1. The Company

Description of the Company

ICG Group, Inc. (together with its subsidiaries, “ICG”) is a cloud-based software and services company with solutions that improve the productivity and efficiency of businesses worldwide.

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, a former subsidiary of CIML, and InvestorForce were previously consolidated core businesses but were sold during the nine months ended September 30, 2013. Accordingly, the financial results and financial position of those companies are presented as discontinued operations in the Consolidated Financial Statements for all periods presented and are excluded from the tables below. Additionally, ICG’s Board of Directors approved the sale of Procurian, also previously a consolidated core business, 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, the financial results and financial position of Procurian are also presented as discontinued operations in the Consolidated Financial Statements for all periods presented and are excluded from the table below.

ICG’s Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 included the financial position of the following majority-owned subsidiaries:

September 30, 2013		December 31, 2012
Bolt (1)		Bolt (1)
GovDelivery		CIML (2)
MSDSonline		GovDelivery
		MSDSonline

ICG’s Consolidated Statements of Operations and Comprehensive Income (Loss) (its “Consolidated Statements of Operations”) for the three- and nine-month periods ended September 30, 2013 and 2012 included the results of the following majority-owned subsidiaries:

Three Months Ended September 30,		Nine Months Ended September 30,
2013	2012	2013	2012
Bolt (1)	CIML (2)	Bolt (1)	CIML (2)
GovDelivery	GovDelivery	CIML (2)	GovDelivery
MSDSonline	MSDSonline	GovDelivery	MSDSonline (3)
		MSDSonline

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

(2) CIML includes the assets and results of operations of mylist and its subsidiaries that are continuing operations from July 11, 2012, the date of consolidation when ICG increased its ownership in the company to 52%, to February 20, 2013, when ICG’s equity ownership interest in CIML was reduced to 38%.

(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 to ICG; accordingly, the results of operations of MSDSonline are included on ICG’s Consolidated Statements of Operations beginning on April 1, 2012. See Note 4, “Consolidated Core Businesses,” for additional information regarding ICG’s acquisition of MSDSonline.

The Consolidated Financial Statements are unaudited and, in the opinion of management, include all adjustments consisting only of normal and recurring adjustments necessary for a fair presentation of the results for these interim periods. The Consolidated Financial Statements should be read in connection with the consolidated financial statements and notes thereto included in ICG’s Annual Report on Form 10-K for the year ended December 31, 2012. Results of operations for the three- and nine-month periods ended September 30, 2013 are not necessarily indicative of the results of operations expected for the full year.