##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-32385
  Macquarie Infrastructure
    Company Trust
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-6196808(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)       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)

(I.R.S. Employer
    Identification No.)       125 West
    55th Street,
    22nd Floor
    New York, New York

10019(Address of principal executive
    offices)

(Zip Code)   (212) 231-1000 (Registrants
    Telephone Number, Including Area Code)
      (Former
    Name, Former Address and Former Fiscal Year if Changed Since
    Last Report):
 N/A
  þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  PART I.
    FINANCIAL INFORMATIONITEM 1.


Financial
    Statements


3Consolidated
    Condensed Balance Sheets as of September 30, 2006
    (Unaudited) and December 31, 2005


3Consolidated
    Condensed Statement of Operations for the Quarters and Nine
    Months Ended September 30, 2006 and 2005
    (Unaudited)


4Consolidated
    Condensed Statements of Cash Flows for the Nine Months Ended
    September 30, 2006 and 2005 (Unaudited)


5Notes to
    Consolidated Condensed Financial Statements
    (Unaudited)


7ITEM 2.


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


28ITEM 3.


Quantitative and
    Qualitative Disclosure About Market Risk


58ITEM 4.


Controls and
    Procedures


60PART II.
    OTHER INFORMATIONITEM 1.


Legal
    Proceedings


61ITEM 1A.


Risk
    Factors


61ITEM 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


69ITEM 3.


Defaults Upon
    Senior Securities


69ITEM 4.


Submission of
    Matters to a Vote of Security Holders


69ITEM 5.


Other
    Information


69ITEM 6.


Exhibits


69EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-31.3: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   Investments in Macquarie Infrastructure Company Trust are not
    deposits with or other liabilities of Macquarie Bank Limited or
    any of Macquarie Group company and are subject to investment
    risk, including possible delays in repayment and loss of income
    and principal invested. Neither Macquarie Bank Limited nor any
    other member company of the Macquarie Group guarantees the
    performance of Macquarie Infrastructure Company Trust or the
    repayment of capital from Macquarie Infrastructure Company
    Trust.
  2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS MACQUARIE
    INFRASTRUCTURE COMPANY TRUST CONSOLIDATED CONDENSED BALANCE SHEETS

As of September 30, 2006 and December 31,
    2005 September 30,


December 31,2006


2005(Unaudited)($ in thousands, exceptshare amounts)ASSETSCash and cash equivalents

$
37,964


$
115,163Restricted cash


727



1,332Accounts receivable, less allowance
    for doubtful accounts of $1,403 and $839, respectively


57,612



21,150Dividends receivable


7,000



2,365Other receivables


4,448



Inventories


11,840



1,981Prepaid expenses


6,968



4,701Deferred income taxes


2,396



2,101Income tax receivable


2,696



3,489Other


10,990



4,394Total current assets


142,641



156,676Property, equipment, land and
    leasehold improvements, net


518,293



335,119Restricted cash


24,567



19,437Equipment lease receivables


41,894



43,546Investments in unconsolidated
    businesses


323,206



69,358Investment, cost


38,433



35,295Securities, available for sale






68,882Related party subordinated loan


20,741



19,866Goodwill


503,447



281,776Intangible assets, net


556,976



299,487Deposits and deferred costs on
    acquisitions


90



14,746Deferred financing costs, net of
    accumulated amortization


22,983



12,830Fair value of derivative instruments


3,762



4,660Other


4,783



1,620Total assets

$
2,201,816


$
1,363,298LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Due to manager

$
3,691


$
2,637Accounts payable


26,903



11,535Accrued expenses


17,517



13,994Current portion of notes payable
    and capital leases


5,026



2,647Current portion of long-term debt


146



146Other


8,961



3,639Total current liabilities


62,244



34,598Capital leases and notes payable,
    net of current portion


3,674



2,864Long-term debt, net of current
    portion


1,339,127



610,848Related party long-term debt


20,689



18,247Deferred income taxes


195,989



113,794Fair value of derivative instruments


80



Other


22,245



6,342Total liabilities


1,644,048



786,693Minority interests


8,664



8,940Stockholders equity:Trust stock, no par value;
    500,000,000 authorized; 27,212,165 shares issued and
    outstanding at September 30, 2006 and
    27,050,745 shares issued and outstanding at
    December 31, 2005


546,262



583,023Accumulated other comprehensive loss


(1,746
)


(12,966
)Accumulated earnings (deficit)


4,588



(2,392
)Total stockholders equity


549,104



567,665Total liabilities and
    stockholders equity

$
2,201,816


$
1,363,298    3




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

For the Quarters and Nine Months Ended September 30,
    2006 and 2005  Quarter Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(Restated)





(Restated)(Unaudited)($ in thousands, except share and per share data)RevenuesRevenue from product sales

$
105,557


$
36,201


$
204,691


$
100,592Service revenue


56,430



42,414



147,060



113,604Financing and equipment lease income


1,273



1,320



3,856



3,993Total revenue


163,260



79,935



355,607



218,189Costs and expensesCost of product sales


73,326



21,568



135,370



58,371Cost of services


26,541



22,824



70,205



59,390Selling, general and administrative


35,107



21,451



82,806



59,737Fees to manager


3,955



2,609



14,151



6,761Depreciation


4,138



1,506



7,969



4,253Amortization of intangibles


6,385



3,498



13,411



9,818Total operating expenses


149,452



73,456



323,912



198,330Operating income


13,808



6,479



31,695



19,859Other income (expense)Dividend income


3,393



116



8,395



6,300Interest income


849



893



3,731



3,223Interest expense


(25,801
)


(8,064
)


(57,068
)


(23,333
)Equity in earnings and amortization
    charges of investees


1,734



1,954



7,302



2,468Unrealized gain (loss) on
    derivative instruments


(17,066
)


1,274



3,096



3,312Gain on sale of marketable
    securities


7,005







7,005



Other income (expense), net


(348
)


124



(421
)


(530
)Net income (loss) before income
    taxes and minority interests


(16,426
)


2,776



3,735



11,299Income tax (benefit) expense


(6,270
)


220



(3,259
)


799Net income (loss) before minority
    interests


(10,156
)


2,556



6,994



10,500Minority interests


(138
)


(19
)


14



338Net income (loss)

$
(10,018
)

$
2,575


$
6,980


$
10,162Basic income (loss) per share:

$
(0.37
)

$
0.10


$
0.26


$
0.38Weighted average number of shares
    of trust stock outstanding: basic


27,212,165



27,050,745



27,108,962



26,875,416Diluted income (loss) per share:

$
(0.37
)

$
0.09


$
0.26


$
0.38Weighted average number of shares
    of trust stock outstanding: diluted


27,212,165



27,108,789



27,125,358



26,902,843Cash dividends declared per share

$
0.55


$
0.50


$
1.575


$
1.0877    4




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2006 and
    2005 Nine Months Ended September 30,2006


2005(Restated)(Unaudited)($ in thousands)Operating activitiesNet income

$
6,980


$
10,162Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization of
    property and equipment


14,851



10,123Amortization of intangible assets


13,411



9,818Loss on disposal of equipment


146



16Equity in earnings and
    amortization charges of investee


4,424



2,970Gain on sale of marketable
    securities


(7,005
)


Amortization of finance charges


3,849



851Noncash derivative gain


(3,096
)


(3,312
)Noncash interest expense


4,438



10Accretion of asset retirement
    obligation


167



168Deferred rent


1,811



1,742Deferred revenue


130



93Deferred taxes


(5,091
)


Minority interests


14



338Noncash compensation


708



266Post retirement obligations


260



(70
)Accrued interest expense on
    subordinated debt  related party


797



757Changes in operating assets and
    liabilities:Restricted cash


4,705



Accounts receivable


(5,824
)


(6,713
)Equipment lease receivable, net


1,422



1,256Dividend receivable


2,365



Inventories


1,348



(302
)Prepaid expenses and other current
    assets


(1,983
)


530Accounts payable and accrued
    expenses


(9,758
)


3,486Income taxes payable


1,083



Due to manager


5,188



2,426Other


1,986



2,078Net cash provided by operating
    activities


37,326



36,693Investing activitiesAcquisition of businesses and
    investments, net of cash acquired


(849,090
)


(109,675
)Additional costs of acquisitions


(126
)


(71
)Goodwill adjustment






694Deposits and deferred costs on
    future acquisitions


(90
)


(15,429
)Proceeds from sale of marketable
    securities


76,996



Purchases of property and equipment


(11,427
)


(7,502
)Proceeds received on subordinated
    loan


850



914Net cash used in investing
    activities


(782,887
)


(131,069
) 5




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  CONSOLIDATED CONDENSED STATEMENTS OF CASH
    FLOWS  (Continued)
  Nine Months Ended September 30,2006


2005(Restated)(Unaudited)($ in thousands)Financing activitiesProceeds from long-term debt


535,000



32,000Proceeds from line-credit facility


455,766



700Contributions received from
    minority shareholders






1,553Distributions paid to shareholders


(41,345
)


(29,423
)Debt financing costs


(14,014
)


(1,674
)Distributions paid to minority
    shareholders


(291
)


(1,289
)Payment of long-term debt and line
    of credit facilities


(260,742
)


(81
)Offering costs






(1,934
)Restricted cash


(5,130
)


(551
)Payment of notes and capital lease
    obligations


(1,438
)


(1,105
)Net cash provided (used in) by
    financing activities


667,806



(1,804
)Effect of exchange rate changes on
    cash


556



(373
)Net change in cash and cash
    equivalents


(77,199
)


(96,553
)Cash and cash equivalents,
    beginning of period


115,163



140,050Cash and cash equivalents, end of
    period

$
37,964


$
43,497Supplemental disclosures of
    cash flow information:Noncash investing and financing
    activity:Accrued purchases of property and
    equipment

$
224


$
Accrued deposits and deferred
    costs on acquisitions and equity offerings

$
368


$
Acquisition of property through
    capital leases

$
2,180


$
1,699Issuance of trust stock to manager
    for payment of March 2006 and December 2004 performance fees,
    respectively

$
4,134


$
12,088Issuance of trust stock to
    independent directors

$
450


$
191Income taxes paid

$
1,075


$
2,060Interest paid

$
46,987


$
21,757    6




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1.
    Organization
    and Description of Business                    2.
    Basis of
    Presentation  Form 10-Q Regulation S-X
   7




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K/A,
  3.
    Significant
    Accounting Policies  Recently
    Issued Accounting Standards
  Accounting Changes and Error
    Corrections Accounting Changes Reporting Accounting Changes in Interim Financial
    Statements restatement
  Accounting for Uncertainty in Income Taxes
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements (SAB 108)
  Fair Value Measurements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
 8




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Earnings
    (Loss) Per Share    Quarter EndedSeptember 30,


Nine Months Ended September 30,2006


2005


2006


2005Weighted average number of shares
    of trust stock outstanding: basic


27,212,165



27,050,745



27,108,962



26,875,416Dilutive effect of restricted
    stock unit grants






58,044



16,396



27,427Weighted average number of shares
    of trust stock outstanding: diluted


27,212,165



27,108,789



27,125,358



26,902,843     5.
    Acquisitions    Trajen
           9




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Current assets

$
19,116Property, equipment and leasehold
    improvements


57,520Intangible assets:Customer relationships


32,800Contract rights


221,800Non-compete agreements


200Trade name


100Goodwill


100,517Total assets acquired


432,053Current liabilities


12,660Deferred income taxes


71,800Other liabilities


319Net assets acquired

$
347,274     EITF 02-17, Recognition of Customer Relationship Intangible Assets
    Acquired in a Business Combination.
  10-Q/A,
  Pro
    Forma Information
     10




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Dispositions    Macquarie
    Communications Infrastructure Group
    South
    East Water
        Macquarie
    Yorkshire Limited
  19-mile
     11




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Property,
    Equipment, Land and Leasehold Improvements    September 30,


December 31,2006


2005(Unaudited)Land

$
63,358


$
62,520Easements


9,861



5,624Buildings


35,672



32,866Leasehold and land improvements


165,858



108,726Machinery and equipment


252,683



132,196Furniture and fixtures


5,291



1,920Construction in progress


18,640



3,486Property held for future use


1,316



1,196Other


2,296



764554,975



349,298Less: Accumulated depreciation


(36,682
)


(14,179
)Property, equipment, land and
    leasehold improvements, net

$
518,293


$
335,119   8.
    Intangible
    Assets    WeightedAverage Life


September 30,


December 31,(Years)


2006


2005(Unaudited)Contractual arrangements


30.7


$
459,372


$
237,572Non-compete agreements


2.8



5,035



4,835Customer relationships


10.1



66,840



26,640Leasehold rights


13.5



8,359



8,259Trade names


Indefinite
(1)


34,775



26,175Domain names


Indefinite
(1)


8,307



8,307Technology


5



460



460583,148



312,248Less: Accumulated amortization






(26,172
)


(12,761
)Intangible assets, net





$
556,976


$
299,487     (1)
    
    Trade names of $500,000 and domain names of $320,000 are being
    amortized over a period of 1.5 years and 4 years,
    respectively.  9.
    Long-Term
    Debt   12




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,2006


2005(Unaudited)MIC Inc. acquisition facility(1)

$
377,576


$
Airport services debt(2)


480,000



300,000MDE senior notes(3)


120,000



120,000PCAA (New Facility)(4)(5)


195,000



PCAA (various) loan payable(4)






125,448PCAA Chicago loan payable(4)


4,499



4,574PCAA SP loan payable(4)






58,740RCL Properties loan payable(4)


2,198



2,232TGC loans payable (Gas Company)(6)


160,000



1,339,273



610,994Less: current portion


(146
)


(146
)Long-term portion

$
1,339,127


$
610,848     (1)
    
    Macquarie Bank Limited has provided $100.0 million of the
    MIC Inc. acquisition facility. Interest expense on Macquarie
    Bank Limiteds portion of the acquisition facility for the
    quarter and nine months ended September 30, 2006 was
    $1.9 million and $2.9 million, respectively.(2)
    
    As of September 30, 2006, Macquarie Bank Limited has
    provided $50.0 million of the airport services debt.
    Interest expense on Macquarie Bank Limiteds portion of the
    long-term debt for the quarter and nine months ended
    September 30, 2006 was $882,000 and $2.4 million,
    respectively. Macquarie Bank Limited is also providing interest
    rate swaps with a notional amount of $280.7 million at
    September 30, 2006 related to this debt and made payments
    to the airport services business of $311,000 and $534,000,
    respectively, for the quarter and nine months ended
    September 30, 2006, which are included as a reduction to
    interest expense.(3)
    
    MDE is an entity within the district energy business.(4)
    
    PCAA (various), PCAA Chicago, PCAA SP and RCL Properties are
    references to entities within the airport parking business. In
    September 2006, two PCAA loans were refinanced with the New
    Facility, described below.(5)
    
    The Macquarie Group, through its wholly-owned group company,
    MSUSA, provided advisory services to PCAA for its refinancing.
    Fees paid to MSUSA for these services for both the quarter and
    nine months ended September 30, 2006 totaled
    $1.5 million.(6)
    
    Macquarie Bank Limited is providing interest rate swaps with a
    notional amount of $48 million related to this debt and
    made payments to the gas utility business of $10,000 for the
    quarter and nine months ended September 30, 2006.    MIC
    Inc.
     13




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      The
    Gas Company
    Airport
    Services Business
    Airport
    Parking Business
        Borrower:
    
    Parking Company of America Airports, LLCParking Company of America Airports Phoenix, LLCPCAA SP, LLCPCA Airports, LTDBorrowings:
    
    $195 million term loanSecurity:
    
    Borrower assetsTerm:
    
    3 years (September 2009) plus 2 one-year optional extensions
    subject to meeting certain covenants 14




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Amortization:
    
    Payable at maturityInterest rate:
    
    1 month LIBOR plusYears 1-3:
    
    1.90%Year 4:
    
    2.10%Year 5:
    
    2.30%Debt reserves:
    
    Various reserves totaling $1.4 million, together with minimum
    liquidity requirement, represents a decrease of $400,000 over
    the total reserves associated with the prior loans.Minimum Liquidity:
    
    $3 million of PCAA Parent, LLCMinimum Net Worth:
    
    $40,000,000 of PCAA Parent, LLCLock Up Tests:
    
    At three month intervals, the Borrower is required to achieve a
    Debt Service Coverage Constant Ratio of 1.00 to 1.00 with
    respect to the immediately preceding 12 month period.The Debt Service Coverage Constant Ratio is a ratio obtained by
    dividing the Cash Flow Available for Debt Service by a debt
    service payment obtained using the Loan Constant of 10.09%.If the Debt Service Coverage Constant Ratio test is not met,
    PCAA is required to remit Excess Cash to an Excess Cash Flow
    Reserve Account until the Debt Service Coverage Constant Ratio
    test is met at a test interval.The Excess Cash may be held, as determined by the Lender, as
    collateral for the Loan or applied against the principal amount
    until such time as Borrower satisfies the test.An event of default is triggered if the Borrower fails to make a
    payment of Excess Cash or fails to provide the Excess Cash
    calculation after receipt of notice that PCAA failed to satisfy
    the above test.    10.
    Derivative
    Instruments and Hedging Activities     15




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Anticipated
    Future Cash Flows
      Debt
    Obligations
      11.
    Comprehensive
    Income (Loss)   16




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Stockholders
    Equity    13.
    Reportable
    Segments             17




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Airport


Airport


DistrictServices


Parking


Energy


Gas Utility


TotalRevenue from Product
    SalesProduct sales

$
69,354


$



$



$
36,203


$
105,55769,354











36,203



105,557Service RevenueOther services


23,239







735







23,974Cooling capacity revenue










4,422







4,422Cooling consumption revenue










9,113







9,113Parking services






18,921











18,92123,239



18,921



14,270







56,430Financing and Lease
    IncomeFinancing and equipment lease










1,273







1,273







1,273







1,273Total Revenue

$
92,593


$
18,921


$
15,543


$
36,203


$
163,260     At September 30, 2006Property,Equipment,Quarter Ended September 30, 2006


Land andSegment


Interest


Depreciation/


Capital


Leasehold


TotalProfit(1)


Expense


Amortization(2)


Expenditures


Improvements


Assets(Unaudited)


(Unaudited)Airport services

$
47,282


$
7,995


$
8,047


$
2,358


$
148,095


$
948,925Airport parking


5,220



4,870



1,468



711



97,206



299,503District energy


4,815



2,185



1,772



138



144,069



241,150Gas utility


6,076



2,476



1,659



3,308



128,923



305,167Total

$
63,393


$
17,526


$
12,946


$
6,515


$
518,293


$
1,794,745     (1)
    
    Segment profit includes revenue less cost of sales. For the
    airport parking and district energy businesses, depreciation
    expense of $996,000 and $1.4 million, respectively, are
    included in cost of sales for the quarter ended
    September 30, 2006.(2)
    
    Includes depreciation expense of property, equipment and
    leasehold improvements and amortization of intangible assets.
    Includes depreciation expense for the airport parking and
    district energy businesses which has also been included in
    segment profit. 18




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total assets of reportable segments

$
1,794,745Equity and cost investments:Investment in Yorkshire Link


77,966Investment in SEW


38,433Investment in IMTT


245,240Corporate and other


315,942Less: Consolidation entries


(270,510
)Total consolidated assets

$
2,201,816     Quarter Ended


Nine Months EndedSeptember 30, 2006


September 30, 2006Total reportable segment profit

$
63,393


$
150,032Selling, general and
    administrative expenses


(35,107
)


(82,806
)Fees to manager


(3,955
)


(14,151
)Depreciation and amortization(1)


(10,523
)


(21,380
)13,808



31,695Unrealized gain (losses) on
    derivative instruments


(17,066
)


3,096Other expense, net


(13,168
)


(31,056
)Total consolidated income (loss)
    before income taxes and minority interests

$
(16,426
)

$
3,735     (1)
    
    Does not include depreciation expense for the airport parking
    and district energy businesses which are included in total
    reportable segment profit. 19




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Airport Services


Airport Parking


District Energy


TotalRevenue from Product
    SalesProduct sales

$
36,201


$



$



$
36,20136,201











36,201Service RevenueOther services


13,513







647



14,160Cooling capacity revenue










4,179



4,179Cooling consumption revenue










9,615



9,615Parking services






14,460







14,46013,513



14,460



14,441



42,414Financing and Lease IncomeFinancing and equipment lease










1,320



1,320







1,320



1,320Total Revenue

$
49,714


$
14,460


$
15,761


$
79,935     At September 30, 2005Property,Equipment,Quarter Ended September 30, 2005


Land andSegment


Interest


Depreciation/


Capital


LeaseholdProfit(1)


Expense


Amortization(2)


Expenditures


Improvements


Total Assets(Unaudited)


(Unaudited)Airport services

$
26,522


$
3,357


$
4,050


$
1,214


$
91,538


$
522,581Airport parking


3,666



2,303



1,164



3,115



71,605



230,550District energy


5,355



2,127



1,775



127



148,153



251,625Total

$
35,543


$
7,787


$
6,989


$
4,456


$
311,296


$
1,004,756     (1)
    
    Segment profit includes revenue less cost of sales. For the
    airport parking and district energy businesses, depreciation
    expense of $555,000 and $1.4 million, respectively, are
    included in cost of sales for the quarter ended
    September 30, 2005.(2)
    
    Includes depreciation expense of property, equipment and
    leasehold improvements and amortization of intangible assets.
    Includes depreciation expense for the airport parking and
    district energy businesses which has also been included in
    segment profit. 20




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total assets of reportable segments

$
1,004,756Equity and cost investments:Investment in Yorkshire Link


70,039Investment in SEW


36,338Investment in MCG


74,862Corporate and other


277,194Less: Consolidation entries


(234,972
)Total consolidated assets

$
1,228,217     Quarter Ended


Nine Months EndedSeptember 30,


September 30,2005


2005Total reportable segment profit

$
35,543


$
100,428Selling, general and
    administrative expenses


(21,451
)


(59,737
)Fees to manager


(2,609
)


(6,761
)Depreciation and amortization(1)


(5,004
)


(14,071
)6,479



19,859Unrealized gains on derivative
    instruments


1,274



3,312Other expense, net


(4,977
)


(11,872
)Total consolidated income before
    income taxes and minority interests

$
2,776


$
11,299     (1)
    
    Does not include depreciation expense for the airport parking
    and district energy businesses which are included in total
    reportable segment profit. 21




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Airport


Airport


District


GasServices


Parking


Energy


Utility(1)


TotalRevenue from Product
    SalesProduct sales

$
157,644


$



$



$
47,047


$
204,691157,644











47,047



204,691Service RevenueOther services


59,072







2,371







61,443Cooling capacity revenue










12,852







12,852Cooling consumption revenue










15,846







15,846Parking services






56,919











56,91959,072



56,919



31,069







147,060Financing and Lease
    IncomeFinancing and equipment lease










3,856







3,856







3,856







3,856Total Revenue

$
216,716


$
56,919


$
34,925


$
47,047


$
355,607     (1)
    
    Represents revenue from the date of acquisition on June 7,
    2006.    Nine Months Ended September 30, 2006Segment


Interest


Depreciation/


CapitalProfit(2)


Expense


Amortization(3)


Expenditures(Unaudited)Airport services

$
113,729


$
21,995


$
16,918


$
3,870Airport parking


16,259



13,171



3,955



2,874District energy


11,383



6,501



5,300



1,247Gas utility(1)


8,661



3,120



2,089



3,436Total

$
150,032


$
44,787


$
28,262


$
11,427     (1)
    
    Represents income statement and capital expenditures data from
    the date of acquisition on June 7, 2006.(2)
    
    Segment profit includes revenue less cost of sales. For the
    airport parking and district energy businesses, depreciation
    expense of $2.6 million and $4.3 million,
    respectively, are included in cost of sales for the nine months
    ended September 30, 2006.(3)
    
    Includes depreciation expense of property, equipment and
    leasehold improvements and amortization of intangible assets.
    Includes depreciation expense for the airport parking and
    district energy businesses which has also been included in
    segment profit. 22




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Airport


Airport


DistrictServices


Parking


Energy


TotalRevenue from Product
    SalesProduct sales

$
100,592


$



$



$
100,592100,592











100,592Service RevenueOther services


40,845







2,011



42,856Cooling capacity revenue










12,365



12,365Cooling consumption revenue










16,339



16,339Parking services






42,044







42,04440,845



42,044



30,715



113,604Financing and Lease
    IncomeFinancing and equipment lease










3,993



3,993







3,993



3,993Total Revenue

$
141,437


$
42,044


$
34,708


$
218,189     Nine Months Ended September 30, 2005Segment


Interest


Depreciation/


CapitalProfit(1)


Expense


Amortization(2)


Expenditures(Unaudited)Airport services

$
77,749


$
10,183


$
11,221


$
2,567Airport parking


10,956



6,722



3,431



4,153District energy


11,723



6,399



5,289



782Total

$
100,428


$
23,304


$
19,941


$
7,502     (1)
    
    Segment profit includes revenue less cost of sales. For the
    airport parking and district energy businesses, depreciation
    expense of $1.6 million and $4.3 million,
    respectively, are included in cost of sales for the nine months
    ended September 30, 2005.(2)
    
    Includes depreciation expense of property, equipment and
    leasehold improvements and amortization of intangible assets.
    Includes depreciation expense for the airport parking and
    district energy businesses which has also been included in
    segment profit.  14.
    Related
    Party Transactions  Management
    Services Agreement with Macquarie Infrastructure Management
    (USA) Inc., or MIMUSA
    day-to-day
 23




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Advisory
    and Other Services from the Macquarie Group and Its
    Affiliates
        Related
    Party Loans
   24




---



##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivative
    Instruments and Hedging Activities
            15.
    Income
    Taxes      Accounting for Income Taxes.
    16.
    Legal
    Proceedings and Contingencies  Form 10-K/A Form 10-Q/A
  17.
    Distributions   25




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18.
    Restatement
    Relating to Derivative Hedge Accounting        Form 10-Q/A Form 10-K/A,
      Quarter Ended


Nine Months EndedSeptember 30, 2005


September 30, 2005Reported


Restated


Reported


Restated($ in thousands, except per share amounts)Operating income(1)

$
6,451


$
6,479


$
19,831


$
19,859Other expense(1)(2)

$
(5,145
)

$
(3,904
)

$
(12,972
)

$
(9,697
)Net income

$
1,306


$
2,575


$
6,859


$
10,162Income per share: basic

$
0.05


$
0.10


$
0.26


$
0.38Income per share: diluted

$
0.05


$
0.09


$
0.25


$
0.38     (1)
    
    Certain reclassifications were made in the financial statements
    to conform to current year presentation.(2)
    
    Includes minority interests and income taxes. 26




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##### Table of Contents



MACQUARIE
    INFRASTRUCTURE COMPANY TRUST
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Quarter Ended


Nine Months EndedSeptember 30, 2005


September 30, 2005Reported


Restated


Reported


RestatedAirport Services
    BusinessOperating income(1)

$
6,410


$
6,439


$
19,524


$
19,582Other expense(1)(2)


(4,561
)


(2,272
)


(14,575
)


(11,575
)Net income


1,849



4,167



4,949



8,007Airport Parking
    BusinessOperating income

$
1,874


$
1,874


$
5,711


$
5,711Other expense(3)


(2,158
)


(2,127
)


(6,450
)


(6,392
)Net loss


(284
)


(253
)


(739
)


(681
)    (1)
    
    Certain reclassifications were made in the financial statements
    to conform to current year presentation.(2)
    
    Includes income taxes.(3)
    
    Includes income taxes and minority interests.    19.
    Subsequent
    Events  Distributions
    Sale of
    SEW
    Equity
    Offering
  Form S-3 333-138010 333-138010-01)
   27




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  GENERAL
            Changes
    in the Fair Value of Derivatives
    Tax
    Treatment of Distributions
       28




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##### Table of Contents



Acquisitions
    and Dispositions
    Form 10-Q Forms 10-Q/A Form 10-K/A,
  Airport
    Services Business
    Airport
    Parking Business
    The Gas
    Company (TGC)
    IMTT
   29




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##### Table of Contents



Dispositions
      Equity
    Offering
    Other
    Recent Developments
    RESULTS
    OF OPERATIONS
  Key
    Factors Affecting Operating Results
  
    positive contributions from our acquisitions including:  
    acquisition of the Trajen network of 23 FBOs;
    the acquisition of 50% of IMTT, which declared a
    $7.0 million distribution during the second quarter. This
    distribution reduced our investments in unconsolidated
    businesses on our balance sheet but was not included in our
    statement of operations;
    the TGC acquisition;
    acquisition of a Las Vegas FBO (Eagle Aviation Resources, or
    EAR) in our airport services business; and
    eight new locations in our airport parking business.  
    increased gross profit across our existing businesses driven by
    improved performance at our airport services and airport parking
    businesses;
    recognition of dividends, distributions and loan repayments from
    unconsolidated businesses totaling $14.0 million to date in
    2006;
    higher management fees, including the $4.1 million
    performance fee earned by the manager in the first quarter,
    which it has reinvested in shares of trust stock, and higher
    base management fees due to our increased asset base; and
    an increase in interest expense due to the overall increase in
    our debt to partially fund our acquisitions. 30




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##### Table of Contents




    a non-cash pre-tax unrealized loss on derivatives of
    $17.1 million and a non-cash pre-tax unrealized gain on
    derivatives of $3.1 million for the quarter and nine months
    ended September 30, 2006, respectively.    Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%(Restated)











(Restated)RevenueRevenue from product sales


105,557



36,201



69,356



191.6



204,691



100,592



104,099



103.5Service revenue


56,430



42,414



14,016



33.0



147,060



113,604



33,456



29.4Financing and equipment lease income


1,273



1,320



(47
)


(3.6
)


3,856



3,993



(137
)


(3.4
)163,260



79,935



83,325



104.2



355,607



218,189



137,418



63.0Costs and expensesCost of product sales


73,326



21,568



51,758



240.0



135,370



58,371



76,999



131.9Cost of services


26,541



22,824



3,717



16.3



70,205



59,390



10,815



18.2Gross profit


63,393



35,543



27,850



78.4



150,032



100,428



49,604



49.4Selling, general and administrative
    expenses


35,107



21,451



13,656



63.7



82,806



59,737



23,069



38.6Fees to manager


3,955



2,609



1,346



51.6



14,151



6,761



7,390



109.3Depreciation expense


4,138



1,506



2,632



174.8



7,969



4,253



3,716



87.4Amortization of intangibles


6,385



3,498



2,887



82.5



13,411



9,818



3,593



36.6Operating income


13,808



6,479



7,329



113.1



31,695



19,859



11,836



59.6Other income (expense)Dividend income


3,393



116



3,277



2,825.0



8,395



6,300



2,095



33.3Interest income


849



893



(44
)


(4.9
)


3,731



3,223



508



15.8Interest expense


(25,801
)


(8,064
)


(17,737
)


220.0



(57,068
)


(23,333
)


(33,735
)


144.6Equity in earnings and amortization
    charges of investees


1,734



1,954



(220
)


(11.3
)


7,302



2,468



4,834



195.9Unrealized gain (loss) on
    derivative instruments


(17,066
)


1,274



(18,340
)


(1,439.6
)


3,096



3,312



(216
)


(6.5
)Gain on sale of marketable
    securities


7,005







7,005







7,005







7,005



Other income (expense), net


(348
)


124



(472
)


(380.6
)


(421
)


(530
)


109



(20.6
)Net income (loss) before income
    taxes and minority interests


(16,426
)


2,776



(19,202
)


(691.7
)


3,735



11,299



(7,564
)


(66.9
)Income tax (benefit) expense


(6,270
)


220



(6,490
)


(2,950.0
)


(3,259
)


799



(4,058
)


(507.9
)Net income (loss) before minority
    interests


(10,156
)


2,556



(12,712
)


(497.3
)


6,994



10,500



(3,506
)


(33.4
)Minority interests


(138
)


(19
)


(119
)


626.3



14



338



(324
)


(95.9
)Net income (loss)


(10,018
)


2,575



(12,593
)


(489.0
)


6,980



10,162



(3,182
)


(31.3
)   Gross
    Profit
   31




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##### Table of Contents



Selling,
    General and Administrative Expenses
    
    $13.3 million additional costs from the addition of TGC and
    Trajen not reflected in 2005 results;
    additional costs at our parking businessess corporate
    office primarily to support a larger organization resulting from
    growth in number of locations and reorganization of the finance
    structure;
    additional compensation expense related to stock appreciation
    rights issued during 2006; and    Other
    Income (Expense)
          Income
    Taxes
     32




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##### Table of Contents



Earnings
    Before Interest, Taxes, Depreciation and Amortization, or
    EBITDA
      Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%(Restated)











(Restated)Net income (loss)


(10,018
)


2,575



(12,593
)


(489.0
)


6,980



10,162



(3,182
)


(31.3
)Interest expense, net


24,952



7,171



17,781



248.0



53,337



20,110



33,227



165.2Income taxes


(6,270
)


220



(6,490
)


(2,950.0
)


(3,259
)


799



(4,058
)


(507.9
)Depreciation(1)


6,562



3,491



3,071



88.0



14,852



10,122



4,730



46.7Amortization(2)


6,385



3,498



2,887



82.5



13,411



9,818



3,593



36.6EBITDA(3)


21,611



16,955



4,656



27.5



85,321



51,011



34,310



67.3     (1)
    
    Includes depreciation expense of $996,000, $555,000,
    $2.6 million and $1.6 million for the airport parking
    business for the quarters ended September 30, 2006 and 2005
    and the nine month periods ended on the same dates,
    respectively, and $1.4 million, $1.4 million,
    $4.3 million and $4.3 million for the district energy
    business for the quarters ended September 30, 2006 and 2005
    and the nine month periods ended on the same dates,
    respectively, which are included in the cost of services on our
    consolidated condensed income statement. Does not include
    $1.7 million and $2.9 million of depreciation expense
    related to our 50% investment in IMTT for the quarter and nine
    months ended September 30, 2006, respectively.(2)
    
    Does not include $998,000, $1.2 million, $2.9 million
    and $2.4 million of amortization expense related to
    intangible assets in connection with our investment in the toll
    road business for the quarters ended September 30, 2006 and
    2005 and the nine month periods ended on the same dates,
    respectively. Does not include $283,000 and $472,000 of
    amortization expense related to intangible assets of IMTT for
    the quarter and nine months ended September 30, 2006,
    respectively.(3)
    
    EBITDA for the periods includes non-cash unrealized gains
    (losses) on derivative instruments. Excluding these items,
    EBITDA would have been $38.7 million in the third quarter
    of 2006, or a 147.7% increase over 2005, and $82.2 million
    for the nine months ended September 30, 2006, or a 72.4%
    increase over 2005.  BUSINESS
    SEGMENT OPERATIONS
  Airport
    Services Business
     33




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##### Table of Contents



Key Factors Affecting Operating Results
  
    contribution of positive operating results from EAR, an FBO in
    Las Vegas which we acquired in August 2005;
    contribution of positive operating results from 23 FBOs of
    Trajen which we acquired in July 2006;
    higher dollar-based margin per gallon at existing locations with
    comparable volumes;
    increases in fuel prices;
    higher selling, general and administrative costs primarily
    relating to increased non cash and accrued compensation expense,
    office rent and utility costs and increased credit card fees
    based on higher revenues;
    costs incurred for the ongoing rebranding and integration of the
    Trajen locations;
    higher interest costs from higher debt levels resulting from the
    refinancing in December 2005 and the increased borrowings
    related to the acquisition of Trajen in July 2006, and
    non-cash unrealized losses in 2006 compared to unrealized gains
    in 2005. 34




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##### Table of Contents



Quarter
    Ended September 30, 2006 Compared to Quarter Ended
    September 30, 2005
  Existing Locations





TotalQuarter Ended











Quarter EndedSeptember 30





Acquisitions


September 302006


2005


Change


(1)


2006


2005


Change$


$


$


%


$


$


$


$


%($ in thousands)(Unaudited)RevenuesFuel revenue


40,041



36,201



3,840



10.6



29,313



69,354



36,201



33,153



91.6Non-fuel revenue


15,208



13,513



1,695



12.5



8,031



23,239



13,513



9,726



72.0Total revenue


55,249



49,714



5,535



11.1



37,344



92,593



49,714



42,879



86.3Cost of revenueCost of revenue-fuel


23,920



21,568



2,352



10.9



19,279



43,199



21,568



21,631



100.3Cost of revenue-non-fuel


1,734



1,624



110



6.8



378



2,112



1,624



488



30.0Total cost of revenue


25,654



23,192



2,462



10.6



19,657



45,311



23,192



22,119



95.4Fuel gross profit


16,121



14,633



1,488



10.2



10,034



26,155



14,633



11,522



78.7Non-fuel gross profit


13,474



11,889



1,585



13.3



7,653



21,127



11,889



9,238



77.7Gross Profit


29,595



26,522



3,073



11.6



17,687



47,282



26,522



20,760



78.3Selling, general and administrative
    expenses(2)


17,509



16,033



1,476



9.2



9,267



26,776



16,033



10,743



67.0Depreciation and amortization


4,166



4,050



116



2.9



3,881



8,047



4,050



3,997



98.7Operating income


7,920



6,439



1,481



23.0



4,539



12,459



6,439



6,020



93.5Other (income) expense


(593
)


68



(661
)


(972.1
)


3



(590
)


68



(658
)


(967.6
)Unrealized (gain)/loss on
    derivative instruments


11,260



(2,318
)


13,578



(585.8
)






11,260



(2,318
)


13,578



(585.8
)Interest expense, net


4,461



3,289



1,172



35.6



3,366



7,827



3,289



4,538



138.0Provision for income taxes


(2,591
)


1,233



(3,824
)


(310.1
)


456



(2,135
)


1,233



(3,368
)


(273.2
)Net income (loss)


(4,617
)


4,167



(8,784
)


(210.8
)


714



(3,903
)


4,167



(8,070
)


(193.7
)Reconciliation of net income
    (loss) to EBITDA:Net Income (loss)


(4,617
)


4,167



(8,784
)


(210.8
)


714



(3,903
)


4,167



(8,070
)


(193.7
)Interest expense, net


4,461



3,289



1,172



35.6



3,366



7,827



3,289



4,538



138.0Provision for income taxes


(2,591
)


1,233



(3,824
)


(310.1
)


456



(2,135
)


1,233



(3,368
)


(273.2
)Depreciation and amortization


4,166



4,050



116



2.9



3,881



8,047



4,050



3,997



98.7EBITDA


1,419



12,739



(11,320
)


(88.9
)


8,417



9,836



12,739



(2,903
)


(22.8
)     (1)
    
    Trajen contributed $16.5 million of gross profit and
    $7.8 million of EBITDA for the quarter ended
    September 30, 2006.(2)
    
    Corporation allocation expense of $862,000, with tax effect of
    $278,000, has been excluded from the above table for the quarter
    ended September 30, 2006. 35




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##### Table of Contents



Nine
    Months Ended September 30, 2006 Compared to Nine Months
    Ended September 30, 2005
  Existing Locations





TotalNine Months











Nine MonthsEnded September 30





Acquisitions


Ended September 302006


2005


Change


(1)


2006


2005


Change$


$


$


%


$


$


$


$


%($ in thousands)(Unaudited)RevenuesFuel revenue


117,346



100,592



16,754



16.7



40,298



157,644



100,592



57,052



56.7Non-fuel revenue


43,900



40,845



3,055



7.5



15,172



59,072



40,845



18,227



44.6Total revenue


161,246



141,437



19,809



14.0



55,470



216,716



141,437



75,279



53.2Cost of revenueCost of revenue-fuel


70,303



58,212



12,091



20.8



26,682



96,985



58,212



38,773



66.6Cost of revenue-non-fuel


5,324



5,476



(152
)


(2.8
)


678



6,002



5,476



526



9.6Total cost of revenue


75,627



63,688



11,939



18.7



27,360



102,987



63,688



39,299



61.7Fuel gross profit


47,043



42,380



4,663



11.0



13,616



60,659



42,380



18,279



43.1Non-fuel gross profit


38,576



35,369



3,207



9.1



14,494



53,070



35,369



17,701



50.0Gross Profit


85,619



77,749



7,870



10.1



28,110



113,729



77,749



35,980



46.3Selling, general and administrative
    expenses(2)


50,235



46,946



3,289



7.0



13,497



63,732



46,946



16,786



35.8Depreciation and amortization


11,528



11,221



307



2.7



5,390



16,918



11,221



5,697



50.8Operating income


23,856



19,582



4,274



21.8



9,223



33,079



19,582



13,497



68.9Other (income) expense


(528
)


1,022



(1,550
)


(151.7
)


3



(525
)


1,022



(1,547
)


(151.4
)Unrealized (gain)/loss on
    derivative instruments


364



(3,063
)


3,427



(111.9
)






364



(3,063
)


3,427



(111.9
)Interest expense, net


15,831



10,012



5,819



58.1



5,766



21,597



10,012



11,585



115.7Provision for income taxes


3,342



3,604



(262
)


(7.3
)


1,255



4,597



3,604



993



27.6Net Income


4,847



8,007



(3,160
)


(39.5
)


2,199



7,046



8,007



(961
)


(12.0
)Reconciliation of net income to
    EBITDA:Net Income


4,847



8,007



(3,160
)


(39.5
)


2,199



7,046



8,007



(961
)


(12.0
)Interest expense, net


15,831



10,012



5,819



58.1



5,766



21,597



10,012



11,585



115.7Provision for income taxes


3,342



3,604



(262
)


(7.3
)


1,255



4,597



3,604



993



27.6Depreciation and amortization


11,528



11,221



307



2.7



5,390



16,918



11,221



5,697



50.8EBITDA from continuing operations


35,548



32,844



2,704



8.2



14,610



50,158



32,844



17,314



52.7     (1)
    
    Trajen contributed $16.5 million of gross profit and
    $7.8 million of EBITDA for the quarter ended
    September 30, 2006.(2)
    
    Corporate allocation expense of $2.9 million, with tax
    effect of $930,000, has been excluded from the above table for
    the nine months ended September 30, 2006.  Revenue
    and Gross Profit
   36




---



##### Table of Contents



year-to-date
  
    inclusion of the results of EAR in the full quarter and nine
    months of 2006;
    inclusion of the results of Trajen for the majority of the third
    quarter of 2006;
    rising cost of fuel at existing locations, which we generally
    pass on to customers; and
    an increase in dollar-based margin per gallon at existing
    locations, resulting largely from a higher proportion of
    transient customers, which generally pay higher margins,
    partially offset in the nine month period by lower deicing
    activity in the first quarter of 2006 compared to 2005 due to
    milder weather in the northeast U.S.    Operating
    Expenses
    
    higher rent and utility costs;
    additional credit card fees related to increased fuel revenue;
    increased compensation expense largely due to the issuance of
    Stock Appreciation Rights in the first quarter of 2006; and
    costs incurred for the ongoing rebranding and integration of the
    Trajen locations.    Interest
    Expense, Net
   37




---



##### Table of Contents



EBITDA
    
    increased dollar-based margin per gallon;
    lower other expense due to transaction costs incurred in 2005
    relating to our acquisition of two FBOs in California;
    partially offset by lower de-icing revenues in the nine-month
    period; and
    higher selling, general and administrative costs and credit card
    fees.  The Gas
    Company
    Key Factors Affecting Operating Results
  
    Utility revenues were reduced by $4.4 million for two
    billing adjustments required by Hawaii regulators as a condition
    to our acquisition, $4.1 million of which is non-recurring.
    We received cash reimbursement for the full amount under the
    terms of our purchase agreement.
    Utility therm sales increased due primarily to increased usage
    by a single interruptible customer, despite a slight decrease in
    utility accounts. Utility contribution margins were also
    positively affected by lower line losses.
    Non-utility therm sales decrease reflects the net result of
    customers closing of a propane cogeneration unit, and
    contribution margin changes reflect price increases and a
    contract price adjustment.
    Operating and overhead costs increased for both the quarter and
    nine-month period due to higher utility costs, increased repair
    costs for distribution systems, transmission line inspections,
    personnel costs and benefit costs.
    Non-cash unrealized losses on derivatives.   38




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##### Table of Contents



Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%($ in thousands) (Unaudited)Contribution MarginRevenue  Utility


20,611



21,202



(591
)


(2.8
)


69,562



62,411



7,151



11.5Cost of Revenue  Utility


16,387



12,959



3,428



26.5



47,369



36,862



10,507



28.5Contribution Margin 
    Utility


4,224



8,243



(4,019
)


(48.8
)


22,193



25,549



(3,356
)


(13.1
)Revenue  Non-Utility


15,592



15,056



536



3.6



50,618



46,060



4,558



9.9Cost of revenue 
    Non-Utility


9,186



8,236



950



11.5



30,354



26,496



3,858



14.6Contribution Margin 
    Non-Utility


6,406



6,820



(414
)


(6.1
)


20,264



19,564



700



3.6Total Contribution
    margin


10,630



15,063



(4,433
)


(29.4
)


42,457



45,113



(2,656
)


(5.9
)Production


1,175



1,218



(43
)


(3.5
)


3,394



3,284



110



3.3Transmission and Distribution


3,379



3,268



111



3.4



10,428



9,810



618



6.3Gross profit


6,076



10,577



(4,501
)


(42.6
)


28,635



32,019



(3,384
)


(10.6
)Selling, general and
    administrative expenses(1)


3,790



4,026



(236
)


(5.9
)


12,199



12,103



96



0.8Depreciation and amortization


1,659



1,320



339



25.7



4,443



3,893



550



14.1Operating income


627



5,231



(4,604
)


(88.0
)


11,993



16,023



(4,030
)


(25.2
)Interest expense, net


(2,444
)


(1,076
)


(1,368
)


127.1



(6,404
)


(2,959
)


(3,445
)


116.4Other income (expense)


181



401



(220
)


(54.9
)


(1,663
)


1,875



(3,538
)


(188.7
)Gain on transfer of swap to TGC(2)


















5,969







5,969



Unrealized gain (loss) on
    derivatives


(5,865
)






(5,865
)






(3,953
)






(3,953
)


Income before taxes


(7,501
)


4,556



(12,057
)


(264.6
)


5,942



14,939



(8,997
)


(60.2
)Reconciliation of income (loss)
    before taxes to EBITDA:Income (loss) before taxes


(7,501
)


4,556



(12,057
)


(264.6
)


5,942



14,939



(8,997
)


(60.2
)Interest expense, net of interest
    income


2,444



1,076



1,368



127.1



6,404



2,959



3,445



116.4Depreciation and amortization


1,659



1,320



339



25.7



4,443



3,893



550



14.1EBITDA


(3,398
)


6,952



(10,350
)


(148.9
)


16,789



21,791



(5,002
)


(23.0
)     (1)
    
    Corporate allocation expenses of $1 million with a tax
    effect of $335,000 have been excluded for the quarter and nine
    months ended September 30, 2006 as it is eliminated in
    consolidation at the MIC level.(2)
    
    Eliminated in consolidation with MIC.  Contribution
    Margin and Gross Profit
   39




---



##### Table of Contents



Operating
    Expenses
    Interest
    Expense
    Other
    (Expense) Income
  right-of-way.
  EBITDA
   40




---



##### Table of Contents



Airport
    Parking Business
      
    the SunPark facilities located in Houston, Oklahoma City, St.
    Louis, Buffalo, Philadelphia and Columbus, acquired in October
    2005;
    the First Choice facility located in Cleveland, acquired in
    October 2005; and
    the Priority facility located in Philadelphia, acquired in July
    2005, was considered new for the nine-month period only.      Key
    Factors Affecting Operating Results
    
    contribution from new locations;
    price increases and reduced discounting in selected markets
    contributed to the 11.7% increase in average revenue per car out
    for comparable locations during the quarter;
    marketing efforts targeted at customers with a longer average
    stay increased average overnight occupancy by 2.2% for
    comparable locations during the quarter;
    improved operating margins at comparable locations;
    for the nine-months ended September 30, 2006, a cash settlement
    received, related to a 2003 acquisition included in other income
    and
    Non-cash unrealized gains and losses in derivatives. 41




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##### Table of Contents



Quarter
    Ended September 30, 2006 Compared to Quarter Ended
    September 30, 2005
  Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%($ in thousands)(Unaudited)Revenue


18,921



14,460



4,461



30.9



56,919



42,044



14,875



35.4Direct expenses(1)


13,701



10,794



2,907



26.9



40,660



31,088



9,572



30.8Gross profit


5,220



3,666



1,554



42.4



16,259



10,956



5,303



48.4Selling, general and
    administrative expenses


1,310



1,183



127



10.7



4,583



3,418



1,165



34.1Amortization of intangibles


472



609



(137
)


(22.5
)


1,350



1,827



(477
)


(26.1
)Operating income


3,438



1,874



1,564



83.5



10,326



5,711



4,615



80.8Interest expense, net


(4,859
)


(2,289
)


(2,570
)


112.3



(13,085
)


(6,692
)


(6,393
)


95.5Unrealized gain (loss) on
    derivative instruments


(796
)


37



(833
)


NM



208



68



140



205.9Other expense


(15
)


(19
)


4



(21.1
)


302



(22
)


324



NMProvision for income taxes


742







742



NM



785







785



NMMinority interest in loss (income)
    of consolidated subsidiaries


270



144



126



87.5



379



254



125



49.2Net loss(1)


(1,220
)


(253
)


(967
)


(382.2
)


(1,085
)


(681
)


(404
)


59.3Reconciliation of net loss to
    EBITDAInterest expense, net


4,859



2,289



2,570



112.3



13,085



6,692



6,393



95.5Provision for income taxes


(742
)






(742
)


NM



(785
)






(785
)


NMDepreciation


996



555



441



79.5



2,605



1,604



1,001



62.4Amortization of intangibles


472



609



(137
)


(22.5
)


1,350



1,827



(477
)


(26.1
)EBITDA


4,365



3,200



1,165



36.4



15,170



9,442



5,728



60.7       (1)
    
    Includes depreciation expense of $996,000 and $555,000 for the
    quarters ended September 30, 2006 and 2005, respectively,
    and $2.6 million and $1.6 million for the nine-months
    ended September 30, 2006 and 2005, respectively. Corporate
    allocation expense of $390,000 with federal tax effect of
    $157,000 has been excluded from the above table for the quarter
    ended September 30, 2006 as it is eliminated on
    consolidation at the MIC level. Corporate allocation expense of
    $2.8 million with federal tax effect of $1.1 million
    has been excluded from the above table for the nine-months ended
    September 30, 2006.  42




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##### Table of Contents



Quarter Ended


Nine Months EndedSeptember 30,


September 30,Operating Data

2006


2005


2006


2005Total Revenues
    (000s)(1):New locations


4,076



450



13,429



1,601Comparable locations


14,845



14,011



43,495



40,444Comparable locations increase
    (decrease)


5.90
%






7.50
%Gross Profit
    Percentage:New locations


31.16
%


3.54
%


29.60
%


15.59
%Comparable locations


26.6
%


25.9
%


28.19
%


27.02
%Parking Revenues
    (000s)(2):New locations


4,045



450



13,285



1,601Comparable locations


14,312



13,548



41,906



38,955Comparable locations increase
    (decrease)


5.6
%






7.6
%Cars Out(3):New locations


152,964



14,428



502,969



51,435Comparable locations


351,115



371,275



1,062,546



1,096,250Comparable locations increase
    (decrease)


(5.4
)%






(3.1
)%Average Revenue Per Car
    Out:New locations


26.45



31.16



26.41



31.12Comparable locations


40.76



36.49



39.44



35.54Comparable locations increase
    (decrease)


11.7
%






11.0
%Average Overnight Occupancy
    (AOO)(4):New locations


5,595



727



6,150



1,063Comparable locations


15,932



15,585



15,464



14,741Comparable locations increase
    (decrease)


2.2
%






4.9
%Locations:New locations


7Comparable locations


22     (1)
    
    Total revenues include revenues from all sources, including
    parking revenues, and non-parking revenues such as those derived
    from transportation services and rental of premises.(2)
    
    Parking revenues include all receipts from parking related
    revenue streams, which includes monthly membership, and third
    party distribution companies.(3)
    
    Cars out refers to the total number of customers exiting during
    the period.(4)
    
    Average overnight occupancy refers to aggregate average daily
    occupancy measured for all locations at the lowest point of the
    day and does not reflect turnover and intra-day activity.  Revenue
     43




---



##### Table of Contents



Direct
    Expenses
        Selling,
    General and Administrative Expenses
    Amortization
    of Intangibles
    Interest
    Expense, Net
   44




---



##### Table of Contents



30-day
    EBITDA
      District
    Energy Business
  Key
    Factors Affecting Operating Results
  
    lower average temperatures during peak cooling season
    (May-September) compared to the prior year resulted in 6% lower
    ton-hour
    sales, partially offset by contracted rate increases;
    capacity revenue increased due to four interruptible customers
    converting to continuous service over June through September and
    due to general increases in-line with inflation; and
    higher electricity costs related to signing new energy supply
    contracts at three of our plants.  45




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##### Table of Contents



Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%($ in thousands) (Unaudited)Cooling capacity revenue


4,422



4,179



243



5.8



12,852



12,365



487



3.9Cooling consumption revenue


9,113



9,615



(502
)


(5.2
)


15,846



16,339



(493
)


(3.0
)Other revenue


735



647



88



13.6



2,371



2,011



360



17.9Finance lease revenue


1,273



1,320



(47
)


(3.6
)


3,856



3,993



(137
)


(3.4
)Total revenue


15,543



15,761



(218
)


(1.4
)


34,925



34,708



217



0.6Direct expenses 
    electricity


6,377



6,117



260



4.3



10,662



10,398



264



2.5Direct expenses 
    other(1)


4,351



4,289



62



1.4



12,880



12,587



293



2.3Direct expenses  total


10,728



10,406



322



3.1



23,542



22,985



557



2.4Gross profit


4,815



5,355



(540
)


(10.1
)


11,383



11,723



(340
)


(2.9
)Selling, general and
    administrative expenses


993



826



167



20.2



2,768



2,541



227



8.9Amortization of intangibles


345



345











1,023



1,023







Operating income


3,477



4,184



(707
)


(16.9
)


7,592



8,159



(567
)


(6.9
)Interest expense, net


(2,105
)


(2,064
)


(41
)


2.0



(6,281
)


(6,222
)


(59
)


0.9Other income (expense)


49



34



15



44.1



14



331



(317
)


(95.8
)(Provision) benefit for income
    taxes


(468
)






(468
)






(229
)






(229
)


Minority interest


(133
)


(125
)


(8
)


6.4



(394
)


(592
)


198



(33.4
)Net income (loss) (2)


820



2,029



(1,209
)


(59.6
)


702



1,676



(974
)


(58.1
)Reconciliation of net income
    (loss) to EBITDANet income (loss)


820



2,029



(1,209
)


(59.6
)


702



1,676



(974
)


(58.1
)Interest expense, net


2,105



2,064



41



2.0



6,281



6,222



59



0.9Provision (benefit) for income
    taxes


468







468







229







229



Depreciation


1,427



1,430



(3
)


(0.2
)


4,277



4,266



11



0.3Amortization of intangibles


345



345











1,023



1,023







EBITDA


5,165



5,868



(703
)


(12.0
)


12,512



13,187



(675
)


(5.1
)     (1)
    
    Includes depreciation expense of $1.4 million for the
    quarters ended September 30, 2006 and 2005 and
    $4.3 million for the nine months ended September 30,
    2006 and 2005, respectively.(2)
    
    Corporate allocation expense of $593,000 and $1.9 million,
    with federal tax effect of $192,000 and $623,000, has been
    excluded from the above table for the quarter and year ended
    September 30, 2006, respectively, as they are eliminated in
    consolidation at the MIC level. The state tax benefit of $43,000
    and $141,000, which is not eliminated, is included in the above
    table.  Gross
    Profit
  ton-hour
 46




---



##### Table of Contents



Selling,
    General and Administrative Expense
    Interest
    Expense, Net
    Other
    income (expense)
    EBITDA
  ton-hour
  International-Matex
    Tank Terminals
      Key
    Factors Affecting Operating Results
  
    Terminal revenue and terminal gross profit increased principally
    due to increases in average tank rental rates.
    Environmental response gross profit decreased in the three-month
    period primarily due to activities related to hurricane Katrina
    which contributed substantially to the result for the third
    quarter in 2005 and did not
    re-occur in
    the third quarter in 2006.  47




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##### Table of Contents



Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%($ in thousands)(Unaudited)RevenueTerminal revenue


48,926



44,519



4,407



9.9



143,258



133,103



10,155



7.6Terminal revenue 
    heating


2,206



2,915



(709
)


(24.3
)


12,748



12,291



457



3.7Environmental response revenue


5,093



8,131



(3,038
)


(37.4
)


15,099



14,035



1,064



7.6Nursery revenue


1,550



1,281



269



21.0



7,607



8,134



(527
)


(6.5
)Total revenue


57,775



56,846



929



1.6



178,712



167,563



11,149



6.7Costs and expensesTerminal operating costs


25,298



27,171



(1,873
)


(6.9
)


74,029



73,038



991



1.4Terminal operating
    costs  fuel


2,253



3,171



(918
)


(28.9
)


11,688



12,676



(988
)


(7.8
)Environmental response operating
    costs


3,264



5,090



(1,826
)


(35.9
)


9,218



9,631



(413
)


(4.3
)Nursery operating costs


1,929



1,628



301



18.5



8,201



7,931



270



3.4Total operating costs


32,744



37,060



(4,316
)


(11.6
)


103,136



103,276



(140
)


(0.1
)Terminal gross profit


23,581



17,092



6,489



38.0



70,289



59,680



10,609



17.8Environmental response gross profit


1,829



3,041



(1,212
)


(39.9
)


5,881



4,404



1,477



33.5Nursery gross profit


(379
)


(347
)


(32
)


(9.2
)


(594
)


203



(797
)


(392.6
)Gross profit


25,031



19,786



5,245



26.5



75,576



64,287



11,289



17.6General and administrative expenses


5,301



5,234



67



1.3



16,167



15,447



720



4.7Depreciation and amortization


7,598



7,394



204



2.8



22,763



22,161



602



2.7Mark-to-market
    (gain) loss on
    non-hedging
    derivatives


13



(883
)


896



101.5



(973
)


(2,123
)


1,150



54.2Operating income


12,119



8,041



4,078



50.7



37,619



28,802



8,817



30.6Interest expense


3,257



5,643



(2,386
)


(42.3
)


12,657



16,977



(4,320
)


(25.4
)Provision for income taxes


3,808



1,064



2,744



257.9



10,294



5,358



4,936



92.1Net income


5,054



1,334



3,720



278.9



14,668



6,467



8,201



126.8Reconciliation of net income to
    EBITDA:Net income


5,054



1,334



3,720



278.9



14,668



6,467



8,201



126.8Interest expense


3,257



5,643



(2,386
)


(42.3
)


12,657



16,977



(4,320
)


(25.4
)Provision for income taxes


3,808



1,064



2,744



257.9



10,294



5,358



4,936



92.1Depreciation and amortization


7,598



7,394



204



2.8



22,763



22,161



602



2.7EBITDA


19,717



15,435



4,282



27.7



60,382



50,963



9,419



18.5       Revenue
    and Gross Profit
   48




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##### Table of Contents



re-occur
      Operating
    Expenses
    Interest
    Expense, Net
    EBITDA
    Toll Road
    Business
    
    our equity in the earnings of Connect M1-A1 Holdings Limited, or
    CHL, which we hold through Macquarie Yorkshire Limited, net of
    amortization expense; and
    net interest income resulting from loans between us and a
    subsidiary of CHL.  Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


Change


2006


2005


Change$


$


$


%


$


$


$


%($ in thousands)(Unaudited)Equity in earnings of investee


2,207



3,052



(845
)


(27.7
)


9,434



5,941



3,493



58.8Amortization


(998
)


(1,098
)


100



(9.1
)


(2,906
)


(3,474
)


568



(16.4
)Equity in earnings and
    amortization of investee


1,209



1,954



(745
)


(38.1
)


6,528



2,467



4,061



164.6      49




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##### Table of Contents



Investments
  Macquarie
    Communications Infrastructure Group, or MCG
    South
    East Water, or SEW
    LIQUIDITY
    AND CAPITAL RESOURCES
    
    all of our businesses and investments generate, and will
    continue to generate, significant operating cash flow;
    the ongoing maintenance capital expenditures associated with our
    businesses are modest and readily funded from their respective
    operating cash flow;
    all significant short-term growth capital expenditure will be
    funded with cash on hand or from committed undrawn debt
    facilities;
    payments on Thermal Chicago/Northwind Aladdins debt that
    will begin to amortize in 2007 can be paid from operating cash
    flow;
    we will be able to raise equity to refinance amounts borrowed
    under our revolving credit facility prior to its
    maturity; and
    IMTT will be able to refinance and increase the size of its
    existing debt facilities on amended terms during 2006 and 2007.
    following our equity refinancing following September 30,
    2006, we have $300.0 million of revolving financing
    available.    Our
    Consolidated Cash Flow
       50




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##### Table of Contents



Nine Months Ended, September 30,2006


2005


Change($ in thousands)Cash provided by operations

$
37,326


$
36,693



1.7
%Cash used in investing activities

$
(782,887
)

$
(131,069
)


NMCash provided by (used in)
    financing activities

$
667,806


$
(1,804
)


NM       Airport
    Services Business Cash Flow
  Nine Months EndedSeptember 30,


September 30,2006


2005($ in thousands)Cash provided by operations

$
24,675


$
16,307Cash used in investing activities

$
(350,211
)

$
(112,343
)Cash provided by financing
    activities

$
327,680


$
96,840     
    the acquisitions and financing of EAR and Trajen in August 2005
    and July 2006, respectively, that have increased cash flow from
    operations, cash used in investing activities and cash provided
    by financing activities in the first nine months of 2006
    compared to the first nine months of 2005;
    improved performance at existing locations resulting in
    increased cash flow from operations partially offset by;
    increases in interest expense reflecting higher debt levels and
    working capital due to paydown of Trajen payables prior to
    system integration and increases in accounts receivable;
    capital expenditures, included in cash from investing
    activities, were $3.9 million in 2006 compared to
    $3.5 million in 2005, and included $2.4 million for
    maintenance and $1.5 million for expansion; and
    distributions to MIC Inc., reducing cash from financing
    activities by $22.6 million in 2006 compared to $13.3
    million in 2005; 51




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##### Table of Contents



Form 10-K/A
  The Gas
    Company Business Cash Flow
    Nine Months EndedSeptember 30,2006


2005


Change$


$


$


%(in thousands)Cash provided by operations


12,955



15,019



(2,064
)


(13.7
)Cash used in investing activities


(263,968
)


(4,791
)


(259,177
)


NMCash provided by (used in)
    financing activities


252,450



(3,208
)


255,658



NM   
      
    The decrease in operating cash flow for the first nine months of
    2006 compared with 2005 was the result of transaction costs and
    normal working capital fluctuations.
    Cash used in investing activities for 2006 comprised
    $255.9 million for our purchase of TGCs net assets
    plus $8.1 million of capital expenditures. Of the total
    capital expenditures, $4.6 million were paid prior to
    MICs purchase of the business. The cash used in investing
    activities for 2005 was entirely for capital additions.
    Cash provided by financing activities for 2006 comprised
    $160.0 million of new term debt incurred to finance the
    purchase of TGC and $106.7 million of equity capital
    invested by MIC to purchase TGC less the sum of
    $3.3 million of MIC financing costs, dividends from TGC to
    MIC Inc. of $1 million and dividends from TGC to its prior
    owner of $9.9 million. The $3,208,000 of cash used in
    financing activities for the first nine months of 2005 related
    to TGC distributions to its then parent company.      Form 10-Q/A
 52




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##### Table of Contents



Airport
    Parking Business Cash Flow
  Nine Months EndedSept. 30,


Sept. 30,2006


2005($ in thousands)Cash provided by operations

$
4,206


$
3,433Cash used in investing activities

$
(2,975
)

$
(7,462
)Cash provided by financing
    activities

$
2,066


$
21,361     
    increased cash from operations in 2006 over 2005 is due to 2005
    acquisitions and improved operating margins at comparable
    locations.
    capital expenditures in 2006 exceeded those in 2005 by
    $1.9 million, due to fleet replacements and lot
    improvements at the Sunpark facilities: investing activities in
    2005 included deposits related to the Sunpark acquisition which
    closed in October 2005
    financing activities in 2005 included the sale of capital
    ($16 million) necessary to complete the Sunpark transaction
    together with an inter-company bridge loan ($4.8 million);
    financing activities in 2006 included the net proceeds from the
    debt refinance ($7.4 million), release of restricted cash
    ($1.1 million) no longer required under the terms of the
    new facility, offset by the repayment of the inter-company
    bridge loan ($4.8 million) and higher capital lease
    payments ($0.5 million).  Form 10-K/A
  District
    Energy Business Cash Flow
  Nine Months Ended September 30,


Change2006


2005


$


%($ in thousands)Cash provided by operations

$
6,868


$
8,058


$
(1,190
)


(14.8
)Cash used in investing activities


(1,247
)


(88
)


(1,159
)


(1317.0
)Cash used in financing activities


(5,940
)


(6,350
)


410



6.5     
    working capital usage reflecting timing of trade receivables and
    payment of accrued expenses;
    increase in cash used due to the timing of on-going maintenance
    capital expenditures for system reliability, growth capital
    expenditures for new customer connections and the 2005 goodwill
    adjustment of $694,000 related to our share of a settlement
    providing for the early release of escrow established with the
    Aladdin bankruptcy;
    dividend distributions of $7.4 million in 2006 compared to
    $6.5 million in 2005; and
    additional borrowings in 2006 of $1.7 million to finance
    capital expenditures.  Form 10-K 10-K
 53




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##### Table of Contents



IMTT Cash
    Flow
    Nine MonthsEnded September 30,2006


2005($ in thousands)Cash provided by operations

$
46,497


$
41,836Cash used in investing activities

$
(60,297
)

$
(21,819
)Cash provided by (used in)
    financing activities

$
79,161


$
(18,005
)     
    cash provided by operations increased due to an increase in
    EBITDA and a decrease in interest paid as discussed in Business
    Segment Operations;
    cash used in investing activities increased principally due to
    high levels of specific capital expenditure relating to the
    construction of the new facility at Geismar, LA and the
    construction of new storage tanks at IMTTs existing
    facility at St. Rose, LA as discussed in Capital
    Expenditure; and
    substantial cash was provided to IMTT from financing activities
    as a result of our investment in IMTT net of dividends paid to
    the existing shareholders of IMTT and repayments of borrowings.      Toll
    Road Business
    Investments
    in MCG and SEW
   54




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Capital
    Expenditures
    segment-by-segment
  Airport
    Services Business
  Maintenance
    Capital Expenditure
    Specific
    Capital Expenditure
    The
    Gas Company
  Capital
    Expenditure
    Airport
    Parking Business
  Maintenance
    Capital Expenditure
     55




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##### Table of Contents



Revised Commitments

(Amount in millions)Previous Capital Expenditure

$
3.60Acceleration of Fleet

$
0.50New Facility

$
0.39Signage Upgrades

$
0.30Other

$
0.05TOTAL

$
4.84     Specific
    Capital Expenditure
      District
    Energy Business
  Maintenance
    Capital Expenditure
    Specific
    Capital Expenditure
       56




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##### Table of Contents



IMTT
  Maintenance
    Capital Expenditure
    Specific
    Capital Expenditure
    Commitments
    and Contingencies
  Form 10-K/A Form 10-Q,
  MIC
    Inc.
   57




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##### Table of Contents



Airport
    Services GroupTrajen
    Payments due by period$ in thousands

Total


Prior to 12/31/06


2007-2008


2009-2010


2011 and ThereafterLong-term debt(1)

$
180,000


$



$



$
180,000


$
Property leases


71,404



1,277



9,739



9,408



50,980Notes payable


306



70



195



21



20Total

$
251,710


$
1,347


$
9,934


$
189,429


$
51,000     (1)
    
    The long-term debt represents the expansion of the existing debt
    facility relating to the Trajen acquisition.  CRITICAL
    ACCOUNTING POLICIES
  Form 10-K/A
  NEW
    ACCOUNTING PRONOUNCEMENTS
  Form 10-Q
  OTHER
    MATTERS
  Form 10-K
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Form 10-K 10-K
 58




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##### Table of Contents



Interest
    Rate Risk
  MIC Inc.
    Level Debt
    Airport
    Services Business
  non-amortizing
    The Gas
    Company
  non-amortizing
    IMTT
  90-day
 59




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##### Table of Contents



ITEM 4.
    CONTROLS
    AND PROCEDURES    Form 10-Q/A Form 10-K/A,
  Rule 13a-15(e)
 60




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##### Table of Contents




    We will continue to provide appropriate training to our
    accounting staff regarding hedge accounting for derivative
    instruments.
    We plan to update our policies and procedures to ensure that,
    with regard to hedge accounting for derivative instruments:
    Our procedures will require the completion and senior review of
    a detailed report listing the specific criteria supporting the
    determination that hedge accounting is appropriate at the
    inception or acquisition of a derivative instrument and an
    analysis of any required tests of hedge effectiveness.
    Our procedures will require the completion and senior review of
    a detailed report stating how we will test for effectiveness and
    measure ineffectiveness on a quarterly basis for each derivative
    instrument.
    Our procedures will require the completion and senior review of
    a detailed quarterly report reassessing the initial
    determination for each derivative instrument and, where
    applicable, retesting for effectiveness and measuring
    ineffectiveness.
    We will require that our policies and procedures for accounting
    for derivative instruments be reviewed periodically by an
    external consultant to address any changes in law,
    interpretations, or guidance relating to hedge accounting.
    An external consultant with hedge accounting expertise may
    review specific transactions from time to time to provide
    guidance on our accounting for derivatives instruments with
    regard to market practice.     PART II.
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K/A Form 10-Q/A
  ITEM 1A.
    RISK
    FACTORS  Forms 10-K 10-Q.
  Form 10-K/A
 61




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##### Table of Contents



Risks
    Related to Our Business
  We
    have only operated as a combined company since December 2004,
    during which time we have devoted significant resources to
    integrating our businesses, thereby diverting attention from
    strategic initiatives.
    The
    market price and marketability of our shares may from time to
    time be significantly affected by numerous factors beyond our
    control, which may adversely affect our ability to raise capital
    through future equity financings.
    
    price and volume fluctuations in the stock markets generally;
    significant volatility in the market price and trading volume of
    securities of registered investment companies, business
    development companies or companies in our sectors, which may not
    be related to the operating performance of these companies;
    fluctuations in interest rates;
    fluctuations in our earnings caused by marking to market on a
    quarterly basis our derivative instruments;
    changes in our earnings or variations in operating results;
    any shortfall in revenue or net income or any increase in losses
    from levels expected by securities analysts;
    changes in regulatory policies or tax law;
    operating performance of companies comparable to us;
    general economic trends and other external factors; and
    loss of a major funding source. 62




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##### Table of Contents



Certain
    provisions of the management services agreement, the second
    amended and restated operating agreement of the company, the
    second amended and restated trust agreement and other agreements
    make it difficult for third parties to acquire control of the
    trust and the company and could deprive you of the opportunity
    to obtain a takeover premium for your shares.
    
    our shares underperform a weighted average of two benchmark
    utilities indices by more than 30% in relative terms and more
    than 2.5% in absolute terms in 16 out of 20 consecutive quarters
    prior to and including the most recent full quarter, and the
    holders of a minimum of
    662/3%
    of the outstanding trust stock (excluding any shares of trust
    stock owned by our Manager or any affiliate of the Manager) vote
    to remove our Manager;
    our Manager materially breaches the terms of the management
    services agreement and such breach continues unremedied for
    60 days after notice;
    our Manager acts with gross negligence, willful misconduct, bad
    faith or reckless disregard of its duties in carrying out its
    obligations under the management services agreement, or engages
    in fraudulent or dishonest acts; or
    our Manager experiences certain bankruptcy events.  non-U.S. equity
      
    restrictions on the companys ability to enter into certain
    transactions with our major shareholders, with the exception of
    our Manager, modeled on the limitation contained in
    Section 203 of the Delaware General Corporation Law;
    allowing only the companys board of directors to fill
    vacancies, including newly created directorships, and requiring
    that directors may be removed only for cause and by a
    shareholder vote of
    662/3%; 63




---



##### Table of Contents




    requiring that only the companys chairman or board of
    directors may call a special meeting of our shareholders;
    prohibiting shareholders from taking any action by written
    consent;
    establishing advance notice requirements for nominations of
    candidates for election to the companys board of directors
    or for proposing matters that can be acted upon by our
    shareholders at a shareholders meeting;
    having a substantial number of additional shares of authorized
    but unissued trust stock;
    providing the companys board of directors with broad
    authority to amend the LLC agreement and the trust
    agreement; and
    requiring that any person who is the beneficial owner of ten
    percent or more of our shares to make a number of
    representations to the City of Chicago in its standard form of
    Economic Disclosure Statement, or EDS.    Our
    Managers affiliation with Macquarie Bank Limited and the
    Macquarie Group may result in conflicts of
    interest.
      Risks
    Related to Our New Businesses
  TGC
    relies on its synthetic natural gas, or SNG, plant, including
    its transmission pipeline, for a significant portion of its
    sales. Disruptions at that facility could adversely affect
    TGCs ability to serve customers.
    TGC
    depends heavily on the two Oahu oil refineries for liquefied
    petroleum gas and the primary feedstock for its SNG plant.
    Disruptions at either of those refineries may adversely affect
    TGCs operations.
   64




---



##### Table of Contents



TGCs
    most significant costs are locally-sourced LPG, LPG imports and
    feedstock for the SNG plant, the costs of which are directly
    related to petroleum prices. To the extent that these costs
    cannot be passed on to customers, TGCs sales and cash
    flows will be adversely affected.
    TGCs
    operations on the islands of Hawaii, Maui and Kauai rely on LPG
    that is transported to those islands by Jones Act qualified
    barges from Oahu and from non-Jones Act vessels from foreign
    ports. Disruptions to those vessels could adversely affect
    TGCs results of operations.
    The
    recovery of amounts expended for capital projects and operating
    expenses in the regulated operations is subject to approval by
    the Hawaii Public Utilities Commission, or HPUC, which exposes
    TGC to the risk of incurring costs that may not be recoverable
    from regulated customers.
    The
    non-regulated operations of TGC are subject to a variety of
    competitive pressures and the actions of competitors,
    particularly from other energy sources, could have a materially
    adverse effect on operating results.
    Approximately
    two-thirds of TGCs employees are members of a labor union.
    A work interruption may adversely affect TGCs
    business.
   65




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##### Table of Contents



TGCs
    operating results are affected by Hawaiis
    economy.
      TGC
    has certain environmental risks.
    Because
    of its geographic location, Hawaii, and in turn TGC, is subject
    to earthquakes and certain weather risks that could materially
    disrupt operations.
    TGC
    may face a greater exposure to terrorism than other businesses
    because of the nature of its products,
    TGCs
    income may be affected adversely if additional compliance costs
    are required as a result of new safety, health or environmental
    regulation.
    IMTTs
    business is dependent on the demand for bulk liquid storage
    capacity in the locations where it operates.
  vis-à-vis
 66




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##### Table of Contents



IMTTs
    business could be adversely affected by a substantial increase
    in bulk liquid storage capacity in the locations where it
    operates.
    IMTT
    is subject to environmental, health and safety risks that may
    impact its future cash flows and profitability.
    and/or
  IMTTs
    current debt facilities will need to be refinanced on amended
    terms and increased in size during 2006 and 2007 to provide the
    funding necessary for IMTT to fully pursue its expansion plans.
    The inability to refinance this debt on acceptable terms and to
    borrow additional amounts would have a material adverse effect
    on the business. Additionally, if interest rates or margins
    increase, the cost of servicing any refinancing debt will
    increase, reducing IMTTs profitability and its ability to
    pay dividends to us.
   67




---



##### Table of Contents



IMTTs
    business involves hazardous activities, is partly located in a
    region with a history of significant adverse weather events and
    is potentially a target for terrorist attacks. We cannot assure
    you that IMTT is, or will be in the future, adequately insured
    against all such risks.
    Hurricane
    Katrina resulted in labor and materials shortages in the regions
    affected. This may have a negative impact on the cost and
    construction timeline of IMTTs new storage facility in
    Louisiana, which could result in a loss of customer contracts
    and reduced revenues and profitability.
    Risks
    Related to Taxation
  Shareholders
    may be subject to taxation on their share of our taxable income,
    whether or not they receive cash distributions from
    us.
    If the
    company fails to satisfy the qualifying income
    exception, all of its income, including income derived from its
    non-U.S. assets,
    will be subject to an entity-level tax in the United States,
    which could result in a material reduction in our
    shareholders cash flow and after-tax return and thus could
    result in a substantial reduction in the value of the
    shares.
   68




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##### Table of Contents



non-U.S. assets. and/or
  The
    current treatment of qualified dividend income and long-term
    capital gains under current U.S. federal income tax law may
    be adversely affected, changed or repealed in the
    future.
    ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES  Form 10-Q/A Form 10-K/A,
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS  page E-l.
 69




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Peter
    Stokes    Title:
    Regular Trustee        By:
    /s/  Peter
    Stokes    Title:
    Chief Executive Officer      By:
    /s/  Francis
    T. Joyce  
   70




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description2
.1

Sale and Purchase Agreement dated
    August 23, 2006 among Macquarie Yorkshire LLC, MIC European
    Financing SarL, Macquarie Infrastructure Company LLC and
    Secondary Market Infrastructure Fund UK LP, and related form of
    Tax Deed (incorporated by reference to Exhibit 2.1 of the
    Registrants Current Report on Form 8-K filed with the SEC
    on August 28, 2006)2
.2

Irrevoable Undertaking and Drag
    Along Request (incorporated by reference to Exhibit 2.1 of the
    Registrants Current Report on Form 8-K filed with the SEC
    on October 2, 2006)10
.1

Loan Agreement dated as of
    September 1, 2006 between Parking Company of America Airports,
    LLC, Parking Company of America Airports Phoenix, LLC, PCAA SP,
    LLC and PCA Airports, Ltd., as borrowers, and Capmark Finance
    Inc., as lender (incorporated by reference to Exhibit 10.1 of
    the Registrants Current Report on Form 8-K filed with the
    SEC on September 7, 2006)31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of the Chief Executive Officer31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of the Chief Financial Officer31
.3

Rule 13a-14(a)/15d-14(a)
    Certification of Principal Accounting Officer32
.1

Section 1350 Certification of
    the Chief Executive Officer32
.2

Section 1350 Certification of
    the Chief Financial Officer  E-1