MIC September 2018
Important Notice This presentation by Macquarie Infrastructure Corporation (MIC) is proprietary and all rights are reserved. Any reproduction, in whole or in part, without the prior written consent of MIC is prohibited. This presentation is based on information generally available to the public and does not contain any material, non-public information. The presentation has been prepared solely for informational purposes. It is not a solicitation of any offer to buy or sell any security or instrument. This presentation contains forward-looking statements. Forwardlooking statements in this presentation are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. A description of known risks that could cause our actual results to differ appears under the caption Risk Factors in our Form 10-K filed with the SEC on February 21, 2018, our Form 10-Q filed with the SEC on August 1, 2018, and other materials filed with the SEC subsequently. Additional risks of which we are not currently aware could also cause our actual results to differ. These forward-looking statements are made as of the date of this presentation. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. Macquarie Group consists of Macquarie Group Limited and its worldwide subsidiaries and affiliates. MIC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of MIC. Use of Non-GAAP Metrics In addition to our results under U.S. GAAP, we use certain non- GAAP measures to assess the performance and prospects of our businesses. In particular, we use EBITDA excluding non-cash items, Free Cash Flow and certain proportionately combined financial metrics. Proportionately combined financial metrics reflect our proportionate ownership interest in our wind and solar facilities. We define EBITDA excluding non-cash items as net income (loss) or earnings the most comparable GAAP measure before interest, taxes, depreciation and amortization and non-cash items including impairments, unrealized derivative gains and losses, adjustments for other non-cash items and pension expense reflected in the statements of operations. EBITDA excluding noncash items also excludes base management fees and performance fees, if any, whether paid in cash or stock. We define Free Cash Flow as cash from operating activities the most comparable GAAP measure which includes cash paid for interest, taxes and pension contributions, less maintenance capital expenditures, which includes principal repayments on capital lease obligations used to fund maintenance capital expenditures, and excludes changes in working capital. Please review our Form 10-Q and earnings release, filed on August 1, 2018, for a complete discussion of our use of non-gaap metrics and reconciliations to the most comparable GAAP measures. PAGE 2
MIC Overview MIC provides investors with an opportunity to generate an attractive risk-adjusted total return through the ownership of infrastructure and infrastructure-like businesses Ticker Symbol NYSE: MIC Market Capitalization 1 ~$4.0 billion Current Dividend 2 $4.00/share Dividend Yield 1,2 ~8.5% Credit Rating BBB 3 MIC s businesses: Are large-scale, capital intensive providers of essential services upon which the growth of a modern community depend Employ long-lived, high-value physical assets that often create a privileged position in their respective markets Tend to generate revenue and/or gross profit that reflects a pass through of rising costs and insulates investors from the negative aspects of historically normal rates of inflation We are confident in our ability to continue to deliver long-term value to shareholders: Expertise and track record of success Disciplined capital management Balance sheet strength and flexibility Organic and inorganic growth prospects 1. As of September 5, 2018. 2. Reflects quarterly dividend of $1.00/share, declared for the quarter ended June 30, 2018, annualized. Dividends are subject to the continued stable performance of MIC s businesses, no material deterioration in the condition of the broader U.S. economy, and authorization of the Company s Board of Directors. 3. S&P Global Ratings, a business unit of Standard & Poor s Financial Services LLC. PAGE 3
MIC Overview Owns and operates a diverse portfolio of infrastructure businesses in the U.S. IMTT An industry leader in the handling and storage of bulk liquid petroleum, chemical and agricultural products 46% of EBITDA 1 Atlantic Aviation Operates one of the largest networks of fixed base operations (FBOs) across the U.S. 37% of EBITDA 1 Contracted Controlling interests in seven solar 10% Power 2 facilities and two wind facilities 2 of EBITDA 1 MIC Hawaii Comprises Hawaii Gas and businesses collectively engaged in efforts to reduce the cost and improve the reliability and sustainability of energy in Hawaii 7% of EBITDA 1 1. Proportionately combined EBITDA for the three months ended June 30, 2018, pro forma to exclude BEC (announced on July 29, 2018) and reflecting MIC s proportionate ownership interest in its wind and solar facilities. Excludes $9.9 million of losses from MIC Corporate. 2. MIC announced that it has entered into an agreement to sell 100% of BEC, which currently forms part of the Contracted Power segment. The transaction is expected to close in the fourth quarter of 2018, subject to receipt of customary regulatory and other approvals. PAGE 4
International-Matex Tank Terminals Business Overview An independent provider of bulk liquid terminal services in the U.S. Stores and handles refined petroleum products, chemicals, and vegetable/tropical oils Services include storage tank rentals, dock and inter-modal transportation access, product throughput, heating, blending, and packaging Presence in key commodity distribution, transhipment, and trading hubs Demand tied to the overall level of commodity consumption, import and export activity, and geographical imbalances in commodity supply and demand Expected to grow through investments in additional capacity and capability Key Statistics Geographic Footprint 5 Terminals 1 Storage Capacity 2 Net Income 3 EBITDA excluding non-cash items 3 Cash from Operations 3 Free Cash Flow 3 19 (17 U.S. / 2 Canada) 48.6 million barrels $362.1 million $312.9 million $252.9 million $231.7 million Net Debt/EBITDA 3,4 3.7x 1. One Canadian facility is 20% owned by IMTT. 2. As of June 30, 2018. Includes 3.0m bbl in Newfoundland and 0.6m bbl in Geismar not subject to lease agreements. 3. For the twelve months ended June 30, 2018. EBITDA excluding non-cash items and Free Cash Flow are non-gaap measures. 4. Pro forma for full year EBITDA impact of acquisitions in 2017 and the repayment of $150 million outstanding on the revolving credit facility using the proceeds of the sale of BEC. 5. IMTT s two Canadian facilities are not depicted. PAGE 5
IMTT Key Markets IMTT St. Rose IMTT Bayonne PAGE 6
Atlantic Aviation Domestic FBO Network Owns one of the largest U.S. networks of Fixed Base Operations Provides fuel and fuel related services, de-icing, aircraft parking, hangar rental, catering, and other services primarily to general aviation (non-commercial) aircraft owners and operators Operates at 70 domestic airports subject to long-dated leases granted by airport authorities Demand driven bygeneral aviation flight activity, the installed base of turbine aircraft, and average fuel consumption across the installed base Changes in underlying fuel costs are passed through to consumers - seeks to maintain, and ultimately grow, dollar based fuel margins Locations 1 70 Key Statistics Geographic Footprint 1,5 WA Remaining Lease Life 1,2 Net Income 3 EBITDA excluding non-cash items 3 Cash from Operations 3 Free Cash Flow 3 20.1 years $139.6 million $256.2 million $217.2 million $200.4 million Net Debt/EBITDA 3,4 2.6x 1. As of June 30, 2018. 2. Weighted by EBITDA excluding non-cash items in the prior calendar year, adjusted for the impact of acquisitions and dispositions. 3. For the twelve months ended June 30, 2018. EBITDA excluding non-cash items and Free Cash Flow are non-gaap measures. 4. Pro forma for full year EBITDA impact of acquisitions in 2017. 5. Not depicted are four locations in Alaska. PAGE 7
Atlantic Aviation Las Vegas, NV New 37,000 ft 2 hangar at LAX PAGE 8
Contracted Power Business Overview Employs proven power technologies to produce a stable stream of cash flows Controlling interests in solar / wind facilities, 100% of a gas-fired facility - Announced agreement to sell 100% of BEC power generation facility on July 29, 2018 - Expected to close in 4Q 18, subject to receipt of customary regulatory and other approvals Electricity sold to creditworthy off-takers, typically under multi-year contracts - Renewables have weighted average remaining contract life of ~15 years (MW weighted) Joint venture with a developer of renewable power generation and storage projects Key Statistics Capacity Growth Gross Generating Capacity 1 Net Income 2 989MW $36.2 million 1,000 800 EBITDA excluding non-cash items 2,3 Cash from Operations 2 Free Cash Flow 2 $112.9 million $79.0 million $85.1 million 1. As of June 30, 2018. BEC has a generation capacity of 644MW. 2. For the twelve months ended June 30, 2018. EBITDA excluding non-cash items and Free Cash Flow are non-gaap measures. Reflects 100% of reported segment results, not MIC s proportionate interest in the wind and solar power businesses. 3. Expected contribution to Adjusted EBITDA from BEC in 2018 of $52.0 million, as disclosed in the 2Q 18 Supplemental Materials presented on August 2, 2018. MWs 600 400 200-2012 2013 2014 2015 2016 2017 2Q'18 Renewables BEC PAGE 9
Contracted Power Bayonne Energy Center Representative Solar PV Facility PAGE 10
Contracted Power Sale of Bayonne Energy Center 644MW power generation facility to be sold for approximately $900 million Transaction values BEC at approximately $1,400 per kilowatt of generating capacity Net proceeds to be used to: - Reduce debt: Repay $150 million outstanding on the revolving credit facility at IMTT - Reduce debt: Deconsolidate $243.5 million asset level financing - Enhance financial flexibility: Fund a portion of planned growth capital deployments in 2018 and 2019 without accessing external capital Bayonne Energy Center PAGE 11
MIC Hawaii Business Overview Provider of low cost, clean, reliable energy to customers in Hawaii Hawaii Gas: a regulated gas utility, unregulated liquefied petroleum gas (LPG) distribution business Hawaii s only government franchised gas utility Processes and distributes gas across Hawaii s six main islands Waihonu Solar: 7MW facilities located on Oahu Critchfield Pacific: a design-build mechanical contractor Other distributed generation projects serving commercial users under long-term contracts Net Income 1 Key Statistics $21.2 million Kauai Utility and Non-Utility Geographic Footprint EBITDA excluding non-cash items 1 Cash from Operations 1 $53.0 million $37.8 million Oahu Headquarters SNG Manufacturing Plant Utility and Non-Utility Solar Facilities Molokai & Lanai Utility and Non-Utility Maui Utility and Non-Utility Free Cash Flow 1 $32.5 million Net Debt/EBITDA excluding non-cash items 1,2 3.9x Solar Hawaii Utility and Non-Utility 1. For the twelve months ended June 30, 2018. EBITDA excluding non-cash items and Free Cash Flow are non-gaap measures. Reflects 100% of the segment result, not MIC s proportionate interest in the solar power business. 2. Excludes renewable business in MIC Hawaii segment. PAGE 12
MIC Hawaii Hawaii Gas Waihonu Solar Facilities PAGE 13
MIC Strategic Priorities
MIC Strategic Priorities Multiple value-enhancing initiatives currently underway 1 2 3 Priority Initiatives / Objectives Cost / Timeline Reinforce the infrastructure characteristics of MIC s businesses Efficiently manage capital Reduce leverage, increase financial flexibility Repurpose up to 3 million barrels of capacity at IMTT to products with better demand outlook Reposition IMTT estate to increase interconnectivity, capacity and capability ~$35 million, up to 18 months, EBITDA generative on re-contracting ~$190 million, over three years EBITDA and Free Cash Flow generative as individual projects progress and complete (12-24 months) Prioritize capital expenditure $300 million of growth capital expected to be deployed or committed in 2018 Complete strategic review of Contracted Power Divested BEC for ~$900 million, expected to close in 4Q 18, review of renewable assets underway Sell smaller, non-core operations ~$40 million realized to date, not including BEC Reduce leverage/net debt with proceeds of asset sales Ongoing, with the sale of BEC resulting in the deconsolidation of $243.5 million asset level financing and the repayment of $150 million outstanding on the revolving credit facility at IMTT Extend tenor of debt facilities Preparing for upcoming July 2019 maturity of certain convertible debt facilities PAGE 15
Priority One: Reinforce Infrastructure Characteristics - IMTT
IMTT Facilities Overview Two major terminal locations represent more than 80% of total storage capacity, in privileged positions in two of the four major marine bulk liquid markets in the US Terminal Barrel capacity (45.0 million) 1 : Capacity (m barrels) Capacity (% of total) Heavy & Residual Key Products 2 Distillates & Gasoline Chemical Vegetable & Tropical St Rose 16.3 36.2% Gretna 2.3 5.1% Avondale 1.1 2.4% Geismar 0.7 1.6% LMR 20.3 45.1% Bayonne 15.9 35.3% Renewable IMTT terminals privileged positions Lower Mississippi River (20.3 million barrels) St. Rose in close proximity to some of the largest, most efficient refineries in North America Geismar well positioned to capitalize on growth in export petrochemical production Avondale positioning as tropical oil hub Opportunities exist to repurpose and enhance clean product capacity and further improve terminal connectivity Quebec 2.0 4.4% Savannah-N 1.1 2.4% Savannah-S 1.0 2.2% Chesapeake 1.0 2.2% Lemont 0.9 2.0% Joliet 0.7 1.6% Other 3 2.1 4.7% Other 8.8 19.6% Total 45.0 100.0% Source: IMTT. As at June 30, 2018. 1. Excludes 3.0m bbl in Newfoundland and 0.6 million bbl related to a customer in Geismar. 2. Key Products excludes crude oil, which is only stored at St Rose. 3. Alamogordo, Bremen, Macon, Montgomery, Moundville, Richmond (VA), Richmond (CA). Bayonne (15.9 million barrels) Bayonne largest facility in New York Harbor, with premier marine infrastructure including 20 berths and deep draft Handles primarily refined petroleum products for domestic consumption in New York and Northeast markets Opportunities exist to further enhance strategic positioning through improvements in pipelines and intermodal connectivity PAGE 17
IMTT Product Capacity IMTT s portfolio is well diversified including significant capacity serving chemical, vegetable / tropical oils, and renewable products Barrels of capacity by product 1 : Chemical, Vegetable / Tropical Oils, and Renewables (26%) Continue to leverage privileged geographic locations to meet growing demand and increase product diversification Renewable Vegetable and 1.5 Tropical Oils 2.5 Chemical 7.7 Crude 0.8 Heavy and Residual Oil 17.3 Heavy and Residual (38%) Diversified sub product mix with continued customer interest Rightsizing capacity into clean products as part of ~3 million barrel repurposing strategy Highly flexible capacity handling a broad array of heavy products Gasoline 4.7 Two thirds of existing capacity located in the Lower Mississippi River ( LMR ) Distillates 10.5 Gasoline and Distillates (34%) Significant portion located in Bayonne, NJ facility in New York Harbor Opportunities from growing export market in LMR In New York Harbor s mature market, focus is on infrastructure enhancement to better integrate with customer supply chains Source: IMTT. As at June 30, 2018. 1. Excludes 3.0m bbl in Newfoundland and 0.6m bbl related to a customer in Geismar. PAGE 18
IMTT Repurposing Leverage IMTT s privileged position to respond to market changes and capitalize on growth opportunities Repurposing (existing tanks) Expands customer base Diversifies product mix Leverages existing asset base Increases attractiveness of terminals What is it? Clean and convert up to 3 million barrels of existing Heavy and Residual tanks and install ancillary infrastructure to store and handle clean products What is the potential capex and earnings impact? 1 Capex: Up to $35 million by December 31, 2019 (1.3 million underway, 0.9 million re-contracted) EBITDA multiple: 2.0 3.0x Short time for completion Shorter payback Reduces exposure to heavy and residual oil How long does it take? 3 to 9 months per tank depending on previous product stored, degree of cleaning required for new product, installation of ancillary infrastructure Which products and terminals? Majority of projects are related to clean petroleum and chemicals and are located on the LMR 1. Subject to ongoing assessment and approval on the basis of investment considerations, market conditions, satisfactory due diligence and business performance. PAGE 19
IMTT Repurposing Tank undergoing repurposing at IMTT PAGE 20
IMTT LMR Heavy and Residual Capacity Post Repurposing Post repurposing up to 3 million barrels of Heavy and Residual capacity on the LMR, approximately three-quarters of remaining storage capacity associated with refining and industrial demand IMTT Attributes on the LMR Stored Heavy and Residual Products on the LMR Flexible tank configuration Refinery Feedstock Marine Fuel/Blend Stock 18 barge and ship berths Tanks capable of storing asphalt and a variety of other products requiring elevated heat Use: Processed / re-refined to produce more middle distillates Product: VGO and VTB Use: Fuel for shipping industry Product: High and low sulphur marine fuel, cutter stock Diverse tank sizes and blending capabilities Residual Oil Other Products Proximity to complex refineries Access to decongested port with deep draft Use: Back-up fuel for power generation, exports Product: 6 Oil Use: Roads, buildings, roofs, tires and hoses Product: Asphalt and CBO Source: IMTT. As at June 30, 2018. PAGE 21
IMTT Repositioning (new capabilities) Leverage IMTT s privileged position to respond to market changes and capitalize on growth opportunities Repurposing (new capabilities) Expands customer base Integration with fundamental users supply chains Adds inter-modal capabilities Leverages IMTT s experience on similar projects What is it? Investments in truck, pipeline, marine and rail infrastructure to better integrate existing IMTT terminals with customer supply chains What is the potential capex and earnings impact? 1 Five projects under evaluation Capex: $150-200 million over the next four years EBITDA multiple: 7.0 9.5x Increases attractiveness of terminals How long does it take? 12 to 24 months depending on engineering complexity, permitting, rights of way, and construction Which products and terminals? Majority of projects are related to transportation fuels (gasoline, diesel, jet fuel) and are located in the NYH and on the LMR 1. Subject to ongoing assessment and approval on the basis of investment considerations, market conditions, satisfactory due diligence and business performance. PAGE 22
IMTT Repositioning (new capacity) Leverage IMTT s privileged position to respond to market changes and capitalize on growth opportunities Repositioning (new tanks) Expands customer base Integration with fundamental users Diversifies product mix (chemical and tropical) Enhances terminals footprint What is it? Build new tanks and logistics infrastructure primarily at existing IMTT terminals to serve customer needs for product storage What is the potential capex and earnings impact? 1 Ten projects under evaluation Capex: $325-425 million over the next four years EBITDA multiple: 6.0 10.0x Long term contracts Customer backed How long does it take? 12 to 36 months depending on engineering complexity, permitting, commercial negotiation, and construction Which products and terminals? Majority of projects are related to chemical and tropical oil products and are located on the LMR and other smaller terminals 1. Subject to ongoing assessment and approval on the basis of investment considerations, market conditions, satisfactory due diligence and business performance. PAGE 23
Priority Two: Efficient Capital Management
2018 Capital Deployment Forecast 2018 growth capital deployment and commitments of $300 million, maintenance capital expenditures of $63 million Maintenance Capex 2018E Maintenance Capex: $63 million 2018E Committed Capex: $185 million Growth Capex 2018E Strategic Capex: $115 million ($ millions) ($ millions) ($ millions) Business Unit Prior Outlook 1 Current Outlook 2 Business Unit Prior Outlook 1 Current Outlook 2 Business Unit Prior Outlook 1 Current Outlook 2 IMTT 2 20-25 35 3 Atlantic Aviation 8-10 8 Contracted Power - 13 MIC Hawaii 7-8 7 IMTT 30 37 Atlantic Aviation 75 75 Contracted Power 45 55 MIC Hawaii 15 13 IMTT Repurposing 30 14 and Repositioning 3 Other Strategic Capex 90-110 101 TOTAL 120-140 115 TOTAL 35-45 63 Corporate and Other 5 5 TOTAL 170 185 Note: Totals may not add due to rounding. 1. Reported on May 2, 2018 with Q1 2018 financial results. 2. Reported on August 2, 2018 with Q2 2018 financial results. 3. Reflects classification of $10 million of repurposing capex as Maintenance Capex and $6m to Committed Capex. PAGE 25
Growth Capital Deployment Funded Through Efficient Capital Management Description 2018E Current outlook for adjusted free cash flow (proportionately combined) 1 : 494.5 Net proceeds from sale of BEC after debt reduction 2 506.5 Dividend at $1.00/share/quarter guidance 3 (341.0) Amount available to fund 2018E growth capital 660.0 Target growth capital deployment (300.0) Amount available to fund 2019E growth capital and enhance financial flexibility 360.0 The residual $360 million enhances financial flexibility With 2019 Free Cash Flow, funds a portion of growth projects in 2019 Enhances balance sheet strength and flexibility Consider options to return any excess capital while the sale non-core assets continue to be assessed. 1. Includes only MIC s proportionate interest in its wind and solar facilities within the Contracted Power and MIC Hawaii segments. 2. Net proceeds from the sale of BEC is calculated as $900m proceeds less the deconsolidation of $243.5m asset level financing and the repayment of $150m outstanding on the revolving credit facility at IMTT. 3. Includes dividend of $1.44/per share for the fourth quarter of 2017 paid in March 2018 PAGE 26
Priority Three: Credit Profile - Enhance Financial Flexibility
Credit Profile Holding company rated BBB- (S&P) Proportionately combined leverage ratio of 5.0x (excluding renewable assets) 1 As of July 31, 2018: Business MIC Corporate IMTT Atlantic Aviation Contracted Power MIC Hawaii 5 Debt Revolving Facility Convertible Senior Notes Senior Notes Tax-Exempt Bonds 3 Revolving Facility Term Loan Revolving Facility Weighted Average Remaining Life (Years) 3.4 3.2 7.7 3.8 1.8 3.2 3.2 Renewables Project Finance 13.9 BEC Term Loan 4 4.0 Term Loan Senior Notes Revolving Facility 5.1 4.0 4.5 Balance Outstanding ($000 s) 1 141,500 752,445 600,000 508,975 217,000 380,000 291,000 254,759 246,000 96,051 100,000 15,000 Weighted Average Rate 2 3.83% 2.41% 3.97% 3.34% 3.58% 2.75% 3.83% 4.84% 3.91% 2.85% 4.22% 3.33% Total 4.8 3,602,730 3.42% 1. Proportionate to MIC s ownership interest. 2. Reflects annualized interest rate on all facilities including interest rate hedges. 3. Interest rate reflects the impact of the Tax Cuts and Jobs Act. 4. The BEC Term Loan balance of $246.0 million was classified as Liabilities held for sale on the Consolidated Condensed Balance Sheet for June 30, 2018. 5. Excludes $2.3m of equipment loans at the MIC Hawaii business. PAGE 28
MIC Contact for additional information Jay Davis Managing Director Dileep Murthy Vice President 125 W. 55th Street, Level 15 New York, NY 10019 +1 (212) 231-1825 125 W. 55th Street, Level 15 New York, NY 10019 +1 (212) 231-6641 jay.davis@macquarie.com dileep.murthy@macquarie.com PAGE 29
APPENDICES
Financial Results for the Quarter and Six Months Ended June 30, 2018
Results and Guidance Consolidated and Proportionately Combined Results Selected Key Results: Consolidated Proportionately Combined 1 $ Millions 2Q 18 2Q 17 % 2Q 18 2Q 17 % Net Income 36.3 26.0 39% 35.5 25.8 37% Adjusted EBITDA ex Non-cash Items 2 173.6 178.9 (3%) 170.8 175.8 (3%) Cash from Operating Activities 3 121.9 121.0 1% 120.0 119.2 1% Adjusted Free Cash Flow 2 128.6 143.4 (10%) 126.6 141.1 (10%) Adjusting 2018 Guidance: $ Millions (Proportionately Combined 1 ) Current Outlook 2018E Prior Outlook 2018E 2017A Adjusted EBITDA ex Non-cash Items 2 670-705 690 720 718.5 Adjusted Free Cash Flow 2 480 509 520 544 567.9 Dividend per Share $4.00 $4.00 $5.56 1. Includes only MIC s proportionate interest in its wind and solar facilities within the Contracted Power and MIC Hawaii segments. 2. For 2018 and 2017, Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow excludes costs relating to certain investment and acquisition/disposition activities. Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow for 2017 also excludes implementation costs relating to our shared services center. 3. Conformed to current period presentation for the adoption of ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. See Note 2, Basis of Presentation, in our Notes to Consolidated Condensed Financial Statements in Part I of Form 10-Q for the quarter ended June 30, 2018. PAGE 32
Adjusted Free Cash Flow Performance ($ in millions) Adjusted Free Cash Flow (Proportionately Combined) 1,2 : 200 160 $ millions 120 80 40 0 141.1 Business Unit Adjusted EBITDA (8.3) IMTT 2.9 Atlantic Aviation 5.8 Contracted Power (3.1) (2.3) MIC Hawaii (3.0) (5.4) (1.1) 126.6 2Q 17 2Q 18 Corporate EBITDA Proportionately Combined Maintenance Expense Interest Expense Cash Taxes Adjusted Free Cash Flow (Proportionately Combined) 1,2 was $126.6 million in 2Q 18, reflecting a decrease of 10% from $141.1 million in 2Q 17 Outperformance at Atlantic Aviation and Contracted Power offset reduced contribution from IMTT and MIC Hawaii Decline was due primarily to higher interest expense, increased maintenance capital expenditures, and reduced Corporate EBITDA Weighted average shares outstanding increased to 85.1 million for 2Q 18 compared to 82.4 million in 2Q 17 1. Includes only MIC s proportionate interest in its wind and solar facilities within the Contracted Power and MIC Hawaii segments. 2. For 2018 and 2017, Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow excludes costs relating to certain investment and acquisition/disposition activities. Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow for 2017 also excludes implementation costs relating to our shared services center. PAGE 33
Summary Financial Information 2018 2017 $ % ($ In Thousands, Except Share and Per Share Data) (Unaudited) GAAP Metrics Net income $ 36,279 $ 26,025 10,254 39.4 Weighted average number of shares outstanding: basic 85,082,209 82,430,324 2,651,885 3.2 Net income per share attributable to MIC $ 0.45 $ 0.32 0.13 40.6 Cash provided by operating activities (1) 121,900 121,043 857 0.7 MIC Non-GAAP Metrics Quarter Ended June 30, Change Favorable/(Unfavorable) EBITDA excluding non-cash items (2) $ 168,935 $ 170,924 (1,989) (1.2) Shared service implementation costs (3) - 3,091 (3,091) (100.0) Investment and acquisition costs (3) 4,651 4,850 (199) (4.1) Adjusted EBITDA excluding non-cash items (3) $ 173,586 $ 178,865 (5,279) (3.0) Cash interest (4) $ (31,789) $ (26,410) (5,379) (20.4) Cash taxes (3,712) (2,618) (1,094) (41.8) Maintenance capital expenditures (9,490) (6,480) (3,010) (46.5) Noncontrolling interest (5) (1,948) (2,244) 296 13.2 Adjusted Free Cash Flow (3) $ 126,647 $ 141,113 (14,466) (10.3) NM Not meaningful 1. Conformed to current period presentation for the adoption of ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. See Note 2, Basis of Presentation, in our Notes to Consolidated Condensed Financial Statements in Part I of Form 10-Q for the quarter ended June 30, 2018. 2. EBITDA excluding non-cash items is calculated as net income before interest expense, taxes, depreciation and amortization expense, management fees, pension expense and other non-cash (income) expense recorded in the consolidated statement of operations. See below for reconciliation of net income (loss) to EBITDA excluding non-cash items. 3. For 2018 and 2017, Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow excludes costs relating to certain investment and acquisition/disposition activities. Adjusted EBITDA excluding non-cash items and Adjusted Free Cash Flow for 2017 also excludes implementation costs relating to our shared services center. 4. Cash interest is calculated as interest expense, net, excluding the impact of non-cash adjustments for unrealized (gains) losses from derivative instruments, amortization of deferred financing costs and the amortization of debt discount recorded in the consolidated statement of operations. 5. Noncontrolling interest adjustment represents the portion of Free Cash Flow not attributable to MIC s ownership interest. PAGE 34
Reconciliation from Consolidated Free Cash Flow to Proportionately Combined Free Cash Flow PAGE 35
Proportionately Combined Free Cash Flow Quarter Ended June 30, 2018 NM Not meaningful 1. Represents MIC s proportionately combined interests in the businesses comprising these reportable segments. 2. The sum of the amounts attributable to MIC in proportion to its ownership. 3. Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023. 4. Pension expense primarily consists of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses. 5. Other non-cash expense (income), net, primarily includes non-cash amortization of tolling liabilities, unrealized gains (losses) on commodity hedges and non-cash gains (losses) related to disposal of assets. See Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items, Free Cash Flow and Proportionately Combined Metrics above for further discussion. 6. Represents the cash interest expense reclassified from MIC Corporate to Atlantic Aviation related to the 2.00% Convertible Senior Notes due October 2023, proceeds of which were used to pay down a portion of Atlantic Aviation s credit facility in October 2016. PAGE 36
Proportionately Combined Free Cash Flow Quarter Ended June 30, 2017 NM Not meaningful 1. Represents MIC s proportionately combined interests in the businesses comprising these reportable segments. 2. The sum of the amounts attributable to MIC in proportion to its ownership. 3. Interest expense, net, includes adjustments to derivative instruments, non-cash amortization of deferred financing fees and non-cash amortization of debt discount related to the 2.00% Convertible Senior Notes due October 2023. 4. Pension expense primarily consists of interest cost, expected return on plan assets and amortization of actuarial and performance gains and losses. 5. Other non-cash expense (income), net, primarily includes non-cash amortization of tolling liabilities, unrealized gains (losses) on commodity hedges and non-cash gains (losses) related to disposal of assets. See Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) excluding non-cash items, Free Cash Flow and Proportionately Combined Metrics above for further discussion. 6. Represents the cash interest expense reclassified from MIC Corporate to Atlantic Aviation related to the 2.00% Convertible Senior Notes due October 2023, proceeds of which were used to pay down a portion of Atlantic Aviation s credit facility in October 2016. 7. Conformed to current period presentation for the adoption of ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. See Note 2, Basis of Presentation, in our Notes to Consolidated Condensed Financial Statements in Part I of Form 10-Q for the quarter ended June 30, 2018. PAGE 37
Adjusted Guidance
Updating 2018 Adjusted EBITDA Outlook ($ in millions) Adjusted EBITDA (Proportionately Combined) 1 : $719 $705 ($12.5) ($5) Contracted Power MIC Corporate $687.5 Reducing midpoint of Adjusted EBITDA (Proportionately Combined) guidance as a result of: Anticipated timing of BEC sale closing in early Q4 2018 Unbudgeted advisory expenses at MIC Corporate incurred in connection with addressing shareholder matters No change to IMTT, Atlantic Aviation or MIC Hawaii 2017A Prior 2,3 Current 3 Outlook Outlook 1. Includes only MIC s proportionate interest in its wind and solar facilities within the Contracted Power and MIC Hawaii segments. 2. Reported on May 2, 2018 alongside Q1 2018 financial results. 3. Prior Outlook and Current Outlook reflect midpoints of segment guidance. PAGE 39
Updating 2018 Adjusted Free Cash Flow Outlook ($ in millions) Adjusted Free Cash Flow (Proportionately Combined) 1 : $568 $532 ($22.5) ($10) ($5) $494.5 Reducing midpoint of Free Cash Flow guidance to accommodate: Updates for BEC sale Updates For BEC Sale MIC Corporate Reclassification of IMTT Repurposing Growth Capex as Maintenance Capex $341 Reclassification of IMTT repurposing growth capex as maintenance capex Unbudgeted advisory expenses at MIC Corporate incurred in connection with addressing shareholder matters 2017A Prior 2,3 Outlook Current Outlook 3 2018 Dividend Guidance 2018 Dividend Guidance implies 69% Adjusted Free Cash Flow payout ratio at midpoint 1. Includes only MIC s proportionate interest in its wind and solar facilities within the Contracted Power and MIC Hawaii segments. 2. Reported on May 2, 2018 alongside Q1 2018 financial results. 3. Prior Outlook and Current Outlook reflect midpoints of segment guidance. PAGE 40
Outlook Updates For BEC Sale ($ in millions) Impacts to Previous Outlook: Metric Full Year 2018 Impact Impact to Prior Outlook 2018 1 Notes Adjusted EBITDA ($52.0) ($12.5) Assumes early Q4 closing Maintenance Capex $ - ($12.5) Accelerated maintenance capex incurred in conjunction with sale Interest Expense $10.0 $2.5 Assumes early Q4 closing Adjusted Free Cash Flow 2 ($42.0) ($22.5) 1. Reported on May 2, 2018 alongside Q1 2018 financial results. 2. Adjusted Free Cash Flow impacts of the BEC divestment excludes: (a) transaction expenses, (b) state income and transfer taxes on sale and (c) accelerated purchase of catalyst placed into inventory. PAGE 41
MIC September 2018