EXHIBIT 99.2

UNAUDITED PRO FORMA COMBINED CONSOLIDATED
FINANCIAL STATEMENTS

The Unaudited Pro Forma Combined Consolidated Financial Statements, or the pro forma financial statements, combine the historical consolidated financial statements of Macquarie Infrastructure Company LLC (“the Company”) and IMTT Holdings Inc. and Subsidiaries (“IMTT”) to illustrate the effects of: (a) the IMTT Acquisition and the change from the Company’s 50% investment in IMTT, which was accounted for under the equity method of accounting, to 100% consolidation of IMTT; and (b) the proposed financing thereof, in part, with proposed public offerings of limited liability company interests and convertible senior notes. The pro forma financial statements are based on, and should be read in conjunction with the:

• accompanying notes to the Unaudited Pro Forma Combined Consolidated Financial Statements;

• consolidated financial statements of the Company for the year ended December 31, 2013 and the quarter ended March 31, 2014 and the notes relating thereto, included in the Company's Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q; and

• consolidated financial statements of IMTT for the year ended December 31, 2013 and quarter ended March 31, 2014 and the notes relating thereto, included elsewhere in this Form 8-K.

The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the IMTT Acquisition, (2) factually supportable and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results. The Unaudited Pro Forma Combined Consolidated Statements of Operations, or the pro forma statements of operations, for the year ended December 31, 2013 and the quarter ended March 31, 2014, give effect to the IMTT Acquisition as if it occurred on January 1, 2013. The Unaudited Pro Forma Combined Consolidated Balance Sheet, or the pro forma balance sheet, as of March 31, 2014, gives effect to the IMTT Acquisition as if it occurred on March 31, 2014.

The pro forma financial statements have been prepared using the acquisition method of accounting under existing United States Generally Accepted Accounting Principles, or GAAP, and the regulations of the SEC. The Company is the acquirer in the IMTT Acquisition for accounting purposes. The purchase price has been allocated to IMTT’s assets and liabilities based upon their estimated fair values as of the date of completion of the IMTT Acquisition. The initial allocation is not complete because the evaluation necessary to assess the fair values of certain assets acquired will be completed subsequent to the consummation of the acquisition. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, the pro forma purchase price adjustments are preliminary, subject to future adjustments, and have been made solely for the purpose of providing an estimate of the unaudited pro forma combined financial information presented herewith. Differences between these provisional estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company's future results of operations and financial position.

In the opinion of management, all adjustments necessary to reflect the effects of the matters described above and in the notes to the unaudited pro forma combined consolidated financial information have been included and are based upon available information and assumptions that we believe are reasonable.

Further, the historical financial information presented herein has been adjusted to give pro forma effect to events that we believe are factually supportable and which are expected to have a continuing impact on our results. However, such adjustments are estimates and may not prove to be accurate. These adjustments are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-K for the three month period ended March 31, 2014.

The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the combined company's results of operations and financial position would have been had the IMTT Acquisition been completed on the dates indicated. The Company has incurred and expects to incur additional costs to integrate the Company’s and IMTT’s businesses. The pro forma financial statements do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the combined company. 

UNAUDITED PRO FORMA CONSOLIDATED COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2013

The accompanying notes are an integral part of these statements.

UNAUDITED PRO FORMA CONSOLIDATED COMBINED INCOME STATEMENT FOR THE QUARTER ENDED MARCH 31, 2014

The accompanying notes are an integral part of these statements.

UNAUDITED PRO FORMA CONSOLIDATED COMBINED BALANCE SHEET AS OF MARCH 31, 2014

The accompanying notes are an integral part of these statements.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS

(a) Represents the adjustment to the amortization of intangible assets, customer contracts and customer relationships, straight-lined over 20 years. See Note “h” for further discussion.

(b) Primarily represents the interest expense incurred from the convertible senior notes outstanding and the amortization of deferred financing costs incurred in connection with the convertible senior notes offered, the undrawn MIC Holding Company senior secured revolving credit facility and the amended IMTT revolving credit facilities.

(c) Represents the adjustment to remove the Company’s share (50%) of IMTT’s income accounted for under the equity method of accounting.

(d) Represents the adjustment to record the expected tax expense based on an estimated combined statutory federal and state tax rate of 46.0% for the year ended December 31, 2013 and 40.0% for the quarter ended March 31, 2014.

(e) Both basic and diluted weighted average shares outstanding include the shares offered in connection with the equity offering and the shares issued to the seller as part of the consideration for the IMTT Acquisition. Shares are assumed to be issued and outstanding as of January 1st of both periods.

(f) Primarily represents the cash proceeds from the issuance of new equity and convertible senior secured notes, net of underwriting fees and discounts, offset by the cash utilized to fund the purchase price of the IMTT Acquisition.

(g) Represents the adjustment to remove the Company’s book value of its 50% investment in IMTT, and the associated deferred taxes, accounted for under the equity method of accounting. Deferred taxes also includes the estimated federal taxes associated with the estimated intangibles acquired in connection with the IMTT Acquisition. See Note “h” for further discussion.

(h) Represents the adjustment to record the estimated fair value of acquired intangibles, primarily customer contracts and customer relationships, on the date of the IMTT Acquisition. The estimated fair value of the intangible assets was calculated utilizing a variation of the income approach based on the net present value of the expected future cash flows generated resulting from the contracted portion of terminal revenues. The Company applied an estimated useful life of 20 years similar to conventions used by other industry participants.

The Company has not had sufficient time to completely evaluate the tangible and identifiable intangible assets of IMTT. Accordingly, the unaudited pro forma adjustments, including the allocations of the acquisition consideration, have been made solely for the purpose of providing unaudited pro forma consolidated financial information. A final determination of the acquisition consideration and fair values of IMTT’s assets and liabilities, which cannot be made before the completion of the acquisition, will be based on the actual net tangible and intangible assets of IMTT that exist as of the date of completion of the transaction. Consequently, amounts preliminarily allocated to intangible assets could change significantly from those allocations used in the unaudited pro forma consolidated financial statements presented herein and could result in a material change in amortization of acquired intangible assets.

(i) Represents deferred financing costs capitalized in connection with the convertible senior notes offered, the undrawn MIC Holding Company senior secured revolving credit facility and the amended IMTT revolving credit facilities.

(j) Represents the convertible senior notes issued as part of the funding of the IMTT Acquisition.

(k) Represents the issuance of shares under the equity offering and shares issued to the seller as part of the consideration for the IMTT Acquisition, offset by underwriting fees, discounts and costs incurred in connection with the offering.

(l) Represents the elimination of IMTT equity balance prior to this transaction.