Discontinued Operations	9 Months Ended
Sep. 30, 2013
Discontinued Operations	5. Discontinued Operations On January 29, 2013, InvestorForce was sold to MSCI for $23.6 million in cash. ICG’s proceeds from the sale were $20.8 million, a portion of which is being held in escrow. ICG recorded a gain of $15.7 million during the nine months ended September 30, 2013 related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the nine-month period ended September 30, 2013. InvestorForce’s results of operations for all periods presented have been presented as discontinued operations on ICG’s Consolidated Statements of Operations. InvestorForce’s revenue was $0.8 million for the period from January 1, 2013 to the date of sale. InvestorForce’s revenue was $2.1 million and $6.3 million for the three and nine months ended September 30, 2012, respectively. ICG’s share of InvestorForce’s net loss for the 2013 period was $0.4 million. ICG’s share of InvestorForce’s net loss for the three and nine months ended September 30, 2012 was $0.3 million and $1.1 million, respectively. The assets and liabilities of InvestorForce as of December 31, 2012 were $3.4 million and $3.9 million, respectively, and are presented on ICG’s Consolidated Balance Sheets for that period in the line items “Assets held for sale / assets of discontinued operations” and “Liabilities held for sale / liabilities of discontinued operations,” respectively. The “Assets held for sale / assets of discontinued operations” as of December 31, 2012 also include $0.7 million of ICG’s goodwill related to InvestorForce. On February 20, 2013, Channel Intelligence was sold to Google for $125.0 million in cash, subject to adjustment for working capital and other items. In the transaction, ICG realized $60.5 million, a portion of which is being held in escrow. ICG recorded a gain of $17.8 million during the nine months ended September 30, 2013 related to the transaction that is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Statements of Operations for the nine-month period ended September 30, 2013. Channel Intelligence’s results of operations for the period from January 1, 2013 to the date of sale have been presented as discontinued operations on ICG’s Consolidated Statements of Operations for the nine months ended September 30, 2013. Channel Intelligence’s revenue for the period from January 1, 2013 to the date of sale was $3.1 million. ICG’s share of Channel Intelligence’s net loss for that period was $2.1 million. Channel Intelligence was included in ICG’s consolidated results beginning on July 11, 2012. Accordingly, Channel Intelligence’s revenue for the period from July 11, 2012 through September 30, 2012, that was included in ICG’s consolidated results, was $5.1 million. ICG’s share of Channel Intelligence’s net loss for the period from July 11, 2012 through September 30, 2012, that was included in ICG’s consolidated results, was $1.7 million, and included $0.7 million of intangible amortization. Additionally, the assets (excluding goodwill and intangible assets detailed below) and liabilities of Channel Intelligence as of December 31, 2012 were $7.1 million and $6.5 million, respectively, and are included in the line items “Assets held for sale / assets of discontinued operations” and “Liabilities held for sale / liabilities of discontinued operations,” respectively, on ICG’s Consolidated Balance Sheets as of that date. The “Assets held for sale / assets of discontinued operations” at December 31, 2012 also include $48.9 million of ICG’s goodwill and $22.4 million of ICG’s intangible assets (customer relationships of $9.5 million, trademarks/trade names/domain names of $6.7 million, licensing and servicing agreements of $3.5 million and developed technology of $2.7 million) related to ICG’s acquisition accounting for Channel Intelligence. On October 2, 2013, ICG executed a definitive merger agreement for the sale of Procurian to Accenture for $375.0 million in cash, subject to certain adjustments at closing, including working capital, cash, debt and other items. Consummation of the transaction is subject to customary closing conditions and is expected to occur in the fourth quarter of 2013. ICG is expected to realize approximately $324 million in connection with the sale. A portion of ICG’s proceeds will be held in escrow and will be subject to potential indemnification claims. ICG does not expect to owe any income taxes in connection with the transaction. ICG’s Board of Directors approved the sale of Procurian in the third quarter of 2013. Based on this and other relevant factors, the criteria for assets held for sale / discontinued operations presentation was met prior to September 30, 2013. Accordingly, Procurian’s results of operations for all periods presented have been presented as discontinued operations on ICG’s Consolidated Statements of Operations. Procurian’s revenue was $33.9 million and $103.4 million for the three and nine months ended September 30, 2013, respectively. Procurian’s revenue was $37.5 million and $105.4 million for the three and nine months ended September 30, 2012, respectively. ICG’s share of Procurian’s net income for the three and nine months ended September 30, 2013 was $1.7 million and $4.1 million, respectively. ICG’s share of Procurian’s net income for the three and nine months ended September 30, 2012 was $2.2 million and $7.0 million, respectively. At September 30, 2013, ICG’s Consolidated Balance Sheets line item “Assets held for sale / assets of discontinued operations” include the current assets of Procurian of $71.1 million, non-current assets of Procurian of $14.7 million, goodwill of $30.5 million, intangible assets of $10.9 million and $15.9 million associated with our consolidated deferred tax asset. The “Liabilities held for sale / liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets at September 30, 2013 include the current liabilities of Procurian of $22.1 million and non-current liabilities of $16.7 million. At December 31, 2012, the line item “Assets held for sale / assets of discontinued operations” on ICG’s Consolidated Balance Sheets include the current assets of Procurian of $72.8 million, non-current assets of Procurian of $19.5 million, goodwill of $30.5 million, intangible assets of $12.1 million and $12.2 million associated with our consolidated deferred tax asset. The “Liabilities held for sale / liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets at December 31, 2012 include the current liabilities of Procurian of $30.6 million and non-current liabilities of $22.9 million. An income tax benefit of $0.3 million and income tax expense of $2.0 million is included in the line item "Income (loss) from discontinued operations, including gain on sale, net of tax" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2013, respectively. Income tax expense of $0.8 million and $3.9 million is included in the line item "Income (loss) from discontinued operations, including gain on sale, net of tax" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2012, respectively. In connection with the sales of Channel Intelligence and InvestorForce, ICG received aggregate cash proceeds (excluding amounts held in escrow) of $73.5 million. Consistent with ICG’s policy election, those proceeds are reflected in cash flows provided by investing activities from continuing operations on ICG’s Consolidated Statement of Cash Flows for the nine months ended September 30, 2013.

5. Discontinued Operations

On January 29, 2013, InvestorForce was sold to MSCI for $23.6 million in cash. ICG’s proceeds from the sale were $20.8 million, a portion of which is being held in escrow. ICG recorded a gain of $15.7 million during the nine months ended September 30, 2013 related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the nine-month period ended September 30, 2013. InvestorForce’s results of operations for all periods presented have been presented as discontinued operations on ICG’s Consolidated Statements of Operations. InvestorForce’s revenue was $0.8 million for the period from January 1, 2013 to the date of sale. InvestorForce’s revenue was $2.1 million and $6.3 million for the three and nine months ended September 30, 2012, respectively. ICG’s share of InvestorForce’s net loss for the 2013 period was $0.4 million. ICG’s share of InvestorForce’s net loss for the three and nine months ended September 30, 2012 was $0.3 million and $1.1 million, respectively. The assets and liabilities of InvestorForce as of December 31, 2012 were $3.4 million and $3.9 million, respectively, and are presented on ICG’s Consolidated Balance Sheets for that period in the line items “Assets held for sale / assets of discontinued operations” and “Liabilities held for sale / liabilities of discontinued operations,” respectively. The “Assets held for sale / assets of discontinued operations” as of December 31, 2012 also include $0.7 million of ICG’s goodwill related to InvestorForce.

On February 20, 2013, Channel Intelligence was sold to Google for $125.0 million in cash, subject to adjustment for working capital and other items. In the transaction, ICG realized $60.5 million, a portion of which is being held in escrow. ICG recorded a gain of $17.8 million during the nine months ended September 30, 2013 related to the transaction that is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Statements of Operations for the nine-month period ended September 30, 2013. Channel Intelligence’s results of operations for the period from January 1, 2013 to the date of sale have been presented as discontinued operations on ICG’s Consolidated Statements of Operations for the nine months ended September 30, 2013. Channel Intelligence’s revenue for the period from January 1, 2013 to the date of sale was $3.1 million. ICG’s share of Channel Intelligence’s net loss for that period was $2.1 million. Channel Intelligence was included in ICG’s consolidated results beginning on July 11, 2012. Accordingly, Channel Intelligence’s revenue for the period from July 11, 2012 through September 30, 2012, that was included in ICG’s consolidated results, was $5.1 million. ICG’s share of Channel Intelligence’s net loss for the period from July 11, 2012 through September 30, 2012, that was included in ICG’s consolidated results, was $1.7 million, and included $0.7 million of intangible amortization. Additionally, the assets (excluding goodwill and intangible assets detailed below) and liabilities of Channel Intelligence as of December 31, 2012 were $7.1 million and $6.5 million, respectively, and are included in the line items “Assets held for sale / assets of discontinued operations” and “Liabilities held for sale / liabilities of discontinued operations,” respectively, on ICG’s Consolidated Balance Sheets as of that date. The “Assets held for sale / assets of discontinued operations” at December 31, 2012 also include $48.9 million of ICG’s goodwill and $22.4 million of ICG’s intangible assets (customer relationships of $9.5 million, trademarks/trade names/domain names of $6.7 million, licensing and servicing agreements of $3.5 million and developed technology of $2.7 million) related to ICG’s acquisition accounting for Channel Intelligence.

On October 2, 2013, ICG executed a definitive merger agreement for the sale of Procurian to Accenture for $375.0 million in cash, subject to certain adjustments at closing, including working capital, cash, debt and other items. Consummation of the transaction is subject to customary closing conditions and is expected to occur in the fourth quarter of 2013. ICG is expected to realize approximately $324 million in connection with the sale. A portion of ICG’s proceeds will be held in escrow and will be subject to potential indemnification claims. ICG does not expect to owe any income taxes in connection with the transaction. ICG’s Board of Directors approved the sale of Procurian in the third quarter of 2013. Based on this and other relevant factors, the criteria for assets held for sale / discontinued operations presentation was met prior to September 30, 2013. Accordingly, Procurian’s results of operations for all periods presented have been presented as discontinued operations on ICG’s Consolidated Statements of Operations. Procurian’s revenue was $33.9 million and $103.4 million for the three and nine months ended September 30, 2013, respectively. Procurian’s revenue was $37.5 million and $105.4 million for the three and nine months ended September 30, 2012, respectively. ICG’s share of Procurian’s net income for the three and nine months ended September 30, 2013 was $1.7 million and $4.1 million, respectively. ICG’s share of Procurian’s net income for the three and nine months ended September 30, 2012 was $2.2 million and $7.0 million, respectively. At September 30, 2013, ICG’s Consolidated Balance Sheets line item “Assets held for sale / assets of discontinued operations” include the current assets of Procurian of $71.1 million, non-current assets of Procurian of $14.7 million, goodwill of $30.5 million, intangible assets of $10.9 million and $15.9 million associated with our consolidated deferred tax asset. The “Liabilities held for sale / liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets at September 30, 2013 include the current liabilities of Procurian of $22.1 million and non-current liabilities of $16.7 million. At December 31, 2012, the line item “Assets held for sale / assets of discontinued operations” on ICG’s Consolidated Balance Sheets include the current assets of Procurian of $72.8 million, non-current assets of Procurian of $19.5 million, goodwill of $30.5 million, intangible assets of $12.1 million and $12.2 million associated with our consolidated deferred tax asset. The “Liabilities held for sale / liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets at December 31, 2012 include the current liabilities of Procurian of $30.6 million and non-current liabilities of $22.9 million. An income tax benefit of $0.3 million and income tax expense of $2.0 million is included in the line item "Income (loss) from discontinued operations, including gain on sale, net of tax" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2013, respectively. Income tax expense of $0.8 million and $3.9 million is included in the line item "Income (loss) from discontinued operations, including gain on sale, net of tax" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2012, respectively.

In connection with the sales of Channel Intelligence and InvestorForce, ICG received aggregate cash proceeds (excluding amounts held in escrow) of $73.5 million. Consistent with ICG’s policy election, those proceeds are reflected in cash flows provided by investing activities from continuing operations on ICG’s Consolidated Statement of Cash Flows for the nine months ended September 30, 2013.