1. The Company

Description of the Company

ICG Group, Inc. (together with its subsidiaries, “ICG”) was formed on March 4, 1996 and is a multi-vertical cloud technology company with offerings that create unique and compelling value for our customers and provide transformative efficiency to vertical markets 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.

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

December 31, 2013		December 31, 2012
Bolt		Bolt ⁽²⁾
GovDelivery		GovDelivery
MSDSonline		MSDSonline
QC Holdings ⁽¹⁾		mylist⁽³⁾

ICG’s Consolidated Statements of Operations and Comprehensive Income (Loss) (its “Consolidated Statements of Operations”) for the years ended December 31, 2013, 2012 and 2011 included the results of the following majority-owned subsidiaries:

Year Ended December 31,
2013	2012	2011
Bolt ⁽²⁾	GovDelivery	GovDelivery
GovDelivery	MSDSonline⁽⁴⁾
MSDSonline	mylist⁽³⁾
mylist⁽³⁾
QC Holdings ⁽¹⁾

⁽¹⁾

QC Holdings, Inc. (“QC Holdings”) (f/k/a WhiteFence, Inc.) is the entity that holds the remaining assets of WhiteFence following the sale of substantially all of WhiteFence’s assets to Allconnect on October 28, 2013. The $2.8 million of net assets of QC Holdings consist primarily of a receivable related to the deferred payment from Allconnect and the legal rights to a patent. See Note 13, “Other income (loss).”

⁽²⁾

On December 27, 2012, ICG acquired additional equity ownership interests in Bolt, increasing ICG’s ownership in that 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 Businesses,” for additional information regarding ICG’s consolidation of Bolt.

⁽³⁾

CIML was a consolidated company from July 11, 2012, when ICG increased its ownership in that company to 52%, to February 20, 2013, when ICG’s equity ownership interest in CIML was reduced to 38% as a result of the exercise of existing warrants and options, in conjunction with the sale of Channel Intelligence to Google. As a result of that sale, Channel Intelligence is presented as discontinued operations in the Consolidated Financial Statements for the relevant periods and is not included in the table above; mylist continues to be included in continuing operations in ICG’s Consolidated Financial Statements for the period for which it was consolidated.

⁽⁴⁾

On March 30, 2012, ICG acquired 96% of MSDSonline and began consolidating the financial position of MSDSonline 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 Businesses,” for additional information regarding ICG’s acquisition of MSDSonline.