensive (loss) income		(135	)		250
Comprehensive income	$	20,025		$	6,964
Less: comprehensive (loss) income attributable to noncontrolling interests		(134	)		963
Comprehensive income attributable to MIC LLC	$	20,159		$	6,001

(1) Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

(2) Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

 
 
See accompanying notes to the consolidated condensed financial statements.

37

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
($ in Thousands)

	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013
Operating activities
Net income	$	20,160		$	6,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		13,858			10,953
Amortization of intangible assets		8,765			8,628
Loss on disposal of assets		—			106
Equity in earnings and amortization charges of investee		(14,287	)		(10,462	)
Equity distributions from investee		8,127			—
Amortization of debt financing costs		1,041			947
Adjustments to derivative instruments		1,094			(1,339	)
Base management fees to be settled/settled in LLC interests		8,994			7,135
Performance fees settled in LLC interests		—			22,042
Equipment lease receivable, net		996			967
Deferred rent		50			64
Deferred taxes		6,439			3,070
Other non-cash expenses (income), net		692			(1,913	)
Changes in other assets and liabilities:
Restricted cash		14,643			1,271
Accounts receivable		(6,431	)		(6,238	)
Inventories		1,973			(2,394	)
Prepaid expenses and other current assets		(492	)		(2,462	)
Due to manager – related party		(116	)		(11	)
Accounts payable and accrued expenses		(4,166	)		(2,001	)
Income taxes payable		(69	)		94
Other, net		(2,194	)		(1,502	)
Net cash provided by operating activities		59,077			33,669
Investing activities
Acquisitions of businesses and investments, net of cash acquired		(1,052	)		—
Purchases of property and equipment		(21,613	)		(14,834	)
Other, net		52			(41	)
Net cash used in investing activities		(22,613	)		(14,875	)

 
 
See accompanying notes to the consolidated condensed financial statements.

38

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS – (continued)
(Unaudited)
($ in Thousands)

	Quarter Ended March 31, 2014			Quarter Ended March 31, 2013
Financing activities
Proceeds from long-term debt	$	4,884		$	21,192
Dividends paid to holders of LLC interests		(51,469	)		—
Proceeds from the issuance of LLC interests pursuant to MIC Direct		72			—
Contributions received from noncontrolling interests		—			2,000
Distributions paid to noncontrolling interests		(656	)		(247	)
Payment of long-term debt		(11,084	)		(28,050	)
Debt financing costs paid		(1,050	)		—
Change in restricted cash		(1,506	)		—
Payment of notes and capital lease obligations		(454	)		(485	)
Other, net		(5	)		(133	)
Net cash used in financing activities		(61,268	)		(5,723	)
Net change in cash and cash equivalents		(24,804	)		13,071
Cash and cash equivalents, beginning of period		233,373			141,376
Cash and cash equivalents, end of period	$	208,569		$	154,447
Supplemental disclosures of cash flow information
Non-cash investing and financing activities:
Accrued equity offering costs	$	1		$	195
Accrued financing costs	$	—		$	665
Accrued purchases of property and equipment	$	1,797		$	5,755
Acquisition of equipment through capital leases	$	—		$	1,135
Issuance of LLC interests to manager for performance fees	$	—		$	43,820
Issuance of LLC interests to manager for base management fees	$	8,777		$	6,299
Conversion of construction loan to term loan	$	60,360		$	—
Distributions payable to noncontrolling interests	$	128		$	214
Taxes paid	$	2,116		$	1,338
Interest paid	$	11,351		$	8,471

 
 
See accompanying notes to the consolidated condensed financial statements.

39

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Description of Business

Macquarie Infrastructure Company LLC, a Delaware limited liability company, was formed on April 13, 2004. Macquarie Infrastructure Company LLC, both on an individual entity basis and together with its consolidated subsidiaries, is referred to in these financial statements as the “Company” or “MIC”. The Company owns, operates and invests in a diversified group of infrastructure businesses in the United States. Macquarie Infrastructure Management (USA) Inc. is the Company’s manager and is referred to in these financial statements as the Manager. The Manager is a wholly-owned subsidiary within the Macquarie Group of companies, which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

MIC is a non-operating holding company with a Board of Directors and other corporate governance responsibilities generally consistent with those of a Delaware corporation. MIC has made an election to be treated as a corporation for tax purposes.

The Company owns its businesses through its wholly-owned subsidiary, Macquarie Infrastructure Company Inc., or MIC Inc. The Company’s businesses operate predominantly in the United States and consist of the following:

• International Matex Tank Terminals or “IMTT”: a 50% interest in a bulk liquid terminals business, which provides bulk liquid storage and handling services at ten marine terminals in the United States and two in Canada and is one of the largest participants in this industry in the U.S., based on storage capacity;

• Hawaii Gas: a full-service gas energy company processing and distributing gas products and providing related services in Hawaii;

• Atlantic Aviation: an airport services business providing products and services, including fuel and aircraft hangaring/parking, to owners and operators of general aviation aircraft at 63 airports in the U.S.; and

• Contracted Power and Energy: consists of controlling interests in five contracted solar power generation facilities located in the southwest U.S. and a 50.01% controlling interest in a district energy business which operates one of the largest district cooling systems in the U.S.

2. Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of consolidated condensed financial statements in conformity with GAAP requires estimates and assumptions. Management evaluates these estimates and assumptions on an ongoing basis. Actual results may differ from the estimates and assumptions used in the financial statements and notes. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The consolidated balance sheet at December 31, 2013 has been derived from audited financial statements but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Certain reclassifications were made to the financial statements for the prior period to conform to current period presentation.

40

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2. Basis of Presentation  – (continued)

The interim financial information contained herein should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 19, 2014.

3. Income per Share

Following is a reconciliation of the basic and diluted number of shares used in computing income per share:

	Quarter Ended March 31,
	2014		2013
Weighted average number of shares outstanding: basic		56,369,295		47,584,661
Dilutive effect of restricted stock unit grants		12,910		18,596
Weighted average number of shares outstanding: diluted		56,382,205		47,603,257

The effect of potentially dilutive shares for the quarter ended March 31, 2014 is calculated assuming that the 12,910 restricted stock unit grants provided to the independent directors on May 20, 2013, which will vest during the second quarter of 2014, had been fully converted to shares on the grant date.

The effect of potentially dilutive shares for the quarter ended March 31, 2013 is calculated assuming that the 18,208 restricted stock unit grants provided to the independent directors on May 31, 2012, which vested during the second quarter of 2013, and the 895 restricted stock unit grants issued on February 21, 2013, which vested during the second quarter of 2013, had been fully converted to shares on those grant dates.

4. Acquisitions

Contracted Power and Energy Acquisitions

During 2013, the Company invested in three utility-scale solar photovoltaic contracted power generation facilities, one at Davis Monthan Air Force Base (the “DMAFB Project”) located in Tucson, Arizona, one in Valley Center, California (the “Valley Center Project”) and one near Ramona, California (the “Ramona Project”). These three projects commenced operations during December of 2013 and have a combined generating capacity of 27 megawatts (“MWac”) of electricity.

The acquisition price can vary depending on, among other things, factors such as the size of project, power purchase agreement (“PPA”) contract terms, eligibility for tax incentives, debt package, operating cost structure and development stage. A completed project takes out all of the construction risk, testing and costs associated with construction contracts.

The solar power generation businesses, within the Contracted Power and Energy segment, are held in LLCs with a co-investor. Each project’s taxable income for the first five years is expected to be a loss due to accelerated depreciation, with 99% of the taxable loss, subject to certain adjustments that are not expected to be significant, allocated to the co-investor. Accordingly, these projects should have a nominal effect on MIC’s consolidated current taxable income for at least the first five years of each project. The projects do not pay federal or state income taxes on a standalone basis, as the projects are treated as a partnership for tax purposes, with each member paying federal and state income taxes on their allocated taxable income.

MIC has certain rights to make decisions over the management and operations of the projects and the Company has determined that it is appropriate to consolidate the projects with the co-investor’s interest reflected as a “noncontrolling interest” in the consolidated condensed financial statements.

41

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

4. Acquisitions  – (continued)

Acquisition of — Davis Monthan Air Force Base, Arizona

On July 19, 2013, the Company contributed $7.9 million, as a capital investment, and completed the acquisition of the DMAFB Project for an initial purchase price of $11.0 million subject to customary closing conditions described below. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $23.0 million during the fourth quarter of 2013. The purchase price was adjusted by $1.5 million in the first quarter of 2014 in accordance with the acquisition agreement, which includes provisions that adjusted the purchase price based on final construction costs, financing terms and other insignificant project-related costs. As a result, a final payment of $1.2 million was made during the first quarter of 2014, resulting in a final purchase price of $9.5 million for this project. This facility is expected to generate approximately 13 megawatts of electricity.

In connection with the acquisition, the Company assumed $22.4 million in construction financing. The DMAFB Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Acquisition of — Valley Center, California

On September 20, 2013, the Company contributed $6.8 million, as a capital investment, and completed the acquisition of the Valley Center Project for a purchase price of $5.6 million. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $14.5 million during the fourth quarter of 2013. This facility is expected to generate approximately 7 megawatts of electricity.

In connection with the acquisition, the Company entered into a construction loan agreement and drew down $10.2 million. The Valley Center Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Acquisition of — Ramona, California

On October 8, 2013, the Company contributed $6.1 million, as a capital investment, and completed the acquisition of the Ramona Project for a purchase price of $4.9 million. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $13.8 million during the fourth quarter of 2013. This facility is expected to generate approximately 7 megawatts of electricity.

In connection with the acquisition, the Company entered into a construction loan agreement and drew down $10.4 million. The Ramona Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Had the DMAFB Project, Valley Center Project and Ramona Project acquisitions occurred as of January 1, 2013, the Company’s consolidated results of operations would not have been materially different. For the quarter ended March 31, 2014 and the year ended December 31, 2013, the Company recorded transaction related costs of $228,000 and $2.2 million, respectively, in selling, general, and administrative expense for these investments.

Atlantic Aviation Acquisition

Acquisition of Kansas City FBO

On December 6, 2013, Atlantic Aviation completed the acquisition of the assets and liabilities of the fixed based operations (“FBO”) at Charles B. Wheeler Downtown Airport in Kansas City, Missouri, for $8.1 million (referred to as “MKC”). The acquisition will expand the business’ network in the midwest and was funded from additional debt raised by the business during the fourth quarter of 2013.

The acquisition has been accounted for as a business combination. Accordingly, the results of operations of MKC are included in the consolidated condensed statement of operations, and as a component of the Company’s Atlantic Aviation business segment, since December 6, 2013.

42

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

4. Acquisitions  – (continued)

Had the acquisition occurred as of January 1, 2013, the consolidated results of operations would not have been materially different. For the quarter ended March 31, 2014 and year ended December 31, 2013, Atlantic Aviation recorded transaction related costs of $65,000 and $331,000, respectively, in selling, general and administrative expense for this investment.

5. Property, Equipment, Land and Leasehold Improvements

Property, equipment, land and leasehold improvements at March 31, 2014 and December 31, 2013 consist of the following ($ in thousands):

	March 31, 2014			December 31, 2013
Land	$	4,854		$	4,854
Easements		5,624			5,624
Buildings		25,143			25,143
Leasehold and land improvements		359,398			357,903
Machinery and equipment		688,896			674,839
Furniture and fixtures		11,771			11,416
Construction in progress		32,439			35,637
Property held for future use		1,975			1,975
		1,130,100			1,117,391
Less: accumulated depreciation		(275,413	)		(263,222	)
Property, equipment, land and leasehold improvements, net	$	854,687		$	854,169

As discussed in Note 4, “Acquisitions”, the Company acquired $45.3 million in construction in progress, which subsequently was reclassed to machinery and equipment, from the acquisitions of three solar facilities in 2013 and $13.8 million in property, equipment, land and leasehold improvements from the MKC acquisition during the fourth quarter of 2013.

6. Intangible Assets

Intangible assets at March 31, 2014 and December 31, 2013 consist of the following ($ in thousands):

	March 31, 2014			December 31, 2013
Contractual arrangements	$	746,231		$	746,231
Non-compete agreements		9,665			9,665
Customer relationships		80,255			80,255
Leasehold rights		2,121			2,121
Trade names		15,671			15,671
Technology		460			460
		854,403			854,403
Less: accumulated amortization		(270,318	)		(261,553	)
Intangible assets, net	$	584,085		$	592,850

43

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

6. Intangible Assets  – (continued)

The goodwill balance as of March 31, 2014 is comprised of the following ($ in thousands):

Goodwill acquired in business combinations, net of disposals	$	637,543
Less: accumulated impairment charges		(123,200	)
Balance at March 31, 2014	$	514,343

The Company tests for goodwill impairment at the reporting unit level on an annual basis on October 1^st of each year and between annual tests if a triggering event indicates impairment. There were no triggering events indicating impairment for the quarter ended March 31, 2014.

7. Long-Term Debt

At March 31, 2014 and December 31, 2013, the Company’s consolidated long-term debt comprised the following ($ in thousands):

	March 31, 2014			December 31, 2013
Hawaii Gas	$	180,000		$	180,000
Atlantic Aviation		516,354			517,773
Contracted Power and Energy		291,556			296,337
Total		987,910			994,110
Less: current portion		(160,181	)		(163,083	)
Long-term portion	$	827,729		$	831,027

On May 31, 2013, Atlantic Aviation entered into a credit agreement (the “AA Credit Agreement”), that provides the business with a seven-year, $465.0 million senior secured first lien term loan facility. On November 7, 2013, the business entered into an incremental $50.0 million term loan under the AA Credit Agreement that provides the business with a seven-year senior secured first lien term loan facility. The interest rate on these term loan facilities floats at LIBOR plus 2.50%, with minimum LIBOR of 0.75%. The floating rate has effectively been fixed for 6 years using interest rate swaps. The AA Credit Agreement also provides for a five-year, $70.0 million senior secured first lien revolving credit facility that bears interest at LIBOR plus 2.50%.

On January 22, 2014, Atlantic Aviation entered into an incremental $100.0 million term loan facility on the same terms as the AA Credit Agreement described above. At March 31, 2014, this facility remains undrawn.

Atlantic Aviation also has stand-alone debt facilities used to fund construction at its FBOs. At March 31, 2014, the balances on the stand-alone facilities were $5.1 million. The Company has classified $551,000 relating to the stand-alone debt facilities in the current portion of long-term debt in the consolidated condensed balance sheet at March 31, 2014.

The Company classified $149.9 million relating to its district energy business’ debt in the current portion of long-term debt in the consolidated condensed balance sheet at March 31, 2014, as its debt facilities mature in September of 2014. During the quarter ended March 31, 2014 and in April of 2014, the district energy business repaid $4.2 million and $2.1 million, respectively, on its outstanding debt balance.

At March 31, 2014, the solar power generation businesses, within the Contracted Power and Energy segment, had $141.7 million of amortizing term loan debt outstanding, of which $4.6 million was recorded as current portion of long-term debt in the consolidated condensed balance sheet. During February of 2014, the construction loans for the DMAFB Project, Valley Center Project and Ramona Project converted to term debt. The interest rate related to the DMAFB Project’s term debt, of $27.6 million, is fixed at 5.138% through

44

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

7. Long-Term Debt  – (continued)

maturity in December of 2033. The interest rate related to the Valley Center Project’s term debt, of $16.9 million, is fixed at 5.60% through maturity in September of 2036. The interest rate related to the Ramona Project’s term debt, of $15.9 million, is fixed at 5.47% through maturity in September of 2036.

8. Derivative Instruments and Hedging Activities

The Company and its businesses have in place variable-rate debt. Management believes that it is prudent to limit the variability of a portion of the business’ interest payments. To meet this objective, the Company enters into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk on a portion of its debt with a variable-rate component. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped.

At March 31, 2014, the Company had $987.9 million of current and long-term debt, $740.1 million of which was economically hedged with interest rate contracts and $247.8 million of which was unhedged.

Effective February 25, 2009 for Atlantic Aviation and effective April 1, 2009 for the Company’s other businesses, the Company elected to discontinue hedge accounting. In prior periods, when the Company applied hedge accounting, changes in the fair value of derivatives that effectively offset the variability of cash flows on the Company’s debt interest obligations were recorded in other comprehensive income or loss. From the dates that hedge accounting was discontinued, all movements in the fair value of the interest rate swaps are recorded directly through earnings. As interest payments are made, a portion of the other comprehensive loss recorded under hedge accounting is also reclassified into earnings. The Company will reclassify into earnings $618,000 of derivative losses, included in accumulated other comprehensive loss as of March 31, 2014, within the next 12 months.

Excess cash flow generated from the district energy business must be applied toward the principal balance of the term loan during the last two years before maturity. The district energy business is expected to record additional reclassifications from accumulated other comprehensive loss to interest expense when the business pays down its debt more quickly than anticipated.

The Company measures derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilize primarily observable (“level 2”) inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals.

The Company’s fair value measurements of its derivative instruments and the related location of the assets and liabilities associated with the hedging instruments within the consolidated condensed balance sheets at March 31, 2014 and December 31, 2013 were as follows ($ in thousands):

	Assets (Liabilities) at Fair Value(1)
	Interest Rate Contracts Not Designated as Hedging Instruments
Balance Sheet Location	March 31, 2014			December 31, 2013
Fair value of derivative instruments – current assets(2)	$	—		$	1
Fair value of derivative instruments – non-current assets(3)		4,281			6,880
Total interest rate derivative contracts – assets(2)(3)	$	4,281		$	6,881
Fair value of derivative instruments – current liabilities(3)	$	(11,283	)	$	(13,027	)
Total interest rate derivative contracts – liabilities(3)	$	(11,283	)	$	(13,027	)

45

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

8. Derivative Instruments and Hedging Activities  – (continued)

(1) Fair value measurements at reporting date were made using significant other observable inputs (“level 2”).

(2) Derivative contracts represent interest rate caps.

(3) Derivative contracts represent interest rate swaps.

The Company’s hedging activities for the quarters ended March 31, 2014 and 2013 and the related location within the consolidated condensed statements of operations were as follows ($ in thousands):

	Derivatives Not Designated as Hedging Instruments
	Amount of Loss Recognized in Interest Expense for the Quarters Ended March 31,
Financial Statement Account	2014(1)			2013(2)
Interest expense – Interest rate cap	$	(1	)	$	(26	)
Interest expense – Interest rate swaps		(5,332	)		(1,034	)
Total	$	(5,333	)	$	(1,060	)

(1) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2014 includes $5.1 million of unrealized derivative losses and $239,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2014 also includes $1,000 of unrealized derivative losses from an interest rate cap contract.

(2) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2013 includes $636,000 of unrealized derivative losses and $398,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2013 also includes $26,000 of unrealized derivative losses from an interest rate cap contract.

All of the Company’s derivative instruments are collateralized by the assets of the respective businesses.

9. Members’ Equity

LLC Interests

The Company is authorized to issue 500,000,000 LLC interests. Each outstanding LLC interest of the Company is entitled to one vote on any matter with respect to which holders of LLC interests are entitled to vote.

Shelf Registration Statement and MIC Direct

On April 8, 2013, the Company filed an automatic shelf registration statement on Form S-3 (“shelf”) with the Securities and Exchange Commission to issue and sell an indeterminate amount of its LLC interests and debt securities in one or more future offerings. Along with the shelf, the Company filed a prospectus supplement with respect to a dividend reinvestment/direct stock purchase program named “MIC Direct”. The prospectus supplement relates to the issuance of up to 1.0 million additional LLC interests to participants in MIC Direct. At March 31, 2014, 998,236 LLC interests remained unissued under MIC Direct. The Company may also choose to fill requests for reinvestment of dividends or share purchases through MIC Direct via open market purchases.

46

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

9. Members’ Equity  – (continued)

Accumulated Other Comprehensive Loss

The following represents the changes and balances to the components of accumulated other comprehensive loss for the quarters ended March 31, 2014 and 2013 ($ in thousands).

	Cash Flow Hedges, net of taxes(1)			Post-Retirement Benefit Plans, net of taxes			Translation Adjustment, net of taxes(2)			Total Accumulated Other Comprehensive Loss, net of taxes			Noncontrolling Interests			Total Members' Accumulated Other Comprehensive Loss, net of taxes
Balance at December 31, 2012	$	(1,538	)	$	(20,466	)	$	514		$	(21,490	)	$	689		$	(20,801	)
Reclassification of realized losses of derivatives into earnings		250			—			—			250			(120	)		130
Balance at March 31, 2013	$	(1,288	)	$	(20,466	)	$	514		$	(21,240	)	$	569		$	(20,671	)
Balance at December 31, 2013	$	(636	)	$	(8,021	)	$	(46	)	$	(8,703	)	$	258		$	(8,445	)
Reclassification of realized losses of derivatives into earnings		150			—			—			150			(72	)		78
Translation adjustment		—			—			(285	)		(285	)		—			(285	)
Balance at March 31, 2014	$	(486	)	$	(8,021	)	$	(331	)	$	(8,838	)	$	186		$	(8,652	)

(1) Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

(2) Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

10. Reportable Segments

The Company’s businesses consist of three reportable segments: Hawaii Gas, Atlantic Aviation and Contracted Power and Energy. The Company also has a 50% investment in IMTT, which is accounted for under the equity method. Prior to 2013 year-end, the Company reported the solar power generation businesses and the district energy business in separate reportable segments. The Company assessed its businesses and operating segments and determined to combine these two businesses into one reportable segment covering the Company’s long-term Contracted Power and Energy segment, which the Company believes better reflects how these businesses are managed and allocated capital.

47

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Reportable Segments  – (continued)

Financial information for IMTT’s business as a whole is presented below ($ in thousands):

	As of, and for the Quarter Ended, March 31,
	2014		2013
Revenue	$	148,078	$	131,485
Net income	$	30,981	$	23,330
Interest expense, net		7,133		6,606
Provision for income taxes		21,102		17,121
Depreciation and amortization		18,274		18,422
Other non-cash expenses		1,983		75
EBITDA excluding non-cash items(1)	$	79,473	$	65,554
Capital expenditures paid	$	29,621	$	50,774
Property, equipment, land and leasehold improvements, net		1,275,656		1,227,703
Total assets		1,387,624		1,352,411

(1) EBITDA consists of earnings before interest, taxes, depreciation and amortization. Non-cash items that are excluded consist of impairments, derivative gains and losses and all other non-cash income and expense items.

All of the business segments, including the two businesses within Contracted Power and Energy, are managed separately and management has chosen to organize the Company around the distinct products and services offered.

IMTT provides bulk liquid terminal and handling services in North America through ten terminals located on the East, West and Gulf Coasts, the Great Lakes region of the United States and partially owned terminals in Quebec and Newfoundland, Canada. IMTT derives the majority of its revenue from storage and handling of petroleum products, various chemicals, renewable fuels, and vegetable and animal oils. Based on storage capacity, IMTT operates one of the largest third-party bulk liquid terminals businesses in the United States.

The revenue from the Hawaii Gas segment is included in revenue from product sales. Revenue is generated from the distribution and sales of synthetic natural gas, or SNG, and liquefied petroleum gas, or LPG. Revenue is primarily a function of the volume of SNG and LPG consumed by customers and the price per thermal unit or gallon charged to customers. Because both SNG and LPG are derived from petroleum, revenue levels, without organic growth, will generally track global oil prices. The utility revenue of Hawaii Gas reflects fuel adjustment charges, or FACs, through which changes in fuel costs are passed through to customers.

The Atlantic Aviation business segment derives the majority of its revenues from fuel sales and from other airport services, including de-icing, aircraft hangarage and other aviation services. All of the revenue of Atlantic Aviation is generated at airports in the U.S., of which there were 63 at March 31, 2014. Revenues from Atlantic Aviation are included in revenue from product sales and service revenue.

The Contracted Power and Energy business segment derives revenue from the solar power generation and district energy businesses. Revenues from the solar power generation businesses are included in revenue from product sales. As of March 31, 2014, the Company has invested in five utility-scale photovoltaic power generation facilities that are located in the southwest United States that are expected to have an aggregate generating capacity of 57 megawatts of wholesale electricity to utilities. Owners of solar photovoltaic power

48

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Reportable Segments  – (continued)

generation facilities sell substantially all of the electricity generated from these facilities at a fixed price to electric utilities pursuant to a long-term (typically 20 – 25 years) PPAs.

Revenues from the district energy business are included in service revenue and financing and equipment lease income. Included in service revenue is capacity revenue, which relates to monthly fixed contract charges, and consumption revenue, which relates to contractual rates applied to actual usage. Financing and equipment lease income relates to direct financing lease transactions and equipment leases to the business’ various customers. Finance lease revenue, recorded on the consolidated condensed statement of operations, is the interest portion of lease payments received from equipment leases with various customers primarily in Las Vegas. The principal portion of the cash receipts on these equipment leases are recorded in the operating activities of the consolidated condensed cash flow statements. The district energy business provides its services to buildings primarily in the downtown Chicago, Illinois area and to a casino and a shopping mall located in Las Vegas, Nevada.

Selected information by segment is presented in the following tables. The tables do not include financial data for the Company’s equity investment in IMTT.

Revenue from external customers for the Company’s consolidated reportable segments was as follows ($ in thousands):

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	34,206	$	145,937	$	3,658	$	183,801
Product sales – utility		35,145		—		—		35,145
		69,351		145,937		3,658		218,946
Other Revenue
Service Revenue		—		48,024		8,478		56,502
		—		48,024		8,478		56,502
Financing and Lease Income
Financing and equipment lease		—		—		747		747
		—		—		747		747
Total Revenue	$	69,351	$	193,961	$	12,883	$	276,195

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	32,085	$	140,344	$	1,686	$	174,115
Product sales – utility		36,921		—		—		36,921
		69,006		140,344		1,686		211,036
Other Revenue
Service Revenue		—		43,796		8,319		52,115
		—		43,796		8,319		52,115
Financing and Lease Income
Financing and equipment lease		—		—		1,055		1,055
		—		—		1,055		1,055
Total Revenue	$	69,006	$	184,140	$	11,060	$	264,206

49

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Reportable Segments  – (continued)

In accordance with FASB ASC 280 Segment Reporting, the Company has disclosed earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding non-cash items as a key performance metric relied on by management in the evaluation of the Company’s performance. Non-cash items include impairments, derivative gains and losses and adjustments for other non-cash items reflected in the statements of operations. The Company believes EBITDA excluding non-cash items provides additional insight into the performance of the operating businesses relative to each other and similar businesses without regard to their capital structure, and their ability to service or reduce debt, fund capital expenditures and/or support distributions to the holding company. EBITDA excluding non-cash items is reconciled to net income or loss.

EBITDA excluding non-cash items for the Company’s consolidated reportable segments is shown in the tables below ($ in thousands). Allocations of corporate expenses, intercompany fees and the tax effect have been excluded as they are eliminated on consolidation.

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,195	$	10,555	$	(1,415	)	$	15,335
Interest expense, net		1,787		9,565		2,645			13,997
Provision for income taxes		4,027		4,915		599			9,541
Depreciation(1)		1,946		6,802		5,110			13,858
Amortization of intangibles		312		8,131		322			8,765
Other non-cash expense (income)		724		68		(765	)		27
EBITDA excluding non-cash items	$	14,991	$	40,036	$	6,496		$	61,523

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation			Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,707	$	10,612		$	(118	)	$	17,201
Interest expense, net		1,705		4,099			1,877			7,681
Provision for income taxes		4,483		7,398			1,963			13,844
Depreciation(1)		1,846		5,892			3,215			10,953
Amortization of intangibles		312		7,979			337			8,628
Loss on disposal of assets		—		106			—			106
Other non-cash expense (income)		662		(68	)		(2,181	)		(1,587	)
EBITDA excluding non-cash items	$	15,715	$	36,018		$	5,093		$	56,826

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

50

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Reportable Segments  – (continued)

Reconciliation of total reportable segments’ EBITDA excluding non-cash items to consolidated net income before income taxes are as follows ($ in thousands):

	Quarter Ended March 31,
	2014			2013
Total reportable segments EBITDA excluding non-cash items	$	61,523		$	56,826
Interest income		64			94
Interest expense		(14,011	)		(7,686	)
Depreciation(1)		(13,858	)		(10,953	)
Amortization of intangibles		(8,765	)		(8,628	)
Loss on disposal of assets		—			(106	)
Selling, general and administrative – corporate		(1,046	)		(1,606	)
Fees to manager		(8,994	)		(29,177	)
Equity in earnings and amortization charges of investee		14,287			10,462
Other (expense) income, net		(554	)		1,990
Total consolidated net income before income taxes	$	28,646		$	11,216

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

Capital expenditures for the Company’s reportable segments were as follows ($ in thousands):

	Quarter Ended March 31,
	2014		2013
Hawaii Gas	$	3,565	$	3,463
Atlantic Aviation		8,725		3,674
Contracted Power and Energy		9,323		7,697
Total	$	21,613	$	14,834

Property, equipment, land and leasehold improvements, goodwill and total assets for the Company’s reportable segments as of March 31^st were as follows ($ in thousands):

	Property, Equipment, Land and Leasehold Improvements				Goodwill				Total Assets
	2014		2013		2014		2013		2014		2013
Hawaii Gas	$	185,884	$	171,400	$	120,193	$	120,193	$	400,040	$	393,675
Atlantic Aviation		284,099		256,097		376,204		375,800		1,381,448		1,306,478
Contracted Power and Energy		384,704		291,134		17,946		18,647		487,203		369,028
Total	$	854,687	$	718,631	$	514,343	$	514,640	$	2,268,691	$	2,069,181

51

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Reportable Segments  – (continued)

Reconciliation of reportable segments’ total assets to consolidated total assets ($ in thousands):

	As of March 31,
	2014		2013
Total assets of reportable segments	$	2,268,691	$	2,069,181
Investment in IMTT		89,434		85,682
Corporate and other		102,513		102,871
Total consolidated assets	$	2,460,638	$	2,257,734

11. Related Party Transactions

Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (the Manager)

At March 31, 2014 and December 31, 2013, the Manager held 3,282,297 LLC interests and 3,120,187 LLC interests, respectively, of the Company. Pursuant to the terms of the management services agreement, or Management Agreement, the Manager may sell these LLC interests at any time. Under the Management Agreement, the Manager, at its option, may reinvest performance fees and base management fees in LLC interests of the Company.

Since January 1, 2013, the Company paid the Manager cash dividends on LLC interests held for the following periods:

Declared	Period Covered		$ per LLC Interest		Record Date		Payable Date		Amount Paid to Manager (in thousands)
April 28, 2014		First quarter 2014	$	0.9375		May 12, 2014		May 15, 2014	$	(1)
February 18, 2014		Fourth quarter 2013	$	0.9125		March 3, 2014		March 6, 2014	$	2,945
October 25, 2013		Third quarter 2013	$	0.875		November 11, 2013		November 14, 2013	$	2,442
July 29, 2013		Second quarter 2013	$	0.875		August 12, 2013		August 15, 2013	$	2,744
April 26, 2013		First quarter 2013	$	0.6875		May 13, 2013		May 16, 2013	$	1,872

(1) The amount of dividend payable to the Manager for the first quarter of 2014 will be determined on May 12, 2014, the record date.

Under the Management Agreement, the Manager manages the Company’s day-to-day operations and oversees the management teams of the Company’s operating businesses. In addition, the Manager has the right to appoint the Chairman of the Board of the Company and an alternate, subject to minimum equity ownership, and to assign, or second, to the Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required.

In accordance with the Management Agreement, the Manager is entitled to a base management fee based primarily on the Company’s market capitalization, and potentially a performance fee, based on the performance of the Company’s stock relative to a U.S. utilities index. For the quarters ended March 31, 2014 and 2013, the Company recorded base management fees of $9.0 million and $7.1 million, respectively. In addition, for the quarter ended March 31, 2013, the Company incurred performance fees of $22.0 million. For the quarter ended March 31, 2014, the Manager did not earn a performance fee. In all of these periods, the Manager elected to reinvest these fees in additional LLC interests.

52

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

11. Related Party Transactions  – (continued)

The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in due to manager-related party in the consolidated condensed balance sheets. The following table shows the Manager’s election to reinvest its base management fees and performance fees, if any, in additional LLC interests:

Period	Base Management Fee Amount ($ in thousands)		Performance Fee Amount ($ in thousands)		LLC Interests Issued
2014 Activities:
First quarter 2014	$	8,994	$	—		164,546	(1)
2013 Activities:
Fourth quarter 2013	$	8,455	$	—		155,943
Third quarter 2013		8,336		6,906		278,480
Second quarter 2013		8,053		24,440		603,936
First quarter 2013		7,135		22,042		522,638

(1) The Manager elected to reinvest the first quarter of 2014 base management fees in LLC interests. The Company issued 164,546 LLC interests, of which 55,545 LLC interests were issued in April of 2014 for the March of 2014 base management fees.

The Manager is not entitled to any other compensation and all costs incurred by the Manager, including compensation of seconded staff, are paid by the Manager out of its base management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries and investments, income taxes, audit and legal fees, acquisitions and dispositions and its compliance with applicable laws and regulations. During the quarters ended March 31, 2014 and 2013, the Manager charged the Company $72,000 and $124,000, respectively, for reimbursement of out-of-pocket expenses. The unpaid portion of the out-of-pocket expenses at the end of the reporting period is included in due to manager-related party in the consolidated condensed balance sheets.

Advisory and Other Services from the Macquarie Group

The Macquarie Group, and wholly-owned subsidiaries within the Macquarie Group, including Macquarie Bank Limited, or MBL, and Macquarie Capital (USA) Inc., or MCUSA, have provided various advisory and other services and incurred expenses in connection with the Company’s equity raising activities, acquisitions and debt structuring for the Company and its businesses. Underwriting fees are recorded in members’ equity as a direct cost of equity offerings. Advisory fees and out-of-pocket expenses relating to acquisitions are expensed as incurred. Debt arranging fees are deferred and amortized over the term of the credit facility.

MIC engaged MCUSA in connection with its ongoing initiative to bring Liquefied Natural Gas to the state of Hawaii. During the year ended December 31, 2013, Hawaii Gas incurred $132,000, of which $7,000 related to out-of-pocket expenses incurred in the first quarter of 2013, in fees to MCUSA for such services. No amounts were incurred during the quarter ended March 31, 2014.

The district energy business’ credit facilities mature in September of 2014. During 2013, the Company engaged MCUSA to assist in identifying and analyzing various alternatives for paying these obligations prior to maturity and obtaining other credit facilities. At March 31, 2014, no amounts had been incurred under this arrangement.

The Company completed underwritten public offerings and sales of LLC interests in December of 2013 and May of 2013. In both offerings, MCUSA served as a joint book-running manager and an underwriter and received $2.6 million and $2.4 million, respectively, from the Company for such services.

53

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

11. Related Party Transactions  – (continued)

During 2013, the Company engaged MCUSA as Joint Bookrunner, Joint Lead Arranger and Syndication Agent in connection with the refinancing of the long-term debt facilities of Atlantic Aviation. Atlantic Aviation closed the refinancing on May 31, 2013. Atlantic Aviation paid $4.0 million to MCUSA for such services, of which $12,000 related to out-of-pocket expenses.

In December of 2013, Atlantic Aviation entered into an equity bridge loan for $70.0 million, of which $35.0 million was provided by MIHI LLC, an entity within Macquarie Group. The Company engaged MCUSA as Joint Bookrunner and Joint Lead Arranger. This equity bridge loan was never drawn by the business and subsequently cancelled. During the quarter ended March 31, 2014, Atlantic Aviation incurred and paid $88,000 in commitment fees to MCUSA related to this equity bridge loan.

On January 22, 2014, Atlantic Aviation entered into an incremental $100.0 million term loan facility on the same terms as the AA Credit Agreement. The Company engaged MCUSA as Joint Bookrunner and paid $16,000 in fees during January of 2014. See further discussion in Note 7, “Long-Term Debt”.

Long-Term Debt

As discussed in Note 7, “Long-Term Debt”, Atlantic Aviation entered into a credit agreement on May 31, 2013. The credit agreement provides for a seven-year, $465.0 million senior secured first lien term loan facility and a five-year, $70.0 million senior secured first lien revolving credit facility. The $70.0 million revolving credit facility is provided by various financial institutions, including MBL which provides $15.7 million. At March 31, 2014 and December 31, 2013, the revolving credit facility remained undrawn. For the quarter ended March 31, 2014 and year ended December 31, 2013, Atlantic Aviation incurred $26,000 and $65,000, respectively, in commitment fees related to MBL’s portion of the revolving credit facility.

Other Transactions

Macquarie, through the Macquarie Insurance Facility (“MIF”), has an aggregated insurance buying program. By combining the insurance premiums of Macquarie owned and managed funds, MIF has been able to deliver competitive terms to businesses that participate in the facility. MIF earns a commission from the insurers. No payments were made to MIF by the Company during the quarters ended March 31, 2014 and 2013. In February of 2014, the Company renewed its Directors and Officers liability insurance utilizing several of the MIF insurers.

Atlantic Aviation, Hawaii Gas and Contracted Power and Energy purchase and renew property and casualty insurance coverage on an ongoing basis from insurance underwriters who then pay commissions to MIF. For the quarters ended March 31, 2014 and 2013, no payments were made directly to MIF for property and casualty insurance.

Atlantic Aviation entered into a copiers lease agreement with Macquarie Equipment Finance, or MEF, an indirect subsidiary of Macquarie Group Limited. For the quarters ended March 31, 2014 and 2013, Atlantic Aviation incurred $6,000 in each period in lease expense on these copiers. As of March 31, 2014 and 2013, Atlantic Aviation had prepaid the April monthly payment to MEF for $2,000, which is included in prepaid expenses in the consolidated condensed balance sheet for respective periods.

Hawaii Gas entered into licensing agreements with Utility Service Partners, Inc. and America’s Water Heater Rentals, LLC, both indirect subsidiaries of Macquarie Group Limited, to enable these entities to offer products and services to Hawaii Gas’s customer base. No payments were made under these arrangements during the quarters ended March 31, 2014 and 2013.

In addition, the Company and several of its subsidiaries have entered into a licensing agreement with the Macquarie Group related to the use of the Macquarie name and trademark. The Macquarie Group does not charge the Company any fees for this license.

54

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Income Taxes

The Company expects to incur federal consolidated taxable income for the year ending December 31, 2014, which will be fully offset by the Company’s federal net operating loss, (“NOL”) carryforwards. The Company believes that it will be able to utilize its federal prior year NOLs, except for approximately $7.8 million. During the quarter ended March 31, 2014, the Company recorded a decrease of approximately $905,000 to the valuation allowance for the realization of deferred tax assets attributable to certain state NOLs. Two of the Company’s businesses, IMTT and its district energy business, a component of the Contracted Power and Energy segment, are less than 80% owned by the Company and those businesses file separate federal consolidated income tax returns.

13. Legal Proceedings and Contingencies

The subsidiaries of MIC Inc. are subject to legal proceedings arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions, and does not believe the outcome of any pending legal proceedings will be material to the Company’s financial position or result of operations.

14. Subsequent Events

Atlantic Aviation — Acquisitions

On April 30, 2014, Atlantic Aviation completed the acquisition of the assets and liabilities of Galaxy Aviation and Boca Aviation (collectively the “Galaxy Acquisitions”). The Galaxy Acquisitions included substantially all of the assets of six FBOs and one new hangar that is currently under construction at one of the six airports at which the FBOs operate. The aggregate purchase price of $230.0 million was funded using cash that had previously been raised or generated and debt facilities that had previously been arranged.

Dividend

On April 28, 2014, the board of directors declared a dividend of $0.9375 per share for the quarter ended March 31, 2014, which is expected to be paid on May 15, 2014 to holders of record on May 12, 2014.

IMTT First Quarter of 2014 Distribution

Distributions calculated in accordance with the Shareholders’ Agreement between MIC and its co-investor in IMTT (“Voting Trust”) for the first quarter of 2014 were $58.5 million ($29.3 million per shareholder). On April 22, 2014, the Board of IMTT unanimously declared a distribution of this amount. The first quarter of 2014 distribution was paid on April 28, 2014.

District Energy — Stock Purchase Agreement

In April of 2014, the Company signed a Stock Purchase Agreement to sell its interest in the district energy business. The sale is expected to conclude in the second half of 2014, subject to certain customary closing conditions, and the net proceeds are expected to be reinvested in the Contracted Power and Energy business.

55

MACQUARIE INFRASTRUCTURE COMPANY LLC
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

14. Subsequent Events  – (continued)

PART II
 
OTHER INFORMATION

Item 1. Legal Proceedings

There have been no changes to legal proceedings set forth under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 19, 2014.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 19, 2014.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

An exhibit index has been filed as part of this Report on page E-1 and is incorporated herein by reference.

56

SIGNATURES

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

MACQUARIE INFRASTRUCTURE COMPANY LLC (Registrant)

Dated: April 30, 2014	By: /s/ James Hooke Name: James Hooke Title: Chief Executive Officer
Dated: April 30, 2014	By: /s/ Todd Weintraub Name: Todd Weintraub Title: Chief Financial Officer

57

EXHIBIT INDEX

Number	Description
3.1	Third Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 22, 2007)
3.2	Amended and Restated Certificate of Formation of Macquarie Infrastructure Assets LLC (incorporated by reference to Exhibit 3.8 of Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-116244))
31.1*	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32.1**	Section 1350 Certification of Chief Executive Officer
32.2**	Section 1350 Certification of Chief Financial Officer
101.0*	The following materials from the Quarterly Report on Form 10-Q of Macquarie Infrastructure Company LLC for the quarter ended March 31, 2014, filed on April 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013, (ii) the Consolidated Condensed Statements of Operations for the quarters ended March 31, 2014 and 2013 (Unaudited), (iii) the Consolidated Condensed Statements of Comprehensive Income for the quarters ended March 31, 2014 and 2013 (Unaudited), (iv) the Consolidated Condensed Statements of Cash Flows for the quarters ended March 31, 2014 and 2013 (Unaudited) and (v) the Notes to Consolidated Condensed Financial Statements (Unaudited).

* Filed herewith.

** Furnished herewith.

E-1

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, James Hooke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Macquarie Infrastructure Company LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 30, 2014	By: /s/ James Hooke James Hooke Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Todd Weintraub, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Macquarie Infrastructure Company LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 30, 2014	By: /s/ Todd Weintraub Todd Weintraub Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Macquarie Infrastructure Company LLC (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Hooke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ James Hooke

James Hooke
Chief Executive Officer
April 30, 2014

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Macquarie Infrastructure Company LLC (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd Weintraub, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Todd Weintraub

Todd Weintraub
Chief Financial Officer
April 30, 2014

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Long-Term Debt (Schedule of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Current and long-term debt	$ 987,910	$ 994,110
Less: current portion	(160,181)	(163,083)
Long-term portion	827,729	831,027
Hawaii Gas [Member]
Debt Instrument [Line Items]
Current and long-term debt	180,000	180,000
Atlantic Aviation [Member]
Debt Instrument [Line Items]
Current and long-term debt	516,354	517,773
Contracted Power and Energy [Member]
Debt Instrument [Line Items]
Current and long-term debt	$ 291,556	$ 296,337

XML

Related Party Transactions (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended				1 Months Ended	3 Months Ended		12 Months Ended	1 Months Ended		3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended	3 Months Ended
	Dec. 31, 2013	May 31, 2013	Mar. 31, 2014	May 31, 2013 Revolving Credit Facility [Member] Macquarie Bank Limited [Member]	Jan. 22, 2014 Atlantic Aviation [Member]	Mar. 31, 2014 Atlantic Aviation [Member]	Mar. 31, 2013 Atlantic Aviation [Member]	Dec. 31, 2013 Atlantic Aviation [Member]	May 31, 2013 Atlantic Aviation [Member] Secured Debt [Member]	May 31, 2013 Atlantic Aviation [Member] Revolving Credit Facility [Member]	Mar. 31, 2014 Atlantic Aviation [Member] Revolving Credit Facility [Member]	Dec. 31, 2013 Atlantic Aviation [Member] Revolving Credit Facility [Member]	Dec. 31, 2013 Atlantic Aviation [Member] MIHI LLC [Member]	Mar. 31, 2013 Hawaii Gas Business [Member]	Dec. 31, 2013 Hawaii Gas Business [Member]	Mar. 31, 2014 Macquarie Infrastructure Management (USA) Inc. [Member]	Dec. 31, 2013 Macquarie Infrastructure Management (USA) Inc. [Member]	Sep. 30, 2013 Macquarie Infrastructure Management (USA) Inc. [Member]	Jun. 30, 2013 Macquarie Infrastructure Management (USA) Inc. [Member]	Mar. 31, 2013 Macquarie Infrastructure Management (USA) Inc. [Member]
Related Party Transaction [Line Items]
LLC Interests of the Company held by Manager, a related party																3,282,297	3,120,187
Number of employees			2
Base management fees settled in LLC interests																$ 8,994	$ 8,455	$ 8,336	$ 8,053	$ 7,135
Performance fee settled in LLC interests																		6,906	24,440	22,042
Reimbursement of out-of-pocket expenses								12						7		72				124
Advisory fees	2,600	2,400			16			4,000							132
Lease expense on copiers						6	6
Prepaid monthly payment	10,132		8,654			2	2
Debt instrument, term									7 years	5 years
Current and long-term debt	994,110		987,910			516,354		517,773
Borrowing capacity				15,700	100,000			70,000	465,000	70,000			35,000
Commitment fee						$ 88					$ 26	$ 65

XML

Reportable Segments (Schedule of Revenue From External Customers) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenue from Product Sales
Product Sales	$ 183,801	$ 174,115
Product sales - utility	35,145	36,921
Total Revenue from Product Sales	218,946	211,036
Other Revenue
Other Revenue	56,502	52,115
Other Revenue	56,502	52,115
Other Revenue
Financing and equipment lease	747	1,055
Financing and equipment lease income	747	1,055
Total Revenue	276,195	264,206
Hawaii Gas [Member]
Revenue from Product Sales
Product Sales	34,206	32,085
Product sales - utility	35,145	36,921
Total Revenue from Product Sales	69,351	69,006
Other Revenue
Other Revenue
Other Revenue
Other Revenue
Financing and equipment lease
Financing and equipment lease income
Total Revenue	69,351	69,006
Atlantic Aviation [Member]
Revenue from Product Sales
Product Sales	145,937	140,344
Product sales - utility
Total Revenue from Product Sales	145,937	140,344
Other Revenue
Other Revenue	48,024	43,796
Other Revenue	48,024	43,796
Other Revenue
Financing and equipment lease
Financing and equipment lease income
Total Revenue	193,961	184,140
Contracted Power and Energy [Member]
Revenue from Product Sales
Product Sales	3,658	1,686
Product sales - utility
Total Revenue from Product Sales	3,658	1,686
Other Revenue
Other Revenue	8,478	8,319
Other Revenue	8,478	8,319
Other Revenue
Financing and equipment lease	747	1,055
Financing and equipment lease income	747	1,055
Total Revenue	$ 12,883	$ 11,060

XML

Related Party Transactions (Schedule of Dividends) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Dividend One [Member]
Dividends Payable [Line Items]
Declared	Apr. 26, 2013
Period Covered	First quarter 2013
$ per LLC Interest	$ 0.6875
Record Date	May 13, 2013
Payable Date	May 16, 2013
Dividend Two [Member]
Dividends Payable [Line Items]
Declared	Jul. 29, 2013
Period Covered	Second quarter 2013
$ per LLC Interest	$ 0.875
Record Date	Aug. 12, 2013
Payable Date	Aug. 15, 2013
Dividend Three [Member]
Dividends Payable [Line Items]
Declared	Oct. 25, 2013
Period Covered	Third quarter 2013
$ per LLC Interest	$ 0.875
Record Date	Nov. 11, 2013
Payable Date	Nov. 14, 2013
Dividend Four [Member]
Dividends Payable [Line Items]
Declared	Feb. 18, 2014
Period Covered	Fourth quarter 2013
$ per LLC Interest	$ 0.9125
Record Date	Mar. 03, 2014
Payable Date	Mar. 06, 2014
Dividend Five [Member]
Dividends Payable [Line Items]
Declared	Apr. 28, 2014
Period Covered	First quarter 2014
$ per LLC Interest	$ 0.9375
Record Date	May 12, 2014
Payable Date	May 15, 2014

XML

Reportable Segments (Narrative) (Details)	3 Months Ended
	Mar. 31, 2014 MW
Segment Reporting Information [Line Items]
Number of reportable segments	3
Percentage of interests in bulk liquid terminals business	50.00%
Number of Airport Locations	63
Capacity of Power generating units (MW)	57
Minimum [Member]
Segment Reporting Information [Line Items]
Life of Power Purchase Agreements	20 years
Maximum [Member]
Segment Reporting Information [Line Items]
Life of Power Purchase Agreements	25 years
United States- IMTT [Member]
Segment Reporting Information [Line Items]
Number of marine terminals	10
Contracted Power and Energy [Member]
Segment Reporting Information [Line Items]
Number of solar projects	5

XML

Income per Share (Narrative) (Details)	3 Months Ended
	Mar. 31, 2013 Restricted stock unit grants May 31, 2012 [Member]	Mar. 31, 2013 Restricted stock unit grants February 21, 2013 [Member]	Mar. 31, 2014 Restricted stock unit grants May 20, 2013 [Member]
Class of Stock [Line Items]
Potentially dilutive shares	18,208	895	12,910

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Income Taxes [Line Items]
Number of company businesses owned in less than 80%	2
Percentage of ownership in IMTT	50.00%
Net operating loss carry-forwards	$ 7,800
Change in valuation allowance	$ (905)
International Matex Tank Terminals [Member] | Maximum [Member]
Income Taxes [Line Items]
Percentage of ownership in IMTT	80.00%
District Energy [Member] | Maximum [Member]
Income Taxes [Line Items]
Percentage of ownership in District Energy	80.00%

XML

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Intangible Assets [Abstract]

Schedule of Intangible Assets

	March 31, 2014			December 31, 2013
Contractual arrangements	$	746,231		$	746,231
Non-compete agreements		9,665			9,665
Customer relationships		80,255			80,255
Leasehold rights		2,121			2,121
Trade names		15,671			15,671
Technology		460			460
		854,403			854,403
Less: accumulated amortization		(270,318	)		(261,553	)
Intangible assets, net	$	584,085		$	592,850

Schedule of Goodwill

Goodwill acquired in business combinations, net of disposals	$	637,543
Less: accumulated impairment charges		(123,200	)
Balance at March 31, 2014	$	514,343

XML

Reportable Segments (Schedule of Reconciliation of EBITDA for Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest income	$ 64		$ 94
Interest expense	(14,011)	[1]	(7,686)	[1]
Depreciation	(13,858)		(10,953)
Amortization of intangibles	(8,765)		(8,628)
Loss on extinguishment of debt	(10)
Loss on disposal of assets			(106)
Loss from customer contract termination	(26)
Selling, general and administrative - corporate	(248,570)		(255,858)
Fees to manager	(8,994)		(29,177)
Equity in earnings and amortization charges of investee	14,287		10,462
Total consolidated net income before income taxes	28,646		11,216
Total reportable segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total reportable segments EBITDA excluding non-cash items	61,523		56,826
Interest income	64		94
Interest expense	(14,011)		(7,686)
Depreciation	(13,858)	[2]	(10,953)	[2]
Amortization of intangibles	(8,765)		(8,628)
Loss on disposal of assets			(106)
Selling, general and administrative - corporate	(1,046)		(1,606)
Fees to manager	(8,994)		(29,177)
Equity in earnings and amortization charges of investee	14,287		10,462
Other (expense) income, net	(554)		1,990
Total consolidated net income before income taxes	$ 28,646		$ 11,216

[1] Interest expense includes losses on derivative instruments of $5.3 million and $1.1 million for the quarters ended March 31, 2014 and 2013, respectively, of which net losses of $239,000 and $398,000, respectively, was reclassified from accumulated other comprehensive loss.

[2] Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

XML

Derivative Instruments and Hedging Activities (Schedule of Fair Value of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments - current liabilities	$ (11,283)		$ (13,027)
Not Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member]
Derivatives, Fair Value [Line Items]
Total interest rate derivative contracts - assets	4,281	[1],[2],[3]	6,881	[1],[2],[3]
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments - current assets		[1],[2]	1	[1],[2]
Not Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member]
Derivatives, Fair Value [Line Items]
Fair value of derivative instruments - non-current assets	4,281	[2],[3]	6,880	[2],[3]
Fair value of derivative instruments - current liabilities	(11,283)	[2],[3]	(13,027)	[2],[3]
Total interest rate derivative contracts - liabilities	$ (11,283)	[2],[3]	$ (13,027)	[2],[3]

[1] Derivative contracts represent interest rate caps.

[2] Fair value measurements at reporting date were made using significant other observable inputs ("level 2").

[3] Derivative contracts represent interest rate swaps.

XML

Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Intangible Assets [Abstract]
Contractual arrangements	$ 746,231	$ 746,231
Non-compete agreements	9,665	9,665
Customer relationships	80,255	80,255
Leasehold rights	2,121	2,121
Trade names	15,671	15,671
Technology	460	460
Intangible assets, gross	854,403	854,403
Less: accumulated amortization	(270,318)	(261,553)
Intangible assets, net	$ 584,085	$ 592,850

XML

Reportable Segments (Schedule of Assets of Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Segment Reporting Information [Line Items]
Property, Equipment, Land and Leasehold Improvements	$ 854,687	$ 854,169
Goodwill	514,343	514,494
Total Assets	2,268,691		2,069,181
Hawaii Gas [Member]
Segment Reporting Information [Line Items]
Property, Equipment, Land and Leasehold Improvements	185,884		171,400
Goodwill	120,193		120,193
Total Assets	400,040		393,675
Atlantic Aviation [Member]
Segment Reporting Information [Line Items]
Property, Equipment, Land and Leasehold Improvements	284,099		256,097
Goodwill	376,204		375,800
Total Assets	1,381,448		1,306,478
Contracted Power and Energy [Member]
Segment Reporting Information [Line Items]
Property, Equipment, Land and Leasehold Improvements	384,704		291,134
Goodwill	17,946		18,647
Total Assets	487,203		369,028
Total reportable segments [Member]
Segment Reporting Information [Line Items]
Property, Equipment, Land and Leasehold Improvements	854,687		718,631
Goodwill	514,343		514,640
Total Assets	$ 2,268,691		$ 2,069,181

XML

Reportable Segments (Schedule of Segment Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenue	$ 276,195		$ 264,206
Net income	20,366		5,871
Provision for income taxes	8,486	[1]	4,502	[1]
Other non-cash expenses	(692)		1,913
Capital expenditures paid	21,613		14,834
Property, equipment, land and leasehold improvements, net	854,687				854,169
Total assets balance	2,460,638		2,257,734		2,500,865
International Matex Tank Terminals [Member]
Segment Reporting Information [Line Items]
Revenue	148,078		131,485
Net income	30,981		23,330
Interest expense, net	7,133		6,606
Provision for income taxes	21,102		17,121
Depreciation and amortization	18,274		18,422
Other non-cash expenses	1,983		75
EBITDA excluding non-cash items	79,473	[2]	65,554	[2]
Capital expenditures paid	29,621		50,774
Property, equipment, land and leasehold improvements, net	1,275,656		1,227,703
Total assets balance	$ 1,387,624		$ 1,352,411

[1] Includes $95,000 and $158,000 of benefit for income taxes from accumulated other comprehensive loss reclassifications for the quarters ended March 31, 2014 and 2013, respectively.

[2] EBITDA consists of earnings before interest, taxes, depreciation and amortization. Non-cash items that are excluded consist of impairments, derivative gains and losses and all other non-cash income and expense items.

XML

Organization and Description of Business

3 Months Ended

Mar. 31, 2014

Organization and Description of Business [Abstract]

Organization and Description of Business

1. Organization and Description of Business

Macquarie Infrastructure Company LLC, a Delaware limited liability company, was formed on April 13, 2004. Macquarie Infrastructure Company LLC, both on an individual entity basis and together with its consolidated subsidiaries, is referred to in these financial statements as the "Company" or "MIC". The Company owns, operates and invests in a diversified group of infrastructure businesses in the United States. Macquarie Infrastructure Management (USA) Inc. is the Company's manager and is referred to in these financial statements as the Manager. The Manager is a wholly-owned subsidiary within the Macquarie Group of companies, which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide. Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

MIC is a non-operating holding company with a Board of Directors and other corporate governance responsibilities generally consistent with those of a Delaware corporation. MIC has made an election to be treated as a corporation for tax purposes.

The Company owns its businesses through its wholly-owned subsidiary, Macquarie Infrastructure Company Inc., or MIC Inc. The Company's businesses operate predominantly in the United States and consist of the following:

• International Matex Tank Terminals or "IMTT": a 50% interest in a bulk liquid terminals business, which provides bulk liquid storage and handling services at ten marine terminals in the United States and two in Canada and is one of the largest participants in this industry in the U.S., based on storage capacity;

• Hawaii Gas: a full-service gas energy company processing and distributing gas products and providing related services in Hawaii;

• Atlantic Aviation: an airport services business providing products and services, including fuel and aircraft hangaring/parking, to owners and operators of general aviation aircraft at 63 airports in the U.S.; and

• Contracted Power and Energy: consists of controlling interests in five contracted solar power generation facilities located in the southwest U.S. and a 50.01% controlling interest in a district energy business which operates one of the largest district cooling systems in the U.S.

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Derivative Instruments and Hedging Activities (Schedule of Location of Hedging Activities) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense, losses on derivative instruments	$ (5,300)		$ (1,100)
Net loss in accumulated other comprehensive income reclassifications for cash flow hedges	(239)		(398)
Not Designated as Hedging Instrument [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense, losses on derivative instruments	(5,333)	[1]	(1,060)	[2]
Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | Interest Rate Cap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense, losses on derivative instruments	(1)	[1]	(26)	[2]
Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivatives Not Designated as Hedging Instruments -Amount of Gain/(Loss) Recognized in Interest Expense	(5,100)		(636)
Interest expense, losses on derivative instruments	(5,332)	[1]	(1,034)	[2]
Net loss in accumulated other comprehensive income reclassifications for cash flow hedges	$ (239)		$ (398)

[1] Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2014 includes $5.1 million of unrealized derivative losses and $239,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2014 also includes $1,000 of unrealized derivative losses from an interest rate cap contract.

[2] Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2013 includes $636,000 of unrealized derivative losses and $398,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2013 also includes $26,000 of unrealized derivative losses from an interest rate cap contract.

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Reportable Segments (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Revenue From External Customers

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	34,206	$	145,937	$	3,658	$	183,801
Product sales - utility		35,145		-		-		35,145
		69,351		145,937		3,658		218,946
Other Revenue
Service Revenue		-		48,024		8,478		56,502
		-		48,024		8,478		56,502
Financing and Lease Income
Financing and equipment lease		-		-		747		747
		-		-		747		747
Total Revenue	$	69,351	$	193,961	$	12,883	$	276,195

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	32,085	$	140,344	$	1,686	$	174,115
Product sales - utility		36,921		-		-		36,921
		69,006		140,344		1,686		211,036
Other Revenue
Service Revenue		-		43,796		8,319		52,115
		-		43,796		8,319		52,115
Financing and Lease Income
Financing and equipment lease		-		-		1,055		1,055
		-		-		1,055		1,055
Total Revenue	$	69,006	$	184,140	$	11,060	$	264,206

Schedule of EBITDA for Reportable Segments

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,195	$	10,555	$	(1,415	)	$	15,335
Interest expense, net		1,787		9,565		2,645			13,997
Provision for income taxes		4,027		4,915		599			9,541
Depreciation(1)		1,946		6,802		5,110			13,858
Amortization of intangibles		312		8,131		322			8,765
Other non-cash expense (income)		724		68		(765	)		27
EBITDA excluding non-cash items	$	14,991	$	40,036	$	6,496		$	61,523

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation			Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,707	$	10,612		$	(118	)	$	17,201
Interest expense, net		1,705		4,099			1,877			7,681
Provision for income taxes		4,483		7,398			1,963			13,844
Depreciation(1)		1,846		5,892			3,215			10,953
Amortization of intangibles		312		7,979			337			8,628
Loss on disposal of assets		-		106			-			106
Other non-cash expense (income)		662		(68	)		(2,181	)		(1,587	)
EBITDA excluding non-cash items	$	15,715	$	36,018		$	5,093		$	56,826

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

Schedule of Capital Expenditures

	Quarter Ended March 31,
	2014		2013
Hawaii Gas	$	3,565	$	3,463
Atlantic Aviation		8,725		3,674
Contracted Power and Energy		9,323		7,697
Total	$	21,613	$	14,834

Schedule of Assets of Reportable Segments

	Property, Equipment, Land and Leasehold Improvements				Goodwill				Total Assets
	2014		2013		2014		2013		2014		2013
Hawaii Gas	$	185,884	$	171,400	$	120,193	$	120,193	$	400,040	$	393,675
Atlantic Aviation		284,099		256,097		376,204		375,800		1,381,448		1,306,478
Contracted Power and Energy		384,704		291,134		17,946		18,647		487,203		369,028
Total	$	854,687	$	718,631	$	514,343	$	514,640	$	2,268,691	$	2,069,181

Schedule of Reconciliation of Assets of Reportable Segments

	As of March 31,
	2014		2013
Total assets of reportable segments	$	2,268,691	$	2,069,181
Investment in IMTT		89,434		85,682
Corporate and other		102,513		102,871
Total consolidated assets	$	2,460,638	$	2,257,734

Reportable Segment [Member]

Schedule of EBITDA for Reportable Segments

	Quarter Ended March 31,
	2014			2013
Total reportable segments EBITDA excluding non-cash items	$	61,523		$	56,826
Interest income		64			94
Interest expense		(14,011	)		(7,686	)
Depreciation(1)		(13,858	)		(10,953	)
Amortization of intangibles		(8,765	)		(8,628	)
Loss on disposal of assets		-			(106	)
Selling, general and administrative - corporate		(1,046	)		(1,606	)
Fees to manager		(8,994	)		(29,177	)
Equity in earnings and amortization charges of investee		14,287			10,462
Other (expense) income, net		(554	)		1,990
Total consolidated net income before income taxes	$	28,646		$	11,216

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

International Matex Tank Terminals [Member]

Schedule of Segment Information

	As of, and for the Quarter Ended, March 31,
	2014		2013
Revenue	$	148,078	$	131,485
Net income	$	30,981	$	23,330
Interest expense, net		7,133		6,606
Provision for income taxes		21,102		17,121
Depreciation and amortization		18,274		18,422
Other non-cash expenses		1,983		75
EBITDA excluding non-cash items(1)	$	79,473	$	65,554
Capital expenditures paid	$	29,621	$	50,774
Property, equipment, land and leasehold improvements, net		1,275,656		1,227,703
Total assets		1,387,624		1,352,411

(1) EBITDA consists of earnings before interest, taxes, depreciation and amortization. Non-cash items that are excluded consist of impairments, derivative gains and losses and all other non-cash income and expense items.

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Members' Equity (Tables)

3 Months Ended

Mar. 31, 2014

Members' Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

	Cash Flow Hedges, net of taxes(1)			Post-Retirement Benefit Plans, net of taxes			Translation Adjustment, net of taxes(2)			Total Accumulated Other Comprehensive Loss, net of taxes			Noncontrolling Interests			Total Members' Accumulated Other Comprehensive Loss, net of taxes
Balance at December 31, 2012	$	(1,538	)	$	(20,466	)	$	514		$	(21,490	)	$	689		$	(20,801	)
Reclassification of realized losses of derivatives into earnings		250			-			-			250			(120	)		130
Balance at March 31, 2013	$	(1,288	)	$	(20,466	)	$	514		$	(21,240	)	$	569		$	(20,671	)
Balance at December 31, 2013	$	(636	)	$	(8,021	)	$	(46	)	$	(8,703	)	$	258		$	(8,445	)
Reclassification of realized losses of derivatives into earnings		150			-			-			150			(72	)		78
Translation adjustment		-			-			(285	)		(285	)		-			(285	)
Balance at March 31, 2014	$	(486	)	$	(8,021	)	$	(331	)	$	(8,838	)	$	186		$	(8,652	)

(1) Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

(2) Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

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Related Party Transactions (Schedule of Base Management Fees and Performance Fees) (Details) (Macquarie Infrastructure Management (USA) Inc. [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended						1 Months Ended
	Mar. 31, 2014		Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Apr. 30, 2014 Second Amended And Restated Management Service Agreement [Member]
Common Stock Equity [Line Items]
Base management fees to be settled/settled in LLC interests	$ 8,994		$ 8,455	$ 8,336	$ 8,053	$ 7,135
Performance fee settled in LLC interests				$ 6,906	$ 24,440	$ 22,042
LLC Interests Issued	164,546	[1]	155,943	278,480	603,936	522,638	55,545

[1] The Manager elected to reinvest the first quarter of 2014 base management fees in LLC interests. The Company issued 164,546 LLC interests, of which 55,545 LLC interests were issued in April of 2014 for the March of 2014 base management fees.

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Members' Equity (Narrative) (Details)	Mar. 31, 2014	Dec. 31, 2013	Apr. 08, 2013
Members' Equity [Abstract]
LLC interests, authorized	500,000,000	500,000,000
LLC interest , authorized under Dividend Reinvestment Plan			1,000,000
LLC interest , unissued under Dividend Reinvestment Plan	998,236
Number of votes for each outstanding LLC interest of the Company	1

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Schedule of Dividends

Declared	Period Covered		$ per LLC Interest		Record Date		Payable Date		Amount Paid to Manager (in thousands)
April 28, 2014		First quarter 2014	$	[0.9375]		May 12, 2014		May 15, 2014	$	(1)
February 18, 2014		Fourth quarter 2013	$	0.9125		March 3, 2014		March 6, 2014	$	2,945
October 25, 2013		Third quarter 2013	$	0.875		November 11, 2013		November 14, 2013	$	2,442
July 29, 2013		Second quarter 2013	$	0.875		August 12, 2013		August 15, 2013	$	2,744
April 26, 2013		First quarter 2013	$	0.6875		May 13, 2013		May 16, 2013	$	1,872

(1) The amount of dividend payable to the Manager for the first quarter of 2014 will be determined on May 12, 2014, the record date.

Schedule of Base Management Fees and Performance Fees

Period	Base Management Fee Amount ($ in thousands)		Performance Fee Amount ($ in thousands)		LLC Interests Issued
2014 Activities:
First quarter 2014	$	8,994	$	-		164,546	(1)
2013 Activities:
Fourth quarter 2013	$	8,455	$	-		155,943
Third quarter 2013		8,336		6,906		278,480
Second quarter 2013		8,053		24,440		603,936
First quarter 2013		7,135		22,042		522,638

(1) The Manager elected to reinvest the first quarter of 2014 base management fees in LLC interests. The Company issued 164,546 LLC interests, of which 55,545 LLC interests were issued in April of 2014 for the March of 2014 base management fees.

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Organization and Description of Business (Details)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Percentage of interests in bulk liquid terminals business	50.00%
Number of Airport Locations	63
United States- IMTT [Member]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Number of marine terminals	10
Canada- IMTT [Member]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Number of marine terminals	2
Contracted Power and Energy [Member]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Percentage of controlling interest in district energy business	50.01%
Number of solar projects	5

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating activities
Net income	$ 20,160	$ 6,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	13,858	10,953
Amortization of intangible assets	8,765	8,628
Loss on disposal of assets		106
Equity in earnings and amortization charges of investee	(14,287)	(10,462)
Equity distributions from investee	8,127
Amortization of debt financing costs	1,041	947
Adjustments to derivative instruments	1,094	(1,339)
Base management fees to be settled/settled in LLC interests	8,994	7,135
Performance fees settled in LLC interests		22,042
Equipment lease receivable, net	996	967
Deferred rent	50	64
Deferred taxes	6,439	3,070
Other non-cash expenses (income), net	692	(1,913)
Changes in other assets and liabilities:
Restricted cash	14,643	1,271
Accounts receivable	(6,431)	(6,238)
Inventories	1,973	(2,394)
Prepaid expenses and other current assets	(492)	(2,462)
Due to manager - related party	(116)	(11)
Accounts payable and accrued expenses	(4,166)	(2,001)
Income taxes payable	(69)	94
Other, net	(2,194)	(1,502)
Net cash provided by operating activities	59,077	33,669
Investing activities
Acquisitions of businesses and investments, net of cash acquired	(1,052)
Purchases of property and equipment	(21,613)	(14,834)
Other, net	52	(41)
Net cash used in investing activities	(22,613)	(14,875)
Financing activities
Proceeds from long-term debt	4,884	21,192
Dividends paid to holders of LLC interests	(51,469)
Proceeds from the issuance of LLC interests pursuant to MIC Direct	72
Contributions received from noncontrolling interests		2,000
Distributions paid to noncontrolling interests	(656)	(247)
Payment of long-term debt	(11,084)	(28,050)
Debt financing costs paid	(1,050)
Change in restricted cash	(1,506)
Payment of notes and capital lease obligations	(454)	(485)
Other, net	(5)	(133)
Net cash used in financing activities	(61,268)	(5,723)
Net change in cash and cash equivalents	(24,804)	13,071
Cash and cash equivalents, beginning of period	233,373	141,376
Cash and cash equivalents, end of period	208,569	154,447
Non-cash investing and financing activities:
Accrued equity offering costs	1	195
Accrued financing costs		665
Accrued purchases of property and equipment	1,797	5,755
Acquisition of equipment through capital leases		1,135
Issuance of LLC interests to manager for performance fees		43,820
Issuance of LLC interests to manager for base management fees	8,777	6,299
Conversion of construction loan to term loan	60,360
Distributions payable to noncontrolling interests	128	214
Taxes paid	2,116	1,338
Interest paid	$ 11,351	$ 8,471

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Income per Share (Schedule of Reconciliation of Income per Share) (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income per Share [Abstract]
Weighted average number of shares outstanding: basic	56,369,295	47,584,661
Dilutive effect of restricted stock unit grants	12,910	18,596
Weighted average number of shares outstanding: diluted	56,382,205	47,603,257

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Long-Term Debt (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			1 Months Ended				3 Months Ended					1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Feb. 28, 2014 Davis Monthan Air Force Base [Member]	Feb. 28, 2014 Valley Center [Member]	Feb. 28, 2014 Ramona [Member]	Apr. 30, 2014 District Energy [Member]	Mar. 31, 2014 District Energy [Member]	Mar. 31, 2014 Atlantic Aviation [Member]	Jan. 22, 2014 Atlantic Aviation [Member]	Dec. 31, 2013 Atlantic Aviation [Member]	Mar. 31, 2014 Atlantic Aviation [Member] Stand-alone debt facility [Member]	May 31, 2013 Atlantic Aviation [Member] Secured Debt [Member]	May 31, 2013 Atlantic Aviation [Member] Revolving Credit Facility [Member]	Nov. 07, 2013 Atlantic Aviation [Member] Incremental Term Loan [Member]	Mar. 31, 2014 Contracted Power and Energy [Member]	Dec. 31, 2013 Contracted Power and Energy [Member]	Mar. 31, 2014 Contracted Power and Energy [Member] Solar Power Generation Business [Member]
Debt Instrument [Line Items]
Borrowing capacity										$ 100,000	$ 70,000		$ 465,000	$ 70,000	$ 50,000
Current portion of long-term debt	160,181		163,083					149,900				551						4,600
Payment of long-term debt	11,084	28,050					2,100	4,200
Interest rate				5.138%	5.60%	5.47%
Maturity				Dec. 01, 2033	Sep. 01, 2036	Sep. 01, 2036		Sep. 01, 2014
Debt instrument, term													7 years	5 years	7 years
Current and long-term debt	987,910		994,110						516,354		517,773	5,100				291,556	296,337	141,700
Total debt principal at issuance				$ 27,600	$ 16,900	$ 15,900
Fixed portion of interest rate component													2.50%	2.50%	2.50%
Term loan interest rate floor													0.75%		0.75%
Fixed rate, term													6 years		6 years

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Reportable Segments (Schedule of Reconciliation of Assets of Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Reportable Segments [Abstract]
Total assets of reportable segments	$ 2,268,691		$ 2,069,181
Investment in IMTT	89,434	83,703	85,682
Corporate and other	102,513		102,871
Total assets	$ 2,460,638	$ 2,500,865	$ 2,257,734

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CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 208,569	$ 233,373
Restricted cash	38,562	51,884
Accounts receivable, less allowance for doubtful accounts of $1,121 and $953, respectively	66,990	60,823
Inventories	24,779	25,834
Prepaid expenses	8,654	10,132
Deferred income taxes	5,320	6,197
Equipment lease receivables current	8,690	8,515
Other	11,140	9,792
Total current assets	372,704	406,550
Property, equipment, land and leasehold improvements, net	854,687	854,169
Equipment lease receivables non-current	15,019	16,155
Investment in unconsolidated business	89,434	83,703
Goodwill	514,343	514,494
Intangible assets, net	584,085	592,850
Deferred financing costs, net of accumulated amortization	22,356	22,740
Other	8,010	10,204
Total assets	2,460,638	2,500,865
Current liabilities:
Due to manager - related party	3,134	3,032
Accounts payable	29,567	28,850
Accrued expenses	29,021	42,713
Current portion of long-term debt	160,181	163,083
Fair value of derivative instruments	11,283	13,027
Other	18,689	20,747
Total current liabilities	251,875	271,452
Long-term debt, net of current portion	827,729	831,027
Deferred income taxes	195,226	189,719
Other	55,648	55,399
Total liabilities	1,330,478	1,347,597
Commitments and contingencies
Members' equity:
LLC interests, no par value; 500,000,000 authorized; 56,459,047 LLC interests issued and outstanding at March 31, 2014 and 56,295,595 LLC interests issued and outstanding at December 31, 2013	1,184,108	1,226,733
Additional paid in capital	21,447	21,447
Accumulated other comprehensive loss	(8,652)	(8,445)
Accumulated deficit	(177,141)	(197,507)
Total members' equity	1,019,762	1,042,228
Noncontrolling interests	110,398	111,040
Total equity	1,130,160	1,153,268
Total liabilities and equity	$ 2,460,638	$ 2,500,865

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Members' Equity (Schedule of Accumulated Other Comprehensive Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ (8,445)
Reclassification of realized losses of derivatives into earnings	(150)	[1]	(250)	[1]
Translation adjustment	(285)	[2]		[2]
Ending Balance	(8,652)
Net loss in accumulated other comprehensive income reclassifications for cash flow hedges	(239)		(398)
Reclassification of realized losses of derivatives into earnings, taxes	95		158
Loss in accumulated other comprehensive income reclassifications for cash flow hedges from unconsolidated business	(10)		(15)
Reclassification of realized losses of derivatives into earnings from unconsolidated business, taxes	4		5
Translation adjustment, taxes	154
Cash Flow Hedges, net of taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(636)	[1]	(1,538)	[1]
Reclassification of realized losses of derivatives into earnings	150	[1]	250	[1]
Translation adjustment		[1]
Ending Balance	(486)	[1]	(1,288)	[1]
Post-Retirement Benefit Plans, net of taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(8,021)		(20,466)
Reclassification of realized losses of derivatives into earnings
Translation adjustment
Ending Balance	(8,021)		(20,466)
Translation Adjustment, net of taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(46)	[2]	514	[2]
Reclassification of realized losses of derivatives into earnings		[2]		[2]
Translation adjustment	(285)	[2]
Ending Balance	(331)	[2]	514	[2]
Total Accumulated Other Comprehensive Loss, net of taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(8,703)		(21,490)
Reclassification of realized losses of derivatives into earnings	150		250
Translation adjustment	(285)
Ending Balance	(8,838)		(21,240)
Noncontrolling Interests [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	258		689
Reclassification of realized losses of derivatives into earnings	(72)		(120)
Translation adjustment
Ending Balance	186		569
Total Members Accumulated Other Comprehensive Loss Net Of Taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(8,445)		(20,801)
Reclassification of realized losses of derivatives into earnings	78		130
Translation adjustment	(285)
Ending Balance	$ (8,652)		$ (20,671)

[1] Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

[2] Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

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CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Net income	$ 20,160		$ 6,714
Other comprehensive (loss) income, net of taxes:
Reclassification of realized losses of derivatives into earnings	150	[1]	250	[1]
Translation adjustment	(285)	[2]		[2]
Other comprehensive (loss) income	(135)		250
Comprehensive income	20,025		6,964
Less: comprehensive (loss) income attributable to noncontrolling interests	(134)		963
Comprehensive income attributable to MIC LLC	$ 20,159		$ 6,001

[1] Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

[2] Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

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Property, Equipment, Land and Leasehold Improvements (Schedule of Property and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Property, Equipment, Land and Leasehold Improvements [Abstract]
Land	$ 4,854	$ 4,854
Easements	5,624	5,624
Buildings	25,143	25,143
Leasehold and land improvements	359,398	357,903
Machinery and equipment	688,896	674,839
Furniture and fixtures	11,771	11,416
Construction in progress	32,439	35,637
Property held for future use	1,975	1,975
Property, equipment, land and leasehold improvements, gross	1,130,100	1,117,391
Less: accumulated depreciation	(275,413)	(263,222)
Property, equipment, land and leasehold improvements, net	$ 854,687	$ 854,169

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Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

Atlantic Aviation - Acquisitions

[On April [30], 2014, Atlantic Aviation completed the acquisition of the assets and liabilities of Galaxy Aviation and Boca Aviation (collectively the "Galaxy Acquisitions"). The Galaxy Acquisitions included substantially all of the assets of six FBOs and one new hangar that is currently under construction at one of the six airports at which the FBOs operate. The aggregate purchase price of $230.0 million was funded using cash that had previously been raised or generated and debt facilities that had previously been arranged.]

Dividend

On April 28, 2014, the board of directors declared a dividend of [$0.9375] per share for the quarter ended March 31, 2014, which is expected to be paid on May 15, 2014 to holders of record on May 12, 2014.

IMTT First Quarter of 2014 Distribution

Distributions calculated in accordance with the Shareholders' Agreement between MIC and its co-investor in IMTT ("Voting Trust") for the first quarter of 2014 were $58.5 million ($29.3 million per shareholder). On April 22, 2014, the Board of IMTT unanimously declared a distribution of this amount. The first quarter of 2014 distribution was paid on April 28, 2014.

District Energy - Stock Purchase Agreement

In April of 2014, the Company signed a Stock Purchase Agreement to sell its interest in the district energy business. The sale is expected to conclude in the second half of 2014, subject to certain customary closing conditions, and the net proceeds are expected to be reinvested in the Contracted Power and Energy business.

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Property, Equipment, Land and Leasehold Improvements (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013 Contracted Power and Energy [Member]	Dec. 06, 2013 Downtown Airport Kansas City, Missouri [Member]
Property, Plant and Equipment [Line Items]
Property, equipment, land and leasehold improvements acquired	$ 45,300	$ 13,800

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Property, Equipment, Land and Leasehold Improvements (Tables)

3 Months Ended

Mar. 31, 2014

Property, Equipment, Land and Leasehold Improvements [Abstract]

Schedule of Property and Equipment

	March 31, 2014			December 31, 2013
Land	$	4,854		$	4,854
Easements		5,624			5,624
Buildings		25,143			25,143
Leasehold and land improvements		359,398			357,903
Machinery and equipment		688,896			674,839
Furniture and fixtures		11,771			11,416
Construction in progress		32,439			35,637
Property held for future use		1,975			1,975
		1,130,100			1,117,391
Less: accumulated depreciation		(275,413	)		(263,222	)
Property, equipment, land and leasehold improvements, net	$	854,687		$	854,169

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CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Net loss in accumulated other comprehensive income reclassifications for cash flow hedges	$ (239)	$ (398)
Reclassification of realized losses of derivatives into earnings, taxes	95	158
Loss in accumulated other comprehensive income reclassifications for cash flow hedges from unconsolidated business	(10)	(15)
Reclassification of realized losses of derivatives into earnings from unconsolidated business, taxes	4	5
Translation adjustment, taxes	$ 154

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CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
CONSOLIDATED CONDENSED BALANCE SHEETS [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 1,121	$ 953
LLC interests, no par value	$ 0.00	$ 0.00
LLC interests, authorized	500,000,000	500,000,000
LLC interests, issued	56,459,047	56,295,595
LLC interests, outstanding	56,459,047	56,295,595

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Members' Equity

3 Months Ended

Mar. 31, 2014

Members' Equity [Abstract]

Members' Equity

9. Members' Equity

LLC Interests

The Company is authorized to issue 500,000,000 LLC interests. Each outstanding LLC interest of the Company is entitled to one vote on any matter with respect to which holders of LLC interests are entitled to vote.

Shelf Registration Statement and MIC Direct

On April 8, 2013, the Company filed an automatic shelf registration statement on Form S-3 ("shelf") with the Securities and Exchange Commission to issue and sell an indeterminate amount of its LLC interests and debt securities in one or more future offerings. Along with the shelf, the Company filed a prospectus supplement with respect to a dividend reinvestment/direct stock purchase program named "MIC Direct". The prospectus supplement relates to the issuance of up to 1.0 million additional LLC interests to participants in MIC Direct. At March 31, 2014, 998,236 LLC interests remained unissued under MIC Direct. The Company may also choose to fill requests for reinvestment of dividends or share purchases through MIC Direct via open market purchases.

Accumulated Other Comprehensive Loss

The following represents the changes and balances to the components of accumulated other comprehensive loss for the quarters ended March 31, 2014 and 2013 ($ in thousands).

	Cash Flow Hedges, net of taxes(1)			Post-Retirement Benefit Plans, net of taxes			Translation Adjustment, net of taxes(2)			Total Accumulated Other Comprehensive Loss, net of taxes			Noncontrolling Interests			Total Members' Accumulated Other Comprehensive Loss, net of taxes
Balance at December 31, 2012	$	(1,538	)	$	(20,466	)	$	514		$	(21,490	)	$	689		$	(20,801	)
Reclassification of realized losses of derivatives into earnings		250			-			-			250			(120	)		130
Balance at March 31, 2013	$	(1,288	)	$	(20,466	)	$	514		$	(21,240	)	$	569		$	(20,671	)
Balance at December 31, 2013	$	(636	)	$	(8,021	)	$	(46	)	$	(8,703	)	$	258		$	(8,445	)
Reclassification of realized losses of derivatives into earnings		150			-			-			150			(72	)		78
Translation adjustment		-			-			(285	)		(285	)		-			(285	)
Balance at March 31, 2014	$	(486	)	$	(8,021	)	$	(331	)	$	(8,838	)	$	186		$	(8,652	)

(1) Reclassification of realized losses of derivatives is composed of (i) pre-tax derivative losses into interest expense of $239,000 and $398,000, respectively, and the related tax benefit of $95,000 and $158,000, respectively, in the consolidated condensed statements of operations; and (ii) pre-tax derivative losses of $10,000 and $15,000, respectively, as an adjustment to investment in unconsolidated business, and an adjustment to deferred taxes of $4,000 and $5,000, respectively, in the consolidated condensed balance sheet for the quarters ended March 31, 2014 and 2013, respectively.

(2) Translation adjustment is presented net of taxes of $154,000 for the quarter ended March 31, 2014.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 29, 2014
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	MIC
Entity Registrant Name	MACQUARIE INFRASTRUCTURE CO LLC
Entity Central Index Key	0001289790
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		56,514,819

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Reportable Segments

3 Months Ended

Mar. 31, 2014

Reportable Segments [Abstract]

Reportable Segments

10. Reportable Segments

The Company's businesses consist of three reportable segments: Hawaii Gas, Atlantic Aviation and Contracted Power and Energy. The Company also has a 50% investment in IMTT, which is accounted for under the equity method. Prior to 2013 year-end, the Company reported the solar power generation businesses and the district energy business in separate reportable segments. The Company assessed its businesses and operating segments and determined to combine these two businesses into one reportable segment covering the Company's long-term Contracted Power and Energy segment, which the Company believes better reflects how these businesses are managed and allocated capital.

Financial information for IMTT's business as a whole is presented below ($ in thousands):

	As of, and for the Quarter Ended, March 31,
	2014		2013
Revenue	$	148,078	$	131,485
Net income	$	30,981	$	23,330
Interest expense, net		7,133		6,606
Provision for income taxes		21,102		17,121
Depreciation and amortization		18,274		18,422
Other non-cash expenses		1,983		75
EBITDA excluding non-cash items(1)	$	79,473	$	65,554
Capital expenditures paid	$	29,621	$	50,774
Property, equipment, land and leasehold improvements, net		1,275,656		1,227,703
Total assets		1,387,624		1,352,411

(1) EBITDA consists of earnings before interest, taxes, depreciation and amortization. Non-cash items that are excluded consist of impairments, derivative gains and losses and all other non-cash income and expense items.

All of the business segments, including the two businesses within Contracted Power and Energy, are managed separately and management has chosen to organize the Company around the distinct products and services offered.

IMTT provides bulk liquid terminal and handling services in North America through ten terminals located on the East, West and Gulf Coasts, the Great Lakes region of the United States and partially owned terminals in Quebec and Newfoundland, Canada. IMTT derives the majority of its revenue from storage and handling of petroleum products, various chemicals, renewable fuels, and vegetable and animal oils. Based on storage capacity, IMTT operates one of the largest third-party bulk liquid terminals businesses in the United States.

The revenue from the Hawaii Gas segment is included in revenue from product sales. Revenue is generated from the distribution and sales of synthetic natural gas, or SNG, and liquefied petroleum gas, or LPG. Revenue is primarily a function of the volume of SNG and LPG consumed by customers and the price per thermal unit or gallon charged to customers. Because both SNG and LPG are derived from petroleum, revenue levels, without organic growth, will generally track global oil prices. The utility revenue of Hawaii Gas reflects fuel adjustment charges, or FACs, through which changes in fuel costs are passed through to customers.

The Atlantic Aviation business segment derives the majority of its revenues from fuel sales and from other airport services, including de-icing, aircraft hangarage and other aviation services. All of the revenue of Atlantic Aviation is generated at airports in the U.S., of which there were 63 at March 31, 2014. Revenues from Atlantic Aviation are included in revenue from product sales and service revenue.

The Contracted Power and Energy business segment derives revenue from the solar power generation and district energy businesses. Revenues from the solar power generation businesses are included in revenue from product sales. As of March 31, 2014, the Company has invested in five utility-scale photovoltaic power generation facilities that are located in the southwest United States that are expected to have an aggregate generating capacity of 57 megawatts of wholesale electricity to utilities. Owners of solar photovoltaic power generation facilities sell substantially all of the electricity generated from these facilities at a fixed price to electric utilities pursuant to a long-term (typically 20 - 25 years) PPAs.

Revenues from the district energy business are included in service revenue and financing and equipment lease income. Included in service revenue is capacity revenue, which relates to monthly fixed contract charges, and consumption revenue, which relates to contractual rates applied to actual usage. Financing and equipment lease income relates to direct financing lease transactions and equipment leases to the business' various customers. Finance lease revenue, recorded on the consolidated condensed statement of operations, is the interest portion of lease payments received from equipment leases with various customers primarily in Las Vegas. The principal portion of the cash receipts on these equipment leases are recorded in the operating activities of the consolidated condensed cash flow statements. The district energy business provides its services to buildings primarily in the downtown Chicago, Illinois area and to a casino and a shopping mall located in Las Vegas, Nevada.

Selected information by segment is presented in the following tables. The tables do not include financial data for the Company's equity investment in IMTT.

Revenue from external customers for the Company's consolidated reportable segments was as follows ($ in thousands):

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	34,206	$	145,937	$	3,658	$	183,801
Product sales - utility		35,145		-		-		35,145
		69,351		145,937		3,658		218,946
Other Revenue
Service Revenue		-		48,024		8,478		56,502
		-		48,024		8,478		56,502
Financing and Lease Income
Financing and equipment lease		-		-		747		747
		-		-		747		747
Total Revenue	$	69,351	$	193,961	$	12,883	$	276,195

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy		Total Reportable Segments
Revenue from Product Sales
Product sales	$	32,085	$	140,344	$	1,686	$	174,115
Product sales - utility		36,921		-		-		36,921
		69,006		140,344		1,686		211,036
Other Revenue
Service Revenue		-		43,796		8,319		52,115
		-		43,796		8,319		52,115
Financing and Lease Income
Financing and equipment lease		-		-		1,055		1,055
		-		-		1,055		1,055
Total Revenue	$	69,006	$	184,140	$	11,060	$	264,206

In accordance with FASB ASC 280 Segment Reporting, the Company has disclosed earnings before interest, taxes, depreciation and amortization ("EBITDA") excluding non-cash items as a key performance metric relied on by management in the evaluation of the Company's performance. Non-cash items include impairments, derivative gains and losses and adjustments for other non-cash items reflected in the statements of operations. The Company believes EBITDA excluding non-cash items provides additional insight into the performance of the operating businesses relative to each other and similar businesses without regard to their capital structure, and their ability to service or reduce debt, fund capital expenditures and/or support distributions to the holding company. EBITDA excluding non-cash items is reconciled to net income or loss.

EBITDA excluding non-cash items for the Company's consolidated reportable segments is shown in the tables below ($ in thousands). Allocations of corporate expenses, intercompany fees and the tax effect have been excluded as they are eliminated on consolidation.

	Quarter Ended March 31, 2014
	Hawaii Gas		Atlantic Aviation		Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,195	$	10,555	$	(1,415	)	$	15,335
Interest expense, net		1,787		9,565		2,645			13,997
Provision for income taxes		4,027		4,915		599			9,541
Depreciation(1)		1,946		6,802		5,110			13,858
Amortization of intangibles		312		8,131		322			8,765
Other non-cash expense (income)		724		68		(765	)		27
EBITDA excluding non-cash items	$	14,991	$	40,036	$	6,496		$	61,523

	Quarter Ended March 31, 2013
	Hawaii Gas		Atlantic Aviation			Contracted Power and Energy			Total Reportable Segments
Net income (loss)	$	6,707	$	10,612		$	(118	)	$	17,201
Interest expense, net		1,705		4,099			1,877			7,681
Provision for income taxes		4,483		7,398			1,963			13,844
Depreciation(1)		1,846		5,892			3,215			10,953
Amortization of intangibles		312		7,979			337			8,628
Loss on disposal of assets		-		106			-			106
Other non-cash expense (income)		662		(68	)		(2,181	)		(1,587	)
EBITDA excluding non-cash items	$	15,715	$	36,018		$	5,093		$	56,826

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

Reconciliation of total reportable segments' EBITDA excluding non-cash items to consolidated net income before income taxes are as follows ($ in thousands):

	Quarter Ended March 31,
	2014			2013
Total reportable segments EBITDA excluding non-cash items	$	61,523		$	56,826
Interest income		64			94
Interest expense		(14,011	)		(7,686	)
Depreciation(1)		(13,858	)		(10,953	)
Amortization of intangibles		(8,765	)		(8,628	)
Loss on disposal of assets		-			(106	)
Selling, general and administrative - corporate		(1,046	)		(1,606	)
Fees to manager		(8,994	)		(29,177	)
Equity in earnings and amortization charges of investee		14,287			10,462
Other (expense) income, net		(554	)		1,990
Total consolidated net income before income taxes	$	28,646		$	11,216

(1) Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

Capital expenditures for the Company's reportable segments were as follows ($ in thousands):

	Quarter Ended March 31,
	2014		2013
Hawaii Gas	$	3,565	$	3,463
Atlantic Aviation		8,725		3,674
Contracted Power and Energy		9,323		7,697
Total	$	21,613	$	14,834

Property, equipment, land and leasehold improvements, goodwill and total assets for the Company's reportable segments as of March 31^st were as follows ($ in thousands):

	Property, Equipment, Land and Leasehold Improvements				Goodwill				Total Assets
	2014		2013		2014		2013		2014		2013
Hawaii Gas	$	185,884	$	171,400	$	120,193	$	120,193	$	400,040	$	393,675
Atlantic Aviation		284,099		256,097		376,204		375,800		1,381,448		1,306,478
Contracted Power and Energy		384,704		291,134		17,946		18,647		487,203		369,028
Total	$	854,687	$	718,631	$	514,343	$	514,640	$	2,268,691	$	2,069,181

Reconciliation of reportable segments' total assets to consolidated total assets ($ in thousands):

	As of March 31,
	2014		2013
Total assets of reportable segments	$	2,268,691	$	2,069,181
Investment in IMTT		89,434		85,682
Corporate and other		102,513		102,871
Total consolidated assets	$	2,460,638	$	2,257,734

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Revenue
Revenue from product sales	$ 183,801		$ 174,115
Revenue from product sales - utility	35,145		36,921
Service revenue	56,502		52,115
Financing and equipment lease income	747		1,055
Total revenue	276,195		264,206
Costs and expenses
Cost of product sales	122,917		116,993
Cost of product sales - utility	29,380		31,489
Cost of services	10,896		10,934
Selling, general and administrative	55,464		49,209
Fees to manager - related party	8,994		29,177
Depreciation	12,154		9,255
Amortization of intangibles	8,765		8,628
Loss on disposal of assets			173
Total operating expenses	248,570		255,858
Operating income	27,625		8,348
Other income (expense)
Interest income	64		94
Interest expense	(14,011)	[1]	(7,686)	[1]
Equity in earnings and amortization charges of investee	14,287		10,462
Other income (expense), net	681		(2)
Net income before income taxes	28,646		11,216
Provision for income taxes	(8,486)	[2]	(4,502)	[2]
Net income	20,160		6,714
Less: net (loss) income attributable to noncontrolling interests	(206)		843
Net income attributable to MIC LLC	$ 20,366		$ 5,871
Basic income per share attributable to MIC LLC interest holders	$ 0.36		$ 0.12
Weighted average number of shares outstanding: basic	56,369,295		47,584,661
Diluted income per share attributable to MIC LLC interest holders	$ 0.36		$ 0.12
Weighted average number of shares outstanding: diluted	56,382,205		47,603,257
Cash dividends declared per share	$ 0.9375		$ 0.6875

[1] Interest expense includes losses on derivative instruments of $5.3 million and $1.1 million for the quarters ended March 31, 2014 and 2013, respectively, of which net losses of $239,000 and $398,000, respectively, was reclassified from accumulated other comprehensive loss.

[2] Includes $95,000 and $158,000 of benefit for income taxes from accumulated other comprehensive loss reclassifications for the quarters ended March 31, 2014 and 2013, respectively.

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Acquisitions

3 Months Ended

Mar. 31, 2014

Acquisitions [Abstract]

Acquisitions

4. Acquisitions

Contracted Power and Energy Acquisitions

During 2013, the Company invested in three utility-scale solar photovoltaic contracted power generation facilities, one at Davis Monthan Air Force Base (the "DMAFB Project") located in Tucson, Arizona, one in Valley Center, California (the "Valley Center Project") and one near Ramona, California (the "Ramona Project"). These three projects commenced operations during December of 2013 and have a combined generating capacity of 27 megawatts ("MWac") of electricity.

The acquisition price can vary depending on, among other things, factors such as the size of project, power purchase agreement ("PPA") contract terms, eligibility for tax incentives, debt package, operating cost structure and development stage. A completed project takes out all of the construction risk, testing and costs associated with construction contracts.

The solar power generation businesses, within the Contracted Power and Energy segment, are held in LLCs with a co-investor. Each project's taxable income for the first five years is expected to be a loss due to accelerated depreciation, with 99% of the taxable loss, subject to certain adjustments that are not expected to be significant, allocated to the co-investor. Accordingly, these projects should have a nominal effect on MIC's consolidated current taxable income for at least the first five years of each project. The projects do not pay federal or state income taxes on a standalone basis, as the projects are treated as a partnership for tax purposes, with each member paying federal and state income taxes on their allocated taxable income.

MIC has certain rights to make decisions over the management and operations of the projects and the Company has determined that it is appropriate to consolidate the projects with the co-investor's interest reflected as a "noncontrolling interest" in the consolidated condensed financial statements.

Acquisition of - Davis Monthan Air Force Base, Arizona

On July 19, 2013, the Company contributed $7.9 million, as a capital investment, and completed the acquisition of the DMAFB Project for an initial purchase price of $11.0 million subject to customary closing conditions described below. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $23.0 million during the fourth quarter of 2013. The purchase price was adjusted by $1.5 million in the first quarter of 2014 in accordance with the acquisition agreement, which includes provisions that adjusted the purchase price based on final construction costs, financing terms and other insignificant project-related costs. As a result, a final payment of $1.2 million was made during the first quarter of 2014, resulting in a final purchase price of $9.5 million for this project. This facility is expected to generate approximately 13 megawatts of electricity.

In connection with the acquisition, the Company assumed $22.4 million in construction financing. The DMAFB Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Acquisition of - Valley Center, California

On September 20, 2013, the Company contributed $6.8 million, as a capital investment, and completed the acquisition of the Valley Center Project for a purchase price of $5.6 million. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $14.5 million during the fourth quarter of 2013. This facility is expected to generate approximately 7 megawatts of electricity.

In connection with the acquisition, the Company entered into a construction loan agreement and drew down $10.2 million. The Valley Center Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Acquisition of - Ramona, California

On October 8, 2013, the Company contributed $6.1 million, as a capital investment, and completed the acquisition of the Ramona Project for a purchase price of $4.9 million. The Company entered into an LLC agreement with a noncontrolling interest co-investor who made a capital contribution of $13.8 million during the fourth quarter of 2013. This facility is expected to generate approximately 7 megawatts of electricity.

In connection with the acquisition, the Company entered into a construction loan agreement and drew down $10.4 million. The Ramona Project commenced operations during December of 2013. The construction loan was converted to term debt during February of 2014.

Had the DMAFB Project, Valley Center Project and Ramona Project acquisitions occurred as of January 1, 2013, the Company's consolidated results of operations would not have been materially different. For the quarter ended March 31, 2014 and the year ended December 31, 2013, the Company recorded transaction related costs of $228,000 and $2.2 million, respectively, in selling, general, and administrative expense for these investments.

Atlantic Aviation Acquisition

Acquisition of Kansas City FBO

On December 6, 2013, Atlantic Aviation completed the acquisition of the assets and liabilities of the fixed based operations ("FBO") at Charles B. Wheeler Downtown Airport in Kansas City, Missouri, for $8.1 million (referred to as "MKC"). The acquisition will expand the business' network in the midwest and was funded from additional debt raised by the business during the fourth quarter of 2013.

The acquisition has been accounted for as a business combination. Accordingly, the results of operations of MKC are included in the consolidated condensed statement of operations, and as a component of the Company's Atlantic Aviation business segment, since December 6, 2013.

Had the acquisition occurred as of January 1, 2013, the consolidated results of operations would not have been materially different. For the quarter ended March 31, 2014 and year ended December 31, 2013, Atlantic Aviation recorded transaction related costs of $65,000 and $331,000, respectively, in selling, general and administrative expense for this investment.

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Income per Share

3 Months Ended

Mar. 31, 2014

Income per Share [Abstract]

Income per Share

3. Income per Share

Following is a reconciliation of the basic and diluted number of shares used in computing income per share:

	Quarter Ended March 31,
	2014		2013
Weighted average number of shares outstanding: basic		56,369,295		47,584,661
Dilutive effect of restricted stock unit grants		12,910		18,596
Weighted average number of shares outstanding: diluted		56,382,205		47,603,257

The effect of potentially dilutive shares for the quarter ended March 31, 2014 is calculated assuming that the 12,910 restricted stock unit grants provided to the independent directors on May 20, 2013, which will vest during the second quarter of 2014, had been fully converted to shares on the grant date.

The effect of potentially dilutive shares for the quarter ended March 31, 2013 is calculated assuming that the 18,208 restricted stock unit grants provided to the independent directors on May 31, 2012, which vested during the second quarter of 2013, and the 895 restricted stock unit grants issued on February 21, 2013, which vested during the second quarter of 2013, had been fully converted to shares on those grant dates.

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Income per Share (Tables)

3 Months Ended

Mar. 31, 2014

Income per Share [Abstract]

Schedule of Reconciliation of Income per Share

	Quarter Ended March 31,
	2014		2013
Weighted average number of shares outstanding: basic		56,369,295		47,584,661
Dilutive effect of restricted stock unit grants		12,910		18,596
Weighted average number of shares outstanding: diluted		56,382,205		47,603,257

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

11. Related Party Transactions

Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (the Manager)

At March 31, 2014 and December 31, 2013, the Manager held 3,282,297 LLC interests and 3,120,187 LLC interests, respectively, of the Company. Pursuant to the terms of the management services agreement, or Management Agreement, the Manager may sell these LLC interests at any time. Under the Management Agreement, the Manager, at its option, may reinvest performance fees and base management fees in LLC interests of the Company.

Since January 1, 2013, the Company paid the Manager cash dividends on LLC interests held for the following periods:

Declared	Period Covered		$ per LLC Interest		Record Date		Payable Date		Amount Paid to Manager (in thousands)
April 28, 2014		First quarter 2014	$	[0.9375]		May 12, 2014		May 15, 2014	$	(1)
February 18, 2014		Fourth quarter 2013	$	0.9125		March 3, 2014		March 6, 2014	$	2,945
October 25, 2013		Third quarter 2013	$	0.875		November 11, 2013		November 14, 2013	$	2,442
July 29, 2013		Second quarter 2013	$	0.875		August 12, 2013		August 15, 2013	$	2,744
April 26, 2013		First quarter 2013	$	0.6875		May 13, 2013		May 16, 2013	$	1,872

(1) The amount of dividend payable to the Manager for the first quarter of 2014 will be determined on May 12, 2014, the record date.

Under the Management Agreement, the Manager manages the Company's day-to-day operations and oversees the management teams of the Company's operating businesses. In addition, the Manager has the right to appoint the Chairman of the Board of the Company and an alternate, subject to minimum equity ownership, and to assign, or second, to the Company, two of its employees to serve as chief executive officer and chief financial officer of the Company and seconds or makes other personnel available as required.

In accordance with the Management Agreement, the Manager is entitled to a base management fee based primarily on the Company's market capitalization, and potentially a performance fee, based on the performance of the Company's stock relative to a U.S. utilities index. For the quarters ended March 31, 2014 and 2013, the Company recorded base management fees of $9.0 million and $7.1 million, respectively. In addition, for the quarter ended March 31, 2013, the Company incurred performance fees of $22.0 million. For the quarter ended March 31, 2014, the Manager did not earn a performance fee. In all of these periods, the Manager elected to reinvest these fees in additional LLC interests.

The unpaid portion of the base management fees and performance fees, if any, at the end of each reporting period is included in due to manager-related party in the consolidated condensed balance sheets. The following table shows the Manager's election to reinvest its base management fees and performance fees, if any, in additional LLC interests:

Period	Base Management Fee Amount ($ in thousands)		Performance Fee Amount ($ in thousands)		LLC Interests Issued
2014 Activities:
First quarter 2014	$	8,994	$	-		164,546	(1)
2013 Activities:
Fourth quarter 2013	$	8,455	$	-		155,943
Third quarter 2013		8,336		6,906		278,480
Second quarter 2013		8,053		24,440		603,936
First quarter 2013		7,135		22,042		522,638

(1) The Manager elected to reinvest the first quarter of 2014 base management fees in LLC interests. The Company issued 164,546 LLC interests, of which 55,545 LLC interests were issued in April of 2014 for the March of 2014 base management fees.

The Manager is not entitled to any other compensation and all costs incurred by the Manager, including compensation of seconded staff, are paid by the Manager out of its base management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries and investments, income taxes, audit and legal fees, acquisitions and dispositions and its compliance with applicable laws and regulations. During the quarters ended March 31, 2014 and 2013, the Manager charged the Company $72,000 and $124,000, respectively, for reimbursement of out-of-pocket expenses. The unpaid portion of the out-of-pocket expenses at the end of the reporting period is included in due to manager-related party in the consolidated condensed balance sheets.

Advisory and Other Services from the Macquarie Group

The Macquarie Group, and wholly-owned subsidiaries within the Macquarie Group, including Macquarie Bank Limited, or MBL, and Macquarie Capital (USA) Inc., or MCUSA, have provided various advisory and other services and incurred expenses in connection with the Company's equity raising activities, acquisitions and debt structuring for the Company and its businesses. Underwriting fees are recorded in members' equity as a direct cost of equity offerings. Advisory fees and out-of-pocket expenses relating to acquisitions are expensed as incurred. Debt arranging fees are deferred and amortized over the term of the credit facility.

MIC engaged MCUSA in connection with its ongoing initiative to bring Liquefied Natural Gas to the state of Hawaii. During the year ended December 31, 2013, Hawaii Gas incurred $132,000, of which $7,000 related to out-of-pocket expenses incurred in the first quarter of 2013, in fees to MCUSA for such services. No amounts were incurred during the quarter ended March 31, 2014.

The district energy business' credit facilities mature in September of 2014. During 2013, the Company engaged MCUSA to assist in identifying and analyzing various alternatives for paying these obligations prior to maturity and obtaining other credit facilities. At March 31, 2014, no amounts had been incurred under this arrangement.

The Company completed underwritten public offerings and sales of LLC interests in December of 2013 and May of 2013. In both offerings, MCUSA served as a joint book-running manager and an underwriter and received $2.6 million and $2.4 million, respectively, from the Company for such services.

During 2013, the Company engaged MCUSA as Joint Bookrunner, Joint Lead Arranger and Syndication Agent in connection with the refinancing of the long-term debt facilities of Atlantic Aviation. Atlantic Aviation closed the refinancing on May 31, 2013. Atlantic Aviation paid $4.0 million to MCUSA for such services, of which $12,000 related to out-of-pocket expenses.

In December of 2013, Atlantic Aviation entered into an equity bridge loan for $70.0 million, of which $35.0 million was provided by MIHI LLC, an entity within Macquarie Group. The Company engaged MCUSA as Joint Bookrunner and Joint Lead Arranger. This equity bridge loan was never drawn by the business and subsequently cancelled. During the quarter ended March 31, 2014, Atlantic Aviation incurred and paid $88,000 in commitment fees to MCUSA related to this equity bridge loan.

On January 22, 2014, Atlantic Aviation entered into an incremental $100.0 million term loan facility on the same terms as the AA Credit Agreement. The Company engaged MCUSA as Joint Bookrunner and paid $16,000 in fees during January of 2014. See further discussion in Note 7, "Long-Term Debt".

Long-Term Debt

As discussed in Note 7, "Long-Term Debt", Atlantic Aviation entered into a credit agreement on May 31, 2013. The credit agreement provides for a seven-year, $465.0 million senior secured first lien term loan facility and a five-year, $70.0 million senior secured first lien revolving credit facility. The $70.0 million revolving credit facility is provided by various financial institutions, including MBL which provides $15.7 million. At March 31, 2014 and December 31, 2013, the revolving credit facility remained undrawn. For the quarter ended March 31, 2014 and year ended December 31, 2013, Atlantic Aviation incurred $26,000 and $65,000, respectively, in commitment fees related to MBL's portion of the revolving credit facility.

Other Transactions

Macquarie, through the Macquarie Insurance Facility ("MIF"), has an aggregated insurance buying program. By combining the insurance premiums of Macquarie owned and managed funds, MIF has been able to deliver competitive terms to businesses that participate in the facility. MIF earns a commission from the insurers. No payments were made to MIF by the Company during the quarters ended March 31, 2014 and 2013. In February of 2014, the Company renewed its Directors and Officers liability insurance utilizing several of the MIF insurers.

Atlantic Aviation, Hawaii Gas and Contracted Power and Energy purchase and renew property and casualty insurance coverage on an ongoing basis from insurance underwriters who then pay commissions to MIF. For the quarters ended March 31, 2014 and 2013, no payments were made directly to MIF for property and casualty insurance.

Atlantic Aviation entered into a copiers lease agreement with Macquarie Equipment Finance, or MEF, an indirect subsidiary of Macquarie Group Limited. For the quarters ended March 31, 2014 and 2013, Atlantic Aviation incurred $6,000 in each period in lease expense on these copiers. As of March 31, 2014 and 2013, Atlantic Aviation had prepaid the April monthly payment to MEF for $2,000, which is included in prepaid expenses in the consolidated condensed balance sheet for respective periods.

Hawaii Gas entered into licensing agreements with Utility Service Partners, Inc. and America's Water Heater Rentals, LLC, both indirect subsidiaries of Macquarie Group Limited, to enable these entities to offer products and services to Hawaii Gas's customer base. No payments were made under these arrangements during the quarters ended March 31, 2014 and 2013.

In addition, the Company and several of its subsidiaries have entered into a licensing agreement with the Macquarie Group related to the use of the Macquarie name and trademark. The Macquarie Group does not charge the Company any fees for this license.

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Long-Term Debt

3 Months Ended

Mar. 31, 2014

Long-Term Debt [Abstract]

Long-Term Debt

7. Long-Term Debt

At March 31, 2014 and December 31, 2013, the Company's consolidated long-term debt comprised the following ($ in thousands):

	March 31, 2014			December 31, 2013
Hawaii Gas	$	180,000		$	180,000
Atlantic Aviation		516,354			517,773
Contracted Power and Energy		291,556			296,337
Total		987,910			994,110
Less: current portion		(160,181	)		(163,083	)
Long-term portion	$	827,729		$	831,027

On May 31, 2013, Atlantic Aviation entered into a credit agreement (the "AA Credit Agreement"), that provides the business with a seven-year, $465.0 million senior secured first lien term loan facility. On November 7, 2013, the business entered into an incremental $50.0 million term loan under the AA Credit Agreement that provides the business with a seven-year senior secured first lien term loan facility. The interest rate on these term loan facilities floats at LIBOR plus 2.50%, with minimum LIBOR of 0.75%. The floating rate has effectively been fixed for 6 years using interest rate swaps. The AA Credit Agreement also provides for a five-year, $70.0 million senior secured first lien revolving credit facility that bears interest at LIBOR plus 2.50%.

On January 22, 2014, Atlantic Aviation entered into an incremental $100.0 million term loan facility on the same terms as the AA Credit Agreement described above. At March 31, 2014, this facility remains undrawn.

Atlantic Aviation also has stand-alone debt facilities used to fund construction at its FBOs. At March 31, 2014, the balances on the stand-alone facilities were $5.1 million. The Company has classified $551,000 relating to the stand-alone debt facilities in the current portion of long-term debt in the consolidated condensed balance sheet at March 31, 2014.

The Company classified $149.9 million relating to its district energy business' debt in the current portion of long-term debt in the consolidated condensed balance sheet at March 31, 2014, as its debt facilities mature in September of 2014. During the quarter ended March 31, 2014 and in April of 2014, the district energy business repaid $4.2 million and $2.1 million, respectively, on its outstanding debt balance.

At March 31, 2014, the solar power generation businesses, within the Contracted Power and Energy segment, had $141.7 million of amortizing term loan debt outstanding, of which $4.6 million was recorded as current portion of long-term debt in the consolidated condensed balance sheet. During February of 2014, the construction loans for the DMAFB Project, Valley Center Project and Ramona Project converted to term debt. The interest rate related to the DMAFB Project's term debt, of $27.6 million, is fixed at 5.138% through maturity in December of 2033. The interest rate related to the Valley Center Project's term debt, of $16.9 million, is fixed at 5.60% through maturity in September of 2036. The interest rate related to the Ramona Project's term debt, of $15.9 million, is fixed at 5.47% through maturity in September of 2036.

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Property, Equipment, Land and Leasehold Improvements

3 Months Ended

Mar. 31, 2014

Property, Equipment, Land and Leasehold Improvements [Abstract]

Property, Equipment, Land and Leasehold Improvements

5. Property, Equipment, Land and Leasehold Improvements

Property, equipment, land and leasehold improvements at March 31, 2014 and December 31, 2013 consist of the following ($ in thousands):

	March 31, 2014			December 31, 2013
Land	$	4,854		$	4,854
Easements		5,624			5,624
Buildings		25,143			25,143
Leasehold and land improvements		359,398			357,903
Machinery and equipment		688,896			674,839
Furniture and fixtures		11,771			11,416
Construction in progress		32,439			35,637
Property held for future use		1,975			1,975
		1,130,100			1,117,391
Less: accumulated depreciation		(275,413	)		(263,222	)
Property, equipment, land and leasehold improvements, net	$	854,687		$	854,169

As discussed in Note 4, "Acquisitions", the Company acquired $45.3 million in construction in progress, which subsequently was reclassed to machinery and equipment, from the acquisitions of three solar facilities in 2013 and $13.8 million in property, equipment, land and leasehold improvements from the MKC acquisition during the fourth quarter of 2013.

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Intangible Assets [Abstract]

Intangible Assets

6. Intangible Assets

Intangible assets at March 31, 2014 and December 31, 2013 consist of the following ($ in thousands):

	March 31, 2014			December 31, 2013
Contractual arrangements	$	746,231		$	746,231
Non-compete agreements		9,665			9,665
Customer relationships		80,255			80,255
Leasehold rights		2,121			2,121
Trade names		15,671			15,671
Technology		460			460
		854,403			854,403
Less: accumulated amortization		(270,318	)		(261,553	)
Intangible assets, net	$	584,085		$	592,850

The goodwill balance as of March 31, 2014 is comprised of the following ($ in thousands):

Goodwill acquired in business combinations, net of disposals	$	637,543
Less: accumulated impairment charges		(123,200	)
Balance at March 31, 2014	$	514,343

The Company tests for goodwill impairment at the reporting unit level on an annual basis on October 1^st of each year and between annual tests if a triggering event indicates impairment. There were no triggering events indicating impairment for the quarter ended March 31, 2014.

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

8. Derivative Instruments and Hedging Activities

The Company and its businesses have in place variable-rate debt. Management believes that it is prudent to limit the variability of a portion of the business' interest payments. To meet this objective, the Company enters into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk on a portion of its debt with a variable-rate component. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped.

At March 31, 2014, the Company had $987.9 million of current and long-term debt, $740.1 million of which was economically hedged with interest rate contracts and $247.8 million of which was unhedged.

Effective February 25, 2009 for Atlantic Aviation and effective April 1, 2009 for the Company's other businesses, the Company elected to discontinue hedge accounting. In prior periods, when the Company applied hedge accounting, changes in the fair value of derivatives that effectively offset the variability of cash flows on the Company's debt interest obligations were recorded in other comprehensive income or loss. From the dates that hedge accounting was discontinued, all movements in the fair value of the interest rate swaps are recorded directly through earnings. As interest payments are made, a portion of the other comprehensive loss recorded under hedge accounting is also reclassified into earnings. The Company will reclassify into earnings $618,000 of derivative losses, included in accumulated other comprehensive loss as of March 31, 2014, within the next 12 months.

Excess cash flow generated from the district energy business must be applied toward the principal balance of the term loan during the last two years before maturity. The district energy business is expected to record additional reclassifications from accumulated other comprehensive loss to interest expense when the business pays down its debt more quickly than anticipated.

The Company measures derivative instruments at fair value using the income approach which discounts the future net cash settlements expected under the derivative contracts to a present value. These valuations utilize primarily observable ("level 2") inputs, including contractual terms, interest rates and yield curves observable at commonly quoted intervals.

The Company's fair value measurements of its derivative instruments and the related location of the assets and liabilities associated with the hedging instruments within the consolidated condensed balance sheets at March 31, 2014 and December 31, 2013 were as follows ($ in thousands):

	Assets (Liabilities) at Fair Value(1)
	Interest Rate Contracts Not Designated as Hedging Instruments
Balance Sheet Location	March 31, 2014			December 31, 2013
Fair value of derivative instruments - current assets(2)	$	-		$	1
Fair value of derivative instruments - non-current assets(3)		4,281			6,880
Total interest rate derivative contracts - assets(2)(3)	$	4,281		$	6,881
Fair value of derivative instruments - current liabilities(3)	$	(11,283	)	$	(13,027	)
Total interest rate derivative contracts - liabilities(3)	$	(11,283	)	$	(13,027	)

(1) Fair value measurements at reporting date were made using significant other observable inputs ("level 2").

(2) Derivative contracts represent interest rate caps.

(3) Derivative contracts represent interest rate swaps.

The Company's hedging activities for the quarters ended March 31, 2014 and 2013 and the related location within the consolidated condensed statements of operations were as follows ($ in thousands):

	Derivatives Not Designated as Hedging Instruments
	Amount of Loss Recognized in Interest Expense for the Quarters Ended March 31,
Financial Statement Account	2014(1)			2013(2)
Interest expense - Interest rate cap	$	(1	)	$	(26	)
Interest expense - Interest rate swaps		(5,332	)		(1,034	)
Total	$	(5,333	)	$	(1,060	)

(1) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2014 includes $5.1 million of unrealized derivative losses and $239,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2014 also includes $1,000 of unrealized derivative losses from an interest rate cap contract.

(2) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2013 includes $636,000 of unrealized derivative losses and $398,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2013 also includes $26,000 of unrealized derivative losses from an interest rate cap contract.

All of the Company's derivative instruments are collateralized by the assets of the respective businesses.

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Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended	3 Months Ended			3 Months Ended			3 Months Ended				3 Months Ended	12 Months Ended
	Mar. 31, 2014 MW	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Davis Monthan Air Force Base [Member] MW	Dec. 31, 2013 Davis Monthan Air Force Base [Member]	Jul. 19, 2013 Davis Monthan Air Force Base [Member]	Dec. 31, 2013 Valley Center [Member]	Mar. 31, 2014 Valley Center [Member] MW	Sep. 20, 2013 Valley Center [Member]	Dec. 31, 2013 Ramona [Member]	Mar. 31, 2014 Ramona [Member] MW	Oct. 08, 2013 Ramona [Member]	Dec. 31, 2013 Contracted Power Generation Facilities [Member] MW	Mar. 31, 2014 Downtown Airport Kansas City, Missouri [Member]	Dec. 31, 2013 Downtown Airport Kansas City, Missouri [Member]	Dec. 06, 2013 Downtown Airport Kansas City, Missouri [Member]
Business Acquisition [Line Items]
Utility-scale solar photovoltaic contracted power generation facilities, electricity generating capacity	57			13				7			7		27
Number of solar projects													3
Business acquisition, purchase price				$ 9,500		$ 11,000			$ 5,600			$ 4,900				$ 8,100
Purchase price adjustment				1,500
Payments for previous acquisition				1,200
Capital investment						7,900			6,800			6,100
Capital contribution by noncontrolling co-investor		2,000			23,000		14,500			13,800
Construction loan						22,400			10,200			10,400
Transaction related costs	$ 228		$ 2,200											$ 65	$ 331
Percentage of loss allocated to co-investor	99.00%

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Reportable Segments (Schedule of Capital Expenditures) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Capital expenditures	$ 21,613	$ 14,834
Hawaii Gas [Member]
Segment Reporting Information [Line Items]
Capital expenditures	3,565	3,463
Atlantic Aviation [Member]
Segment Reporting Information [Line Items]
Capital expenditures	8,725	3,674
Contracted Power and Energy [Member]
Segment Reporting Information [Line Items]
Capital expenditures	9,323	7,697
Total reportable segments [Member]
Segment Reporting Information [Line Items]
Capital expenditures	$ 21,613	$ 14,834

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Legal Proceedings and Contingencies

3 Months Ended

Mar. 31, 2014

Legal Proceedings and Contingencies [Abstract]

Legal Proceedings and Contingencies

13. Legal Proceedings and Contingencies

The subsidiaries of MIC Inc. are subject to legal proceedings arising in the ordinary course of business. In management's opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions, and does not believe the outcome of any pending legal proceedings will be material to the Company's financial position or result of operations.

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2014

Long-Term Debt [Abstract]

Schedule of Long-Term Debt

	March 31, 2014			December 31, 2013
Hawaii Gas	$	180,000		$	180,000
Atlantic Aviation		516,354			517,773
Contracted Power and Energy		291,556			296,337
Total		987,910			994,110
Less: current portion		(160,181	)		(163,083	)
Long-term portion	$	827,729		$	831,027

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Reportable Segments (Schedule of EBITDA for Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting Information [Line Items]
Net income (loss)	$ 20,366		$ 5,871
Provision for income taxes	8,486	[1]	4,502	[1]
Depreciation	13,858		10,953
Amortization of intangibles	8,765		8,628
Loss on extinguishment of debt	10
Loss on disposal of assets			106
Loss from customer contract termination	26
Other non-cash expense (income)	(692)		1,913
Hawaii Gas [Member]
Segment Reporting Information [Line Items]
Net income (loss)	6,195		6,707
Interest expense, net	1,787		1,705
Provision for income taxes	4,027		4,483
Depreciation	1,946	[2]	1,846	[2]
Amortization of intangibles	312		312
Loss on disposal of assets
Other non-cash expense (income)	724		662
EBITDA excluding non-cash items	14,991		15,715
Atlantic Aviation [Member]
Segment Reporting Information [Line Items]
Net income (loss)	10,555		10,612
Interest expense, net	9,565		4,099
Provision for income taxes	4,915		7,398
Depreciation	6,802	[2]	5,892	[2]
Amortization of intangibles	8,131		7,979
Loss on disposal of assets			106
Other non-cash expense (income)	68		(68)
EBITDA excluding non-cash items	40,036		36,018
Total reportable segments [Member]
Segment Reporting Information [Line Items]
Net income (loss)	15,335		17,201
Interest expense, net	13,997		7,681
Provision for income taxes	9,541		13,844
Depreciation	13,858	[2]	10,953	[2]
Amortization of intangibles	8,765		8,628
Loss on disposal of assets			106
Other non-cash expense (income)	27		(1,587)
EBITDA excluding non-cash items	61,523		56,826
Contracted Power and Energy [Member]
Segment Reporting Information [Line Items]
Net income (loss)	(1,415)		(118)
Interest expense, net	2,645		1,877
Provision for income taxes	599		1,963
Depreciation	5,110	[2]	3,215	[2]
Amortization of intangibles	322		337
Loss on disposal of assets
Other non-cash expense (income)	(765)		(2,181)
EBITDA excluding non-cash items	$ 6,496		$ 5,093

[1] Includes $95,000 and $158,000 of benefit for income taxes from accumulated other comprehensive loss reclassifications for the quarters ended March 31, 2014 and 2013, respectively.

[2] Depreciation includes depreciation expense for the district energy business, a component of the Contracted Power and Energy segment, which is reported in cost of services in the consolidated condensed statements of operations.

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Derivative Instruments and Hedging Activities (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Derivative [Line Items]
Unhedged debt	$ 247,800
Net derivative losses, included in accumulated other comprehensive loss, reclassified over next 12 months	(618)
Current and long-term debt	987,910	994,110
Interest Rate Contracts [Member]
Derivative [Line Items]
Debt economically hedged with interest rate contracts	$ 740,100

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS [Abstract]
Interest expense, losses on derivative instruments	$ (5,300)	$ (1,100)
Net loss in accumulated other comprehensive income reclassifications for cash flow hedges	(239)	(398)
Reclassification of realized losses of derivatives into earnings, taxes	$ 95	$ 158

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Basis of Presentation

3 Months Ended

Mar. 31, 2014

Basis of Presentation [Abstract]

Basis of Presentation

2. Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of consolidated condensed financial statements in conformity with GAAP requires estimates and assumptions. Management evaluates these estimates and assumptions on an ongoing basis. Actual results may differ from the estimates and assumptions used in the financial statements and notes. Operating results for the quarter ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The consolidated balance sheet at December 31, 2013 has been derived from audited financial statements but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Certain reclassifications were made to the financial statements for the prior period to conform to current period presentation.

The interim financial information contained herein should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company's Annual Report on Form 10-K, as filed with the SEC on February 19, 2014.

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Subsequent Events (Details) (Subsequent Event [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended		1 Months Ended
	Apr. 28, 2014	Apr. 30, 2014 Galaxy And Boca Aviation Acquisitions [Member]	Apr. 22, 2014 International Matex Tank Terminals [Member]
Subsequent Event [Line Items]
Cash dividend declared, date declared	Apr. 28, 2014		Apr. 22, 2014
Cash dividend declared per LLC interest	$ 0.9375
Cash dividend declared, date to be paid	May 15, 2014		Apr. 28, 2014
Cash dividend declared, date of record	May 12, 2014
Total distribution amount declared to all shareholders from equity method investment			$ 58,500
Total distribution amount declared to each investor from equity method investment			29,300
Business acquisition, purchase price		$ 230,000

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities [Abstract]

Schedule of Fair Value of Derivative Instruments

	Assets (Liabilities) at Fair Value(1)
	Interest Rate Contracts Not Designated as Hedging Instruments
Balance Sheet Location	March 31, 2014			December 31, 2013
Fair value of derivative instruments - current assets(2)	$	-		$	1
Fair value of derivative instruments - non-current assets(3)		4,281			6,880
Total interest rate derivative contracts - assets(2)(3)	$	4,281		$	6,881
Fair value of derivative instruments - current liabilities(3)	$	(11,283	)	$	(13,027	)
Total interest rate derivative contracts - liabilities(3)	$	(11,283	)	$	(13,027	)

(1) Fair value measurements at reporting date were made using significant other observable inputs ("level 2").

(2) Derivative contracts represent interest rate caps.

(3) Derivative contracts represent interest rate swaps.

Schedule of Location of Hedging Activities

	Derivatives Not Designated as Hedging Instruments
	Amount of Loss Recognized in Interest Expense for the Quarters Ended March 31,
Financial Statement Account	2014(1)			2013(2)
Interest expense - Interest rate cap	$	(1	)	$	(26	)
Interest expense - Interest rate swaps		(5,332	)		(1,034	)
Total	$	(5,333	)	$	(1,060	)

(1) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2014 includes $5.1 million of unrealized derivative losses and $239,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2014 also includes $1,000 of unrealized derivative losses from an interest rate cap contract.

(2) Net loss recognized in interest expense for the interest rate swap contracts for the quarter ended March 31, 2013 includes $636,000 of unrealized derivative losses and $398,000 of derivative losses reclassified from accumulated other comprehensive loss. Net loss recognized in interest expense for the quarter ended March 31, 2013 also includes $26,000 of unrealized derivative losses from an interest rate cap contract.

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Intangible Assets (Schedule of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Intangible Assets [Abstract]
Goodwill acquired in business combinations, net of disposals	$ 637,543
Less: accumulated impairment charges	(123,200)
Balance at March 31, 2014	$ 514,343	$ 514,494

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

Income Taxes

12. Income Taxes

The Company expects to incur federal consolidated taxable income for the year ending December 31, 2014, which will be fully offset by the Company's federal net operating loss, ("NOL") carryforwards. The Company believes that it will be able to utilize its federal prior year NOLs, except for approximately $7.8 million. During the quarter ended March 31, 2014, the Company recorded a decrease of approximately $905,000 to the valuation allowance for the realization of deferred tax assets attributable to certain state NOLs. Two of the Company's businesses, IMTT and its district energy business, a component of the Contracted Power and Energy segment, are less than 80% owned by the Company and those businesses file separate federal consolidated income tax returns.