Discontinued Operations

6 Months Ended

Jun. 30, 2014

Discontinued Operations

5. Discontinued Operations

During the year ended December 31, 2013, three of ICG’s consolidated subsidiaries, InvestorForce, Channel Intelligence and Procurian, were sold.

On January 29, 2013, InvestorForce was sold to MSCI Inc. (“MSCI”) for $23.6 million in cash. ICG’s proceeds from the sale were $20.8 million, a portion of which were being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $15.7 million related to the transaction during the six months ended June 30, 2013; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” in ICG’s Consolidated Statements of Operations for the six months ended June 30, 2013. During the three months ended June 30, 2014, ICG recognized a gain of $2.1 million related to the release of escrowed proceeds from the sale of InvestorForce. That gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” in ICG’s Consolidated Statements of Operations for the three and six months ended June 30, 2014.

On February 20, 2013, Channel Intelligence was sold to Google for $125.0 million in cash. ICG realized $60.5 million in the transaction, a portion of which is being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $17.8 million related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” in ICG’s Consolidated Statements of Operations for the six months ended June 30, 2013.

On December 4, 2013, Procurian was sold to an affiliate of Accenture plc (“Accenture”) for $375.0 million in cash. ICG realized $327.8 million in the transaction, a portion of which is being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $224.9 million related to the transaction during the fourth quarter of 2013.

During the six months ended June 30, 2014, ICG received a working capital adjustment related to the sale of Procurian to an affiliate of Accenture in December 2013.  ICG recognized a gain of less than $0.1 million, representing the amount of cash received, which is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax”  in ICG’s Consolidated Statements of Operations for the six months ended June 30, 2014.

InvestorForce, Channel Intelligence and Procurian have been accounted for as discontinued operations. The results of operations and cash flows of these businesses have been reclassified from the results of continuing operations and are shown separately in ICG’s Consolidated Statements of Operations and ICG’s Consolidated Statements of Cash Flows for all relevant periods presented. The assets and liabilities of these discontinued operations have been reclassified and are reflected in the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” in ICG’s Consolidated Balance Sheets as of June 30, 2013. Consistent with ICG’s policy election, ICG’s proceeds from the InvestorForce and Channel Intelligence transactions are reflected in cash flows provided by investing activities from continuing operations in ICG’s Consolidated Statement of Cash Flows for the three and six months ended June 30, 2013. The results of ICG’s discontinued operations are summarized below (in millions):

	InvestorForce			Channel Intelligence			Procurian
Three months ended June 30, 2013
Revenue (through date of respective sale)	$	-		$	-		$	35.2
ICG’s share of net income (loss) (through date of respective sale)	$	-		$	-		$	1.7
	InvestorForce			Channel Intelligence			Procurian
Six months ended June 30, 2013
Revenue (through date of respective sale)	$	0.8		$	3.1		$	69.5
ICG’s share of net income (loss) (through date of respective sale)	$	(0.5	)	$	(2.9	)	$	2.4

Income tax benefit of $0.4 million and $0.2 million is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” in ICG’s Consolidated Statements of Operations for the three and six months ended June 30, 2013, respectively.