1.	The Company

Description of the Company

ICG Group, Inc. (together with its subsidiaries, “ICG”) owns and operates cloud-based software and services businesses with recurring revenue streams that improve the productivity and efficiency of their business (i.e. B2B) customers. Founded in 1996, ICG works to drive growth at those companies through strategic and operational support, as well as providing financial capital.

Basis of Presentation

The Consolidated Financial Statements contained herein (the “Consolidated Financial Statements”) include the accounts of ICG Group, Inc. and its wholly-owned subsidiaries, wholly-controlled subsidiaries and majority-owned subsidiaries. Channel Intelligence, as a subsidiary of CIML, and InvestorForce were previously consolidated core companies but given the respective sales of those companies, they are presented as discontinued operations in the consolidated financial statements and not included in the tables below.

ICG’s Consolidated Balance Sheets included the financial position of the following majority-owned subsidiaries:


Year Ended December 31,
2012		2011
CIML ⁽²⁾		GovDelivery
GovDelivery		Procurian
MSDSonline ⁽³⁾
Procurian
SeaPass ⁽¹⁾

ICG’s Consolidated Statements of Operations and Comprehensive Income (Loss) (its “Consolidated Statements of Operations”) for the years ended December 31, 2012, 2011 and 2010 included the results of the following majority-owned subsidiaries:


Year Ended December 31,
2012	2011	2010
CIML ⁽²⁾	GovDelivery	GovDelivery
GovDelivery	Procurian	Procurian
MSDSonline ⁽³⁾
Procurian

⁽¹⁾

On December 27, 2012, ICG acquired additional equity ownership interests in SeaPass that increased ICG’s ownership in that company to 53%. ICG began consolidating the financial position of SeaPass as of that date. The results of operations of SeaPass from the date of acquisition through December 31, 2012 were immaterial. The results of operations of SeaPass will be included in ICG’s Consolidated Statements of Operations beginning January 1, 2013. See Note 4, “Consolidated Core Companies,” for additional information regarding ICG’s consolidation of SeaPass.

⁽²⁾	CIML includes the assets and results of operations of mylist and its subsidiaries as continuing operations at December 31, 2012.

⁽³⁾

On March 30, 2012, ICG acquired 96% of MSDSonline and began consolidating the financial position of that company as of that date. The results of operations of MSDSonline from the date of acquisition through March 31, 2012 were immaterial; the results of operations of MSDSonline are included in ICG’s Consolidated Statements of Operations beginning on April 1, 2012. See Note 4, “Consolidated Core Companies,” for additional information regarding ICG’s acquisition of MSDSonline.