Financial Statements of Intermediate Capital Group Plc

Description
ICG continues its transition to being a manager of third party funds from being a principal investor. The decision to develop the Group as a third party asset manager recognised the opportunity to use the investment skill and balance sheet strength of the business to generate long term growth.

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INTERMEDIATE CAPITAL GROUP PLC
ANNUAL REPORT
AND ACCOUNTS
2014
For 25 years, ICG has
been trusted by investors.
Trusted to ofer the right
products. Trusted to take
the right risks. Trusted to
specialise and stay close
to our assets. Trusted to
deliver returns.
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01
PERFORMANCE
AND PRIORITIES BUSINESS MODEL MARKETPLACE YEAR IN REVIEW RISKS
RESOURCES AND
RELATIONSHIPS STRATEGY
Over the page, our Chairman and CEO ofer
their thoughts on 2013/14, and 25 years of ICG.
Tis year’s Annual Report is diferent. We’ve taken
the opportunity ofered by the introduction of the
new ‘strategic report’ regulations to improve structure
and fow, and to make sure that we are reporting on
the things that are material to our audience.
Te graphic below shows how we have arranged
this year’s Strategic report.

Te frst part of our Strategic report focuses on
our long term objectives, our strategy for meeting
them, our performance so far, and our underlying
business model.
HOW WE ARE
MOVING FORWARD
IN THIS REPORT
Chairman’s and Chief Executive’s statement 02
STRATEGIC REPORT
Moving forward 06
Strategic objectives 07
Performance and priorities 08
Business model 10
Our markets 14
Operating review:
1. Grow our assets under management 16
Funds overview 18
2. Invest selectively 20
3. Manage portfolios to maximise value 21
Financial review 22
Managing risk to deliver our strategy 28
Macroeconomic risks 30
Our appetite for risk 32
Principal risks and uncertainties 33
Our resources and relationships 36
Our strategy in action Case studies 39
GOVERNANCE
Chairman’s introduction 47
Board of Directors 48
Corporate governance 50
Audit Committee report 54
Risk Committee report 60
Directors’ remuneration report 62
Directors’ remuneration policy 63
Annual report on remuneration 73
Directors’ report 81
Directors’ responsibilities 86
Auditor’s report 87
FINANCIAL STATEMENTS
Consolidated income statement 93
Consolidated and Parent Company
statements of comprehensive income 94
Consolidated and Parent Company
statements of ?nancial position 95
Consolidated and Parent Company
statements of cash ?ow 96
Consolidated and Parent Company
statements of changes in equity 97
Notes to the accounts 99
Glossary 132
Notes 134
Shareholder and Company information 136
CONTENTS
ICG ANNUAL REPORT AND ACCOUNTS 2014
CHAIRMAN’S AND
CHIEF EXECUTIVE’S
STATEMENT
Te 25th year of ICG’s existence marks an important
step in the transformation of the Group.
The 25th year of ICG’s existence marks an important step in the transformation of the Group.
From a niche European mezzanine investment ?rm, we have evolved into a specialist asset
manager providing mezzanine ?nance, private debt, leveraged credit and minority equity to
mid market corporates in Europe, Asia and the US and to real estate in the UK. This has been
achieved through signi?cant, yet disciplined, investment in people, systems and infrastructure.
More importantly, this was only made possible by leveraging our enviable investment track
record based on selective and active portfolio management, as well as an access to capital
resources that few of our competitors enjoy.
In many respects, this past year has given us con?dence in the success of our strategy.
WAVE OF LIQUIDITY LEADS TO A RECORD BREAKING YEAR
We have had a record fundraising year and realised a record amount of cash for our fund
investors and balance sheet, aided by the increased availability of capital in the economy.
As a result we are managing €13.0bn of assets in third party funds and proprietary capital,
up 0.4% on March 2013.
As historically low levels of interest rates induced investors to search for higher yielding
assets, we were able to raise €3.8bn of third party money, up 69% compared to our previous
highest fundraising effort. First time funds and new strategies represent 45% of the total
raised, spearheaded by Senior Debt Partners, our European direct lending strategy, and our
?rst US CLO. Another key measure of success is the ability to close funds at their hard cap
– the maximum permitted size. Both our ICG Longbow III mezzanine fund at £700m and our
Senior Debt Partners strategy at €1.7bn, closed at that hard cap level. The Group was also a
leading issuer of European CLOs during the year, raising €1.3bn from three fundraisings, two
of which were upsized during the fundraising process. This momentum has continued into
the new ?nancial year as our US Private Debt Fund had a $450m ?rst close, including $200m
from ICG.
The strong year of realisations, which follows a period of low realisations, has provided
further evidence of our ability to generate good cash returns from our portfolio and continue
to enhance our track record. We have realised over £1.1bn of cash for our balance sheet
and £2.7bn to our fund investors during the year. This includes through the full, or partial,
repayment of 12 of the Group’s opening top 20 assets and the corresponding positions in
our mezzanine funds, achieving an average money multiple on those assets of 2.1x. We have
retained a minority equity position in many of these assets which we expect to realise in the
next few years. As many of these investments were made when the balance sheet invested
more than the third party mezzanine funds in any given deal, the impact of these realisations
JUSTIN DOWLEY
Chairman
CHRISTOPHE EVAIN
Chief Executive Of?cer
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02 / 03
13.0
€bn
158.7
£m
Assets under management
Proft before tax
has been felt most strongly on the size of our balance sheet portfolio. Whilst the short term
impact of these successful realisations reduces our volume of assets under management,
the returns generated further enhance our track record and help to lay the ground for ongoing
future fundraising success, as evidenced by our momentum in growing third party AUM
during the year.
The more benign environment in debt markets makes the investment market more
competitive for our teams and generating attractive opportunities, whilst maintaining our
historic credit discipline, has become more challenging. During the year we nevertheless
invested a record £630.8m on behalf of our mezzanine funds, £524.3m on behalf of our
Senior Debt Partners strategy and £330.0m on behalf of our real estate funds. In addition, ICG
co-invested £212.4m alongside our mezzanine funds and committed £181.1m of capital to
our credit and real estate funds. All these funds have been deploying capital at, or ahead of,
investors’ expectations without compromising our rigorous investment discipline and process.
This is testament to our teams’ ability to originate local transactions and their propensity to
offer innovative ?nancing solutions.
A small number of weaker assets within our investment portfolio continue to underperform
and we took speci?c provisions against a number of these assets during the year. The level
of provisions against our weaker assets, borne out of the ?nancial crisis, should gradually
reduce as we actively manage these remaining weaker investments. Elsewhere the portfolio
is performing solidly, and the assets we have restructured during the year are showing signs
of improving performance.
DIVIDENDS AND CAPITAL MANAGEMENT
We are committed to ?nancial discipline, both in terms of the quality of investment and
strategic allocation of resources, as well as ensuring that an appropriate capital structure
is maintained, all targeted to generate strong returns for shareholders. We allocate capital
to strategies which are expected to create long term value, whilst having consideration to
maintaining broad access to ?nancing sources and debt markets, and ensuring suf?cient
robustness for the Group to withstand periods of market stress.
We seek to maximise the value of the business by applying balance sheet capital in three main
ways, namely:
1. Continuing to invest in well established strategies such as European mezzanine and CLOs
2. Investing in strategies that have been established but continue to mature such as Longbow
and Senior Debt Partners
3. Providing capital to incubate selective new strategies that expand ICG’s geographical and
product offering such as the Nomura partnership and US Private Debt funds
The investment of balance sheet capital in a broader range of fund management products
will create sustainable earning streams as these strategies mature. As this occurs, the Fund
Management Company will be generating a greater level of reliable earnings which the Board
strongly believes will translate into strong shareholder returns. This will enable the Group to
improve its return on equity over the medium term.
We consider it important that the Group maintains a strong balance sheet position with a
consistent access to the debt markets. Accordingly, considerations such as maintaining a
strong and stable credit rating and the ?nancial covenants to lenders are factored into the
Board’s assessment of the Group’s capital structure.
ICG ANNUAL REPORT AND ACCOUNTS 2014
CHAIRMAN’S AND
CHIEF EXECUTIVE’S STATEMENT
continued
We also understand the value that shareholders place on regular and sustainable dividend
payments and we remain committed to a dividend policy linked to cash core income.
In addition to this, we perform an ongoing assessment of the Group’s capital requirements
with reference to the above factors over a three year horizon and should there be any capital
surplus to requirements, we will look to return capital to shareholders at the appropriate time.
Following a review of cash core income over a three year period, the Board recommend a
?nal dividend of 14.4p per share, making a total of 21.0p per share for the year, up 5% on last
year. If approved at the Annual General Meeting (AGM), the dividend will be paid on 28 July
2014 to shareholders on the register on 13 June 2014. The Board has decided to maintain the
dividend reinvestment plan (DRIP). Whilst the Group currently is investing signi?cant capital
into the development of the strength and breadth of the Fund Management business, after
a record year of realisations we believe that there is scope to reduce the capital base at this
time. We therefore announce our intention to launch a share buyback programme of up to
£100m which will be conducted via market purchases over the coming 12 months.
OUR EMPLOYEES
Our people are critical to the business developing as a third party asset manager and
achieving our strategic priorities. On behalf of the Board, we thank them wholeheartedly
for the enormous efforts they have made during the last year. Without their commitment
we would not have been able to raise and invest our funds, manage our assets successfully
and open up attractive new markets to facilitate the continued growth of our business.
LOOKING AHEAD
Our strong balance sheet, scalable infrastructure and dedicated global distribution team
mean we are well positioned to continue to develop as a third party asset manager.
Our product pipeline is stronger than ever before which is underpinning the momentum in
our fundraising. In addition to raising money for well established products, like European
CLOs, during the year ahead we aim to continue to expand our geographical and product
offering. We are currently in the market with a US private/mezzanine debt fund, an Australian
senior loans fund and our third Asia Paci?c fund. Preparations are also ongoing for a domestic
Japanese mezzanine fund in partnership with Nomura, an alternative credit product, following
a recent team hire, and US CLOs.
We are focused on managing our portfolio, with a particular focus on the small number
of weaker assets, to maximise value for our investors. The continued availability of debt
means our investment teams will need to maintain their investment discipline in the
competitive environment and we will continue to see a steady stream of realisations.
For the last 25 years we have built upon the vision of our four founders. Whilst we are proud
of our accomplishments, the achievements of the last year mean that we are con?dent that
we are building for another 25 years of success.

JUSTIN DOWLEY
Chairman

CHRISTOPHE EVAIN
Chief Executive Of?cer
Our business model
and 25 year track
record leave us well
positioned for growth.
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Strategic
report
CONTENTS
STRATEGIC REPORT
Moving forward 06
Strategic objectives 07
Performance and priorities 08
Business model 10
Our markets 14
Operating review:
1. Grow our assets under management 16
Funds overview 18
2. Invest selectively 20
3. Manage our portfolio to maximise value 21
Financial review 22
Managing risk to deliver our strategy 28
Macroeconomic risks 30
Our appetite for risk 32
Principal risks and uncertainties 33
Our resources and relationships 36
Our strategy in action Case studies 39
ICG ANNUAL REPORT AND ACCOUNTS 2014
PROGRESSING ICG’S TRANSITION
TO AN ASSET MANAGER
ICG continues its transition to being a
manager of third party funds from being
a principal investor.
The decision to develop the Group as a
third party asset manager recognised the
opportunity to use the investment skill and
balance sheet strength of the business to
generate long term growth.
The investment skills of ICG as a third
party asset manager are underpinned by
three platforms:
– The recently recruited dedicated
marketing and distribution team who
sell our products into the market and
develop longstanding and meaningful
investor relationships
– The infrastructure teams which are of
suf?cient scale to meet the demands
of a growing business in an increasingly
complex regulatory environment
– The balance sheet which permits
participation in, and shows Group support
for, a much greater product range than
ever before by investing, as appropriate,
in selective products
Not only does this strategic direction allow
the Group to deliver long term growth and
attractive returns, but diversi?ed sources of
recurring fee income will increase the stability
of the Group’s performance.
At the heart of the transition to a third party
asset manager is the realisation of assets
where ICG acted as a principal investor
and the redeployment of that capital in the
broadened product range. Realisations are
by nature lumpy and the timing is rarely
within the Group’s control. When the Group
commits capital to new funds it is drawn
down as the fund gets invested. This can
take up to ?ve years depending on the
product. This variation in timing gives rise
to inherent challenges in managing the
Group’s capital. A strong balance sheet
is a competitive advantage in our market,
and acts as an enabler to achieving our
ambitions, allowing the Group to be
competitive in regulated markets.
TRANSITION TIMESCALES AND PROGRESS
Since ICG began its transition to an asset
manager in 2010 we have successfully
established an in house distribution
capability, expanded our product range and
further developed a scalable infrastructure
team. In March 2010 the balance sheet
represented 26% of all assets managed,
in March 2014 this has reduced to 18%
and the continued growth of our product
base will see this percentage fall further.
The Group has three separate but interlinked
strategic priorities:
– Grow assets under management
– Invest selectively
– Manage portfolios to maximise value
This section, together with the sections
set out on pages 2 to 4 comprise the
Strategic report.

JUSTIN DOWLEY
Chairman
CHRISTOPHE EVAIN
Chief Executive Of?cer
MOVING FORWARD
We are moving away from our traditional role
as a principal investor and towards a role as a 
manager of third party funds.
We have successfully
established a
dedicated distribution
capability, expanded
product range
and scalable
infrastructure team.
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06 / 07
PERFORMANCE
AND PRIORITIES
BUSINESS
MODEL MARKETPLACE YEAR IN REVIEW
STRATEGY
RISKS
RESOURCES AND
RELATIONSHIPS
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We aim to grow the pro?ts of our fund
management business by increasing
AUM. We will build on our strong track
record, in house distribution team and
balance sheet strength to:
– Maximise the existing product portfolio
– Expand our client base and existing
products geographically
– Expand our product range in
existing geographies
We aim to manage portfolios to maximise
our returns, thereby building on our strong
track record and generating capital to
invest in new products. We aim to do
this by:
– Reviewing each investment’s performance at
least quarterly
– Engaging regularly with management
and sponsors
– Proactively working out problems
where appropriate
We aim to invest our AUM on a selective
basis to maximise risk adjusted
returns using:
– The sector specialisations of our credit teams
– Our local network of originators
– A disciplined approach to considering each
investment opportunity
1
GROW
ASSETS UNDER
MANAGEMENT
3
MANAGE
PORTFOLIOS
TO MAXIMISE
VALUE
2
INVEST
SELECTIVELY
STRATEGIC OBJECTIVES
ICG ANNUAL REPORT AND ACCOUNTS 2014
MANAGE PORTFOLIOS TO MAXIMISE VALUE
KPI
Impairments (£m)
KPI
Return on equity (ROE) (%)
11
70.9
12
70.6
13
80.0
14
95.1*
10
161.8
11
10.8
12
11.5*
13
8.9
10.2
14 10
7.2
Mezzanine and equity
CFM IC assets
GROW OUR ASSETS UNDER MANAGEMENT (AUM)
KPI
Total AUM (€m)
KPI
Fee rate on new AUM (%)
OVERVIEW
The Group earns fees on assets under
management – once they are either
committed or invested, depending on
the fund.
The growth in assets under management,
by raising new funds (including jointly
managed funds) is a lead indicator of
revenue growth for the business.
REVIEW OF PERFORMANCE
Assets under management have
remained ?at during the year as the
record fundraising has been offset
by the realisation of assets in older
funds. This has particularly impacted
the size of the Investment Company
portfolio. Going forward, we expect that
fundraising will exceed realisations and
lead to an increase in AUM.
OVERVIEW
Impairments are charged when there
is a reduction in the value of an interest
bearing asset.
Impairments impact the performance
and returns of a fund. An indicator
of fund performance is the level
of impairments incurred in the
Investment Company portfolio.
REVIEW OF PERFORMANCE
A small number of weaker assets within
our investment portfolio continue to
underperform and we took speci?c
provisions against a number of these
assets during the year.
The level of provisions should reduce
as we have gradually worked through the
remaining weaker assets and portfolio
dif?culties borne out of the ?nancial crisis.
OVERVIEW
We monitor the average weighted fee
rate to ensure that new AUM is pro?table.
Fees re?ect the risk/return pro?le of the
underlying asset and are typically higher
for direct investment funds.
REVIEW OF PERFORMANCE
During ?nancial year 2014 our fundraising
was substantially for specialist credit
funds and CLOs. These lower fee
products typically generate a higher
marginal pro?t for the Group as the asset
management platform is more scalable.
This contrasts to the preceding years
where mezzanine funds, which attract
higher fees, dominated fundraising.
OVERVIEW
Group ROE is a key indicator of our ability
to maximise returns from our business.
However, in any given year, our ROE is
impacted by the timing of realisations
and impairments, which by their nature
are irregular.
Over the medium term the Group is
looking to improve its ROE.
REVIEW OF PERFORMANCE
Our success at realising our assets over
the year has crystallised value for the
Group. The cash generated has been
used to reduce our outstanding debt
and this, together with the investment
in growth initiatives, has impacted short
term ROE.
11 12 13 14
10,669
10
8,239
9,036
8,679
9,900
Total third party AUM
IC New AUM
2,311
2,942
2,743 2,729
3,030
11 12 13 14 10
1.35%
1.42%
1.39%
0.8%
3,800
1,395
670
1,855
CLOs and liquid strategies (€m)
Direct investment credit fund (€m)
Direct investment mezzanine funds (€m)
Weighted average fee rate on new AUM
PERFORMANCE
AND PRIORITIES
We have identifed a number of
key performance indicators (KPIs),
which, taken together, measure the
progress we have made in meeting
our strategic objectives.
€13.0bn
£95.1m
*Excluding £17.3m on a restructured
asset for which a corresponding uplif
is reported through unrealised gains
10.2%
*Adjusted for £45m one of release of
previously accrued costs in relation to the
termination of legacy remuneration schemes.
0.8%
08 / 09
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STRATEGY BUSINESS MODEL MARKETPLACE YEAR IN REVIEW RISKS
RESOURCES AND
RELATIONSHIPS
KPI
Dividend per share (p)
11
19.0
18.0
12
20.0
13 14
21.0
10
17.0
Impairments Capital gains
11 12 13 14
66.7
10
54.7
73.2
64.6
61.0
KPI
Investment performance (%)
INVEST SELECTIVELY
OVERVIEW
The operating margin of the Fund
Management Company (FMC) is a
measure of the ef?ciency and scalability
of the business.
As the Group has invested substantially
in its growth, the return on this
investment is measured through the
operating margin.
REVIEW OF PERFORMANCE
We have invested in an in house
distribution team and new product
initiatives in recent years. This, combined
with an increase in new funds charging
fees on an invested capital basis has
impacted the operating margin. As we
invest recently raised money, and raise
new and successive funds, we expect
operating margins to increase.
OVERVIEW
Our ability to pay dividends and return
value to shareholders is a measure of
our ability to generate returns from our
Investment Company portfolio and
managing third party funds.
Further details of the economic model
of the business are provided on page 12.
REVIEW OF PERFORMANCE
The Group has a dividend policy, based
on cash core income. Over the last
?ve years we have generated suf?cient
returns from our business to grow the
dividend year on year.
OVERVIEW
A measure of investing selectively is
the investment performance of our
funds. However, as a specialist asset
manager, reliable comparable data is
not readily available.
For the funds where we originate
assets the best indicator of the quality
of our investment decisions is the
underlying EBITDA performance of
our portfolio companies.
REVIEW OF PERFORMANCE
The Group expects at least 60% of
the portfolio companies in its mezzanine
direct investment funds to report results
above the prior year.
The performance in the current
?nancial year has been supported by
the improving economic environment.
KPI
FMC operating margin (%)
11
43.9
12
41.3
13
40.1
14
35.1
10
48.3
Mezzanine and equity
CFM IC assets
21.0p
35.1% 66.7%
PRIORITIES FOR 2015
The Group aims to maintain and build on its third party fundraising
momentum across a broader range of products than ever before:
– Existing strategies – launching the third Asia Paci?c fund and
further CLOs
– New geographies – US debt, Australian Senior Loans and
Japanese mezzanine
– New products – Alternative Credit
The ?rst time funds will contribute incremental fee streams
to the Group and increase the operating leverage of the Fund
Management Company.
The Group has generated signi?cant capital to deploy on funds raised
over the last two years, and has ambitious fundraising targets for FY15.
We aim to deploy the capital raised in line with the required
investment run rate, subject to ?nding investment opportunities with
the appropriate risk/return balance. The Group will maintain its
disciplined approach to investment in a highly competitive market.
The Group aims to maximise returns in older funds by realising assets
to crystallise value for the balance sheet and our fund investors.
The timing remains uncertain as it is rarely in the Group’s control.
During FY15 we will continue to actively manage our portfolios
and to proactively work with management and sponsors on working
out problems.
PERFORMANCE
AND PRIORITIES
ICG ANNUAL REPORT AND ACCOUNTS 2014
STRUCTURE
Our team combines institutional
clients’ capital and our
own shareholders’ funds
across a range of products.
Each product has a tailored
investment strategy and speci?c
returns expectations which
are aligned to the risk of the
investment strategy.
We earn a management fee from
managing third party money,
when it is either committed
or invested. The fee structure
depends on the product and
whether the product is in its
investment or realisation phase.
INVEST
Our well established and
highly disciplined investment
processes, industry sector
specialisations and knowledge
of local markets underpin every
investment decision.
The Group’s Executive
Committee oversees the
investment process, setting
and monitoring the investment
parameters for each fund.
This ensures a consistency of
approach across the Group.
Investment Committee members
are appointed based on their
expertise in the product area.
MANAGE
Our investment teams remain
fully engaged with every
asset throughout its life cycle.
They have regular engagement
with management and
sponsors and receive regular
and timely management
information. Where appropriate
our teams proactively work
to resolve problems with the
aim of preserving the value of
our investment.
On at least a quarterly basis, the
Investment Committees review
each investment’s performance
with the relevant investment team.
REALISE
We provide returns to our
investors, and generate revenue
for the Group, throughout
the life of an asset, through a
combination of the asset’s income
returns and capital growth.
We aim to maximise the
proceeds by proactively
realising assets once they reach
maturity within the portfolio.
The realisation of an asset
crystallises accumulated interest
and capital growth, contributes
to generating performance fees
and supports our long standing
investment track record.
BUSINESS
MODEL
We are a specialist asset manager of
mezzanine ?nance, private debt, leveraged
credit and minority equity. We manage
€13.0bn of assets in third party funds
and proprietary capital, providing ?nance
to private corporates and real estate.
We manage these assets using our large,
experienced and specialist investment
teams operating from our head of?ce in
London and our strong local network of
overseas of?ces.
What we do is not unique, but the breadth
and depth of our experience make us a
specialist amongst asset managers, with an
enviable track record of generating attractive
returns for our investors.
Our outstanding track record, built up over
25 years, means that we are trusted by our
investors to meet their expectations by taking
appropriate, considered risks when
investing. We seek to balance risk and
return, using detailed research and credit
analysis to inform our judgement and
create well diversi?ed investment portfolios.
We make full use of the specialist industry
experience of our credit fund teams and
the insights, knowledge and relationships
of our local investment teams to identify
attractive investments. Once invested, we
continue to manage actively our portfolio
to maximise returns.
Our balance sheet, along with our
experienced, specialist, local investment
teams, enables us to access and pro?t from
opportunities unavailable to many other fund
managers and ?nancial institutions.
WHAT WE DO AND WHY
HOW
WE CREATE
VALUE
RISK MANAGEMENT
At every point in the value chain we manage key risks to deliver our strategy. Read more on page 28.
Cash generated from the business is both reinvested in the business to facilitate future growth
and returned to shareholders, principally in the form of dividends. In the last three years we
have returned £223.2m to shareholders through dividends.
£$€¥
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BUSINESS
MODEL
RISKS
RESOURCES AND
RELATIONSHIPS
Our business model is evolving to re?ect the
Group’s strategic shift towards becoming
predominantly a third party asset manager.
We are organised into two businesses, the
Fund Management Company (FMC) and the
Investment Company (IC), which are supported
by a common infrastructure platform.
The IC is at the heart of ICG’s principal
investor origins. It uses our balance sheet
funding to provide long term support to the
FMC’s third party funds, either through a
predetermined co-investment ratio, fund
investment or seed capital. Increasingly the
IC’s resources are being used to launch and
develop new funds, thereby facilitating the
expansion of the Group’s product suite, in
response to market opportunities, and growth
of the FMC.
The FMC is the operating business of the
Group, sourcing and managing investments
on behalf of third party funds and the IC.
The transition to being a third party asset
manager will result in the FMC becoming
a greater contributor to Group pro?tability,
with predictable revenue streams and
increasing operating leverage. The evolution
of the business model to grow the FMC has
included the development of a dedicated
in house distribution team to build investor
relationships and source investment into
our funds.
Both the IC and FMC are supported by a
common, scalable infrastructure platform
to support the growth of the business in an
increasingly complex regulatory environment.
HOW OUR BUSINESS MODEL HAS EVOLVED
HOW WE
ARE
STRUCTURED
PRIVATE DEBT
AND MINORITY EQUITY
ICG’s funds invest in
mezzanine and minority
equity assets of proven
mid market companies with
leading market positions.
CREDIT
FUNDS
ICG credit funds deploy
third party capital
investing in senior loans
and high yield bonds of
proven mid market
companies.
REAL ESTATE
DEBT
ICG Longbow’s
funds deploy third party
capital investing in real
estate mezzanine
and senior debt.
BALANCE SHEET
INVESTMENTS
Te Investment
Company co-invests
alongside third party
funds at predetermined
ratios, invests in funds
and provides seed
capital to launch and
develop new funds.
THE FUND MANAGEMENT COMPANY
(FMC)
Te FMC is the operating business of ICG plc that sources and manages
investments on behalf of third party funds and the IC.
THE INVESTMENT
COMPANY (IC)
Te IC is the investment
business of ICG plc.
DISTRIBUTION
ICG’s in house distribution team raises third party capital for new funds.
INFRASTRUCTURE
Infrastructure teams support all aspects of the business covering operations, fnance, HR, legal and compliance.
ICG ANNUAL REPORT AND ACCOUNTS 2014
HOW
WE USE OUR
CAPITAL
BUSINESS MODEL
continued
We are committed to ?nancial discipline,
both in terms of the quality of investment
and strategic allocation of resources, as
well as ensuring that an appropriate capital
structure is maintained. Capital is allocated
to strategies that are expected to create
long term value. Consideration is given
to maintaining broad access to ?nancing
sources and to debt markets, to regulatory
requirements and to ensure the Group is
suf?ciently robust to withstand periods of
market stress.
We will seek to maximise shareholder value
by utilising our available capital to prioritise
investment in opportunities which over a
number of years will add sustainable income
streams to the business and optimise our
return on equity.
We understand the value that shareholders
place on regular and sustainable dividend
payments and we remain committed to a
dividend policy linked to cash core income
(see page 132 for de?nition). In addition,
to the extent that we believe there is any
material excess capital, we will return capital
to our shareholders.
CAPITAL MANAGEMENT
INVESTING TO GROW THE FUND
MANAGEMENT BUSINESS
Co-investment with and investment in funds that are:
– Established
– New
– In development
REALISATIONS AND FEES INVEST
SHAREHOLDER
DISTRIBUTIONS
– Dividends – linked to cash core income
– Surplus capital returned to shareholders
DISTRIBUTION
Grow the business to maximise shareholder returns
Satisfy regulatory
requirements
Withstand periods
of market stress
Maintaining access to
capital markets and strong
credit rating
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BUSINESS
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RESOURCES AND
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The combination of our outstanding
investment track record over 25 years,
expanding product range and the
support of a strong balance sheet are
signi?cant differentiators when raising
third party money.
Our client relationships, enhanced by the
presence of our own distribution team, have
continued to grow in breadth and depth,
with recent fundraisings having a more
geographically and institutionally diverse
investor base. Our dedicated marketing
and distribution team should enable us to
build stronger and broader relationships
which will further support us achieving
our strategic priority of growing assets
under management.
We have a consistent investment culture
across all our products. This is based on
a disciplined investment process, core
credit principles and with a strong focus
on capital preservation.
Each investment opportunity is assessed
on its own merits and in the context of the
expected risk and return requirements of
the fund. Particularly we consider limiting
the downside risk of the investment and
the underlying focus is on generating
cash returns through the life of the asset.
Our investment strategy is underpinned by
rigorous risk analysis.
You can read more about the key resources
and relationships that enable our business
model to function on page 36
We have local teams and sector specialists
who speak the languages and understand
the dynamics of the markets in which they
operate. These investment teams have
established our reputation as a trusted
and experienced partner with innovative
structuring skills. Our investments are
tailored to provide a ?nancing solution
that ?ts the cash ?ows of the underlying
asset to maximise value for our investors.
Our local teams have built longstanding
relationships with local sponsors, banks,
advisers, and management teams,
providing deal ?ow and early access to
investment opportunities.
Post investment monitoring is a key focus
of both our investment teams and the
Investment Committees. Our investment
professionals and credit analysts are
responsible for attending management
meetings, reviewing management data
and following industry trends.
We typically seek Board attendance rights
from portfolio companies in our mezzanine
funds, currently attending approximately
85% of the Boards of our portfolio
companies. Board representation assists
in effective portfolio management of illiquid
assets as it provides access to management,
additional insight into ?nancial information
and gives the opportunity to build and
strengthen relationships with stakeholders.
These relationships have provided a
signi?cant number of both follow-on and
new investment opportunities for our funds.
Close monitoring of investments enables
us to identify risks within the portfolio at an
early stage. Our investment professionals
have experience in default situations and
in the recovery of investments. We use
this experience to engage proactively
in restructuring situations and thereby
maximise our returns from these
investments. Our investment and monitoring
processes have supported our outstanding
track record since inception, with our funds
performing strongly against their peers.
Our portfolio management and realisation
decisions are not driven by short term
considerations. We support our investments
over the long term. The availability of ?exible
capital, both from our balance sheet and the
funds, supports sponsors and management
in achieving pro?t and cash generation which
enables us to achieve outstanding returns
on realisation. This has been the basis of
our long term success.
The realisation of our existing portfolio of
investments not only generates cash returns
for existing investors, but also acts as a
source of investment opportunities for new
funds. The speed and ?exibility with which
we are able to complete these transactions
is enhanced by our relationships with
management and deep understanding
of the investment.
OUR COMPETITIVE ADVANTAGES
OUR KEY RESOURCES AND RELATIONSHIPS
RESOURCES
– Investment management skills
– Distribution capabilities
– Scalable infrastructure
RELATIONSHIPS
– Tird party investors
– Key fnance counterparties
– Regulators
– Asset sourcing networks
– Asset owners and management
ICG ANNUAL REPORT AND ACCOUNTS 2014
signi?cant growth in market liquidity which
pushes further the appetite of investors for
alternative asset classes.
As at the end of March there were over
2,100 private equity type funds in the
market targeting an aggregate of $750bn
in commitments, of which 26% were
targeted towards mezzanine and real estate
strategies. There is little doubt that the
combination of liquidity and a more frantic
search for yield have made fundraising less
challenging than in the aftermath of the
?nancial crisis. In spite of this, we still see
investors continuing to favour caution and
those established fund managers who can
evidence a long established and reliable
track record. This cautiousness is evidenced
in the time taken to raise ?rst time funds,
which generally remains high.
These changing dynamics in the ?nancing
market have given the Group a favourable
landscape against which to fundraise and
grow assets under management. Further,
by broadening our product range and
geographical footprint, we have become
increasingly attractive to investors seeking
to award multi-strategy or geographically
diversi?ed mandates.
CREDIT MARKET
Whilst there continues to be signi?cant
differences between the regions, sectors and
asset classes in which we operate there are
some common features that provide a broad
context to these markets.
MARKET REVIEW
As has become increasingly the case over
the past ?ve years, the single most important
factor driving our markets is the impact of non
conventional monetary policies. As central
banks have stepped in to stimulate growth
and balance the absence of government
latitude in economic policy, ?nancial markets
have been gradually ?ooded with liquidity.
This increased level of cash in the market,
combined with interest rates driven to
historically low levels, and a decline in the
banks’ appetite to lend to mid market
corporates have given rise to a new lending
landscape. As an alternative asset manager,
there are signi?cant opportunities offered by
this market to continue our growth
and development.
FUNDRAISING MARKET
The fundraising market has become
increasingly favourable to well established
fund managers as institutional investors
– corporate pension funds, insurance
companies, local authorities, sovereign
wealth funds and other ?nancial institutions
– have signi?cant cash available to deploy.
In order to compensate for the poor returns
generated by traditional asset classes such
as equities and ?xed income, in which these
institutions predominantly invest, they also
allocate capital to alternative asset classes
more and more. These have the bene?t
of providing portfolio diversity as well as
increasing the return potential by taking
more risk. This shift is exacerbated by the
OUR MARKETS
Change in the global economic environment, particularly in the
availability of investment capital, is the most signifcant market
driver infuencing the delivery of the Group’s strategic priorities.
Market conditions which support the Group’s fundraising eforts
to grow assets under management typically create a more competitive
environment in which to invest selectively.
Tese changing
dynamics in the
fnancing market have
given the Group a
favourable landscape
against which to
fundraise and grow
assets under
management.
14 / 15
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8.0
$tr
Additional capital
issued by central banks
since 2008
Over the last four years bank lending into
the mid market has declined sharply.
Whilst banks have not completely withdrawn
from corporate assets or real estate lending,
we expect that their appetite to lend to
mid market corporates and real estate will
remain muted.
Financing history tends to show that
?nancing gaps do not extend for lengthy
periods. As banks reduced their exposure,
they left a void which is now being ?lled by
institution led ?nancing and specialist asset
managers such as ICG, supported by a
healthy fundraising market. New institutional
entrants into the market combined with
growing investor con?dence in the stability
of the Eurozone are now creating an
increasingly competitive environment in the
loan and high yield markets. The availability
of senior debt and sponsors’ unused
capital means the demand for traditional
mezzanine ?nancing remains low. Further,
the competition for assets means that
both pricing and terms are under pressure
in Europe. In this market, the combined
strength of our local origination teams,
innovative structuring skills and sector
specialists come to the fore as and we are
able to continue to source deals for our
originated funds, while limiting any pressure
on terms.
European CLO issuance, which had been
fairly modest since the ?nancial crisis, has
made a limited comeback. Those institutions
that have been able to issue CLOs are
the larger institutions, like us, who have
the capacity to meet the regulatory
requirement to invest at least 5% of any
fund. The recovery of the market is also
hindered by the uncertainty surrounding the
treatment of investments into CLOs by US
banks. In spite of this relatively slow recovery,
there has been no shortage of liquidity in the
syndicated loan market. CLOs are the most
prevalent form of loan investment vehicles
but across European markets institutional
investors have been increasingly active,
buying loans directly, or through separately
managed accounts. As the bond market
continued to be extremely liquid, larger
companies have had little dif?culty getting
?nanced. The buyout market has been
impacted by the combined competition
of corporate M&A activity and a buoyant
IPO market, rather than from the lack of
available ?nancing.
The direct lending market has been more
attractive as this is the segment which
has suffered the most from the gradual
withdrawal of the banks. 2014 has seen
more normalised conditions with an
increased number of direct lending funds
compensating for the weakness of bank
?nance. Lending conditions overall remain
attractive and conducive to the development
of a lending strategy for the long term.
The UK commercial real estate market is
seeing an increased level of activity. To date
this has been across the risk spectrum,
with attractive opportunities in senior debt
and whole loans as well as mezzanine.
The banks have begun lending, but they
remain minority players, have lengthy
approval processes and appear to be
limiting their support to their core client base.
The US market is buoyant with high levels
of in?ows into CLOs and mutual funds.
The CLO market is still very active despite the
uncertainty surrounding the implementation
of part of the Dodd-Frank Act which
restricts certain US banks from holding
bonds, including CLO debt tranches, as an
investment. The very liquid credit markets
combined with well capitalised sponsors
make the competition for assets, particularly
for larger companies, quite intense.
Sponsors are well capitalised and whilst
the new deal ?ow has increased from 2012,
there remains a very limited supply.
Across the Asia Paci?c market there has
been steady growth. Principal sources
of capital for investment are the banks,
local sovereign wealth and pension funds.
Only Australia has an embryonic institutional
debt market. The region is relatively well
funded with ample liquidity for investment
making competition for assets high,
particularly companies with enterprise
values in excess of $200m. The supply of
new deals is limited, and the current focus
is the optimisation of ?nancing structures
for existing buyouts and maximising returns
to the equity sponsors. In this complex and
diverse market, origination skills and length
of experience are particularly important
and allow our team to continue winning
new business.
ICG ANNUAL REPORT AND ACCOUNTS 2014
OPERATING REVIEW
Record fundraising year across products and a record period
of realisations leaves third party AUM up 8%.
GROW OUR ASSETS
UNDER MANAGEMENT
A key measure of the success of our strategy
to grow the fund management business is
our ability to grow assets under management.
New AUM (in?ows) is our best lead indicator to
sustainable future fee streams and therefore
increasing the pro?tability of the FMC.
At €3.8bn, we have had another record
breaking fundraising year, raising more third
party money in a single ?nancial year than
ever before, across multiple products and
in multiple geographies. Of this, 45% of
the fundraising was in relation to ?rst time
funds, introducing brand new sustainable fee
streams to the Group. As these funds charge
fees on invested capital the fees will ramp up
during the investment period. This is further
evidence that the investment made in recent
years is helping us to deliver our strategy.
After a sustained period of low realisations,
we saw a signi?cant increase in the number
of realisations during the year. The cash
generated from these realisations is proving
to be a competitive advantage enabling the
Group to invest in developing a broad range
of new products.
In the year to 31 March 2014, AUM increased
0.4% to €13.0bn as the out?ows from the
high level of realisations offset the fundraising
in?ows. As expected, the impact of realising
the older, pre 2010, assets has been felt
principally by the balance sheet portfolio,
down 24%, as the balance sheet had
contributed more than third party funds to
each investment. Third party funds have
increased 8% to €10.7bn.
THIRD PARTY MEZZANINE FUNDS
Third party mezzanine funds under
management have decreased by 16% to
€3.7bn in the period due to the realisation
of assets in the older European and Asia
Paci?c funds.
On the fundraising front, since the year end
we have had a $450m ?rst close on our US
Private Debt fund, which included $200m
from ICG. We have also recently begun
to market our third Asia Paci?c fund
and we expect a ?rst close during FY15.
Preparations are also well advanced for the
launch of a domestic Japanese mezzanine
fund through our 50:50 partnership with
Nomura. This strategic partnership was
signed in November 2013 and will facilitate
the structuring and distribution of new
domestic mezzanine investments and
funds in Japan.
CREDIT FUNDS
Third party credit funds under management
have increased 15% to €5.7bn, with the new
AUM of €3.0bn raised in the year outstripping
the runoff of our older CLO funds and a
reduction in private mandates.
The growth of AUM is directly attributable to
the success of our direct lending product,
Senior Debt Partners, which raised €1.3bn
during the year. Aligned to this product is
a mandate of £163m (€191m) of Business
Finance Partnership funds received from
HM Treasury, which will be invested in mid
16 / 17
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RESOURCES AND
RELATIONSHIPS
Record fundraising
year across products
and a record period
of realisations leaves
AUM at €13.0bn.
3.8
€bn
Tird party funds
raised in the year
market companies across the UK. Since the
year end, a further €0.3bn of AUM has been
raised closing the strategy at its maximum
permitted size of €1.7bn, well in excess of the
€1.0bn target.
The European CLO market has made a
tentative return during the year. Our strong
balance sheet is proving to be a competitive
advantage in this market as the European
Capital Requirements Directive requires
institutions to contribute at least 5% to the
CLOs they manage. During the ?nancial year
we raised a total of €1.3bn in three CLOs
making us the largest issuer in Europe over
this period. We also took the opportunity to
extend existing fee streams by using the new
CLOs to acquire assets from the redemption
of the Eurocredit Opportunities Parallel Fund
and the partial redemption of ICG Eos Loan
Fund 1 Limited. Offsetting the new AUM
was the runoff of older funds, the net impact
being a reduction in European CLO AUM of
€0.1bn.
Over the last two years, we have invested
in expanding our US presence which has
enabled us to raise our ?rst dedicated US
product during the year, a $371m US CLO,
including $41m from ICG. This gives us a
strong base from which to raise further CLOs
and leverage our investment in the product.
Our multi-asset credit strategies fund
Total Credit continues to build a strong track
record since its inception. The fund has seen
a 25% increase in NAV since it was launched
in July 2012 and returned 10% in the year.
This is a good platform from which our
distribution team can raise third party funds.
We continue to invest in broadening
our product range and have recently
hired a team to support the launch of an
alternative credit fund. Elsewhere, we are
marketing an Australian Senior Loans fund
for which the balance sheet is currently
warehousing assets.
REAL ESTATE FUNDS
Third party real estate funds under
management have increased 139% in
the year to €1.3bn as our UK real estate
business, ICG Longbow, continues to
perform strongly.
During the year we closed the third ICG
Longbow mezzanine fund at its maximum
permitted size of £700m, including £50m
from ICG. This was well above our original
target of £500m and considerably more than
the predecessor fund which raised £242m.
We continue to seek to build on our
UK real estate investment skills with an
expanded product offering. This has led
to ICG Longbow being awarded a £150m
segregated mandate from a UK pension
fund during the year and the recruitment of
a small team with an expertise in German
real estate.
ICG ANNUAL REPORT AND ACCOUNTS 2014
FUNDS OVERVIEW
FUNDRAISING
Investor diversity
The Group is seeking to establish and build
relationships with fund investors across
a broad range of asset classes. This year
the distribution team has been particularly
successful in building relationships with
pension funds and insurance companies
as banks withdraw from the market.
Geographic diversity
With staff based across Europe, Asia,
America and the Middle East, our distribution
team is able to reach more investors
across the globe. The Group is seeking
a geographically diverse investor base.
Funds raised during FY14 have been
particularly suited to European investors
and this is re?ected in the geographic pro?le.
Direct investment funds
Fund
Mezzanine
Fund 2003
European
Fund 2006
Europe
Fund V
Recovery
Fund 2008
Minority
Partners 2008
ICAP
2005
ICAP
2008
Senior Debt
Partners 2008
Tird party money €1,420m €1,750m €2,000m €840m €120m $300m $600m $589m
Estimated money
multiple 1.6x 1.5x 1.6x 1.5x 1.9x 1.6x 1.6x 1.2x
% carry*
25% of 20
over 8
20% of 20
over 8
20% of 20
over 8
20% of 20
over 8
20% of 20
over 8
25% of 20
over 8
20% of 20
over 8
20% of 15
over 6
* Total carry is a ?xed percentage of the fund gains. For example, in Mezzanine Fund 2003 the carry is 20% of gains and the Group is entitled to 25% of this. Carry is triggered when
fund returns exceed a hurdle, for Mezzanine Fund 2003 this is 8%.
FUNDS
RAISED IN
FY14
1
2
3
4
5
7
ACROSS
ALL
FUNDS
1
2
3
4
5
6
7
FUNDS
RAISED IN
FY14
1
2
3
ACROSS
ALL
FUNDS
1
2
3
1 Asset manager 14%
2 Fund of funds 1%
3 Insurance companies 21%
4 Pension 58%
5 Sovereign wealth funds 2%
6 Bank –
7 Other 4%
1 Asia Pacifc 10%
2 USA and Canada 9%
3 Europe and Middle East 81%
1 Asia Pacifc 31%
2 USA and Canada 12%
3 Europe and Middle East 57%
1 Asset manager 11%
2 Fund of funds 11%
3 Insurance companies 16%
4 Pension 31%
5 Sovereign wealth funds 23%
6 Bank 4%
7 Other 4%
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FUND TYPE KEY
M MEZZANINE C

CREDIT FUNDS R

REAL ESTATE
FUNDS OVERVIEW
FY14 FY13
FUND TYPE CURRENT FUNDS STATUS AUM(€) STATUS AUM(€)
M ICG Mezzanine Fund III 2003 Realisation 103.3 Realisation 216.6
M ICG Europe Fund IV 2006 Realisation 682.4 Realisation 1,145.3
M ICG Europe Fund V Investment 2,000.0 Investment 2,000.0
M ICG Minority Partners Fund 2008 Realisation 20.1 Realisation 20.1
M ICG Recovery Fund 2008 Realisation 420.1 Realisation 439.9
M Intermediate Capital Asia Pacifc Fund II 2008 Realisation 435.7 Investment 466.9
M Intermediate Capital Asia Pacifc Mezzanine Fund I 2005 Realisation 16.3 Realisation 106.4
C Confuent I Ltd Realisation 165.6 Investment 387.7
C Eos Loan Fund I Realisation 237.2 Realisation 838.0
C Eurocredit CDO II B.V. 2000 Redeemed 0.0 Realisation 11.3
C Eurocredit CDO III 2003 Realisation 80.9 Realisation 165.3
C Eurocredit CDO IV 2004 Realisation 103.2 Realisation 165.3
C Eurocredit CDO V PLC 2006 Realisation 316.9 Realisation 467.2
C Eurocredit CDO VI PLC 2006 Realisation 334.0 Realisation 444.6
C Eurocredit CDO VII 2007 Realisation 393.8 Investment 455.2
C Eurocredit CDO VIII PLC 2007 Realisation 260.9 Realisation 401.0
C Eurocredit Opportunities Fund I PLC 2005 Realisation 103.7 Realisation 132.4
C Eurocredit Opportunities Parallel Funding I Realisation 2.5 Realisation 375.8
C St Paul’s CLO I B.V. 2010 Investment 277.8 Investment 287.0
C St Paul’s II (CLO) Investment 387.5 – –
C St Paul’s III (CLO) Investment 528.8 – –
C St Paul’s IV (CLO) Investment 419.8 – –
C US CLO I Investment 238.7 – –
C European Investment Fund I Investment 72.7 Investment 71.8
C European Investment Fund II Investment 93.0 Investment 97.8
C ICG European High Yield Bond Fund I Fundraising 54.3 Investment 49.3
C ICG European Loan Fund Fundraising 45.6 Investment 73.4
C Segregated Mandates Investment 7.9 Investment 364.2
C ICG Senior Debt Partners Fund I Fundraising 1,381.5 Fundraising 92.0
C ICG Total Credit Fund Fundraising 211.2 Fundraising 92.0
R Longbow UK Real Estate Debt Investments II Realisation 193.3 Realisation 228.4
R ICG Longbow Senior Secured UK Property Debt Investments Limited Investment 111.6 Investment 109.2
R ICG Longbow UK Real Estate Debt Investments III Investment 787.3 Fundraising 195.5
R Longbow Senior Debt Fund Fundraising 181.7 – –
TOTAL 10,669.3 9,899.6
ICG ANNUAL REPORT AND ACCOUNTS 2014
The investment environment is highly
competitive and our teams have to work hard
to source and execute transactions. We are
therefore delighted to have continued the
pace of investment during the year across
all our direct investment funds whilst at the
same time maintaining our credit discipline.
Our ability to commit and deploy capital
quickly is proving to be a key advantage in
this competitive market.
The total amount of capital deployed on
behalf of the direct investment funds where
we originate deals was £1.5bn in the year, a
185% increase on the prior year. In addition,
our Investment Company invested a total of
£393.5m in the year, compared to £261.9m
in the prior year. The investment rate for
Senior Debt Partners and ICG Longbow
Real Estate III has a direct impact on FMC
income as fees are charged on an invested
capital basis.
The direct investment funds are investing
at the required pace. We closed eight
deals in ICG Europe Fund V during the
year, taking the fund to 58% invested,
halfway through its investment period, and
completed one further deal since the year
end. Our ICG Longbow Real Estate Fund
III is 37% invested after signing a further 10
deals, with nine months left of its investment
period and Senior Debt Partners is 42%
invested completing 17 deals, a third of the
way through its investment period. Our Asia
Paci?c Fund II was 77% invested at the end
of its investment period after signing three
further deals during the year. We have also
completed one deal in North America.
Our top 10 individual investments made
during the year across the direct investment
funds are:
Company Fund Industry Country £m*
Euro Cater Europe V Retail Denmark 169.4
Zenith SDP Business services UK 84.9
Vitaldent Europe V Healthcare Spain 84.7
Apem Europe V Electronics France 79.1
Mec3 Europe V Food products Italy 73.8
Nora Europe V Building materials Germany 71.7
Westbury Street Holdings Europe V Catering UK 70.0
Inenco Europe V Business services UK 67.5
Ideal Stelrad SDP Industrial materials UK 66.5
Leaders SDP Management services UK 64.0
Total 831.6
*Total amount invested on behalf of the fund and our balance sheet.
OPERATING REVIEW
continued
INVEST SELECTIVELY
We have a good
pipeline of investment
opportunities and
signifcant capital to
deploy. However, we
will remain extremely
selective and maintain
our historical rigour
in making investment
decisions.
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RESOURCES AND
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return of the IPO market and the pressure of
sponsors to return cash to their investors, we
expect the number of full exits to increase.
The Investment Company’s portfolio
continues to demonstrate resilience,
with 67% of our portfolio companies by
number (75% on a value weighted average
basis) performing above or at the same
level as the previous year. Our investment
teams have been actively engaged in the
restructuring of six portfolio companies
during the year. Since their restructuring
these companies are beginning to
show signs of improved performance.
There remains a small number of weaker
companies within the portfolio who continue
to underperform and show no signs
of recovery. The fair value of our equity
portfolio increased £32.9m during the year.
During the year we took asset speci?c
impairments against our weaker assets,
resulting in gross provisions of £133.6m
compared to £141.1m in the last ?nancial
year. This includes a provision of £17.3m
taken on the restructuring of an asset with
a corresponding uplift in unrealised capital
gains. After write backs of £21.2m during
the year, and excluding the provision against
the restructured asset, net impairments
were £95.1m compared to £80.0m last year.
Whilst we do not expect that aggregate net
provisions will exceed our long term average
in the foreseeable future, to the extent that
they are required, provisions are likely to
remain lumpy as we continue to closely
monitor our weaker assets.
KEY PRIORITIES FOR THE CURRENT YEAR
In the year ahead we aim to maintain
and build on our third party fundraising
momentum across a broader range of
products than ever before:
– Existing strategies – launching the third
Asia Paci?c fund and further CLOs
– New geographies – US debt, Australian
Senior Loans and Japanese mezzanine
– New products – Alternative Credit
The ?rst time funds will contribute incremental
fee streams to the Group and with the
successor funds increasing the operating
leverage of the Fund Management Company.
We have generated signi?cant capital to
deploy in new funds raised over the last two
years, and have ambitious fundraising targets
for FY15. We aim to deploy the capital raised
in line with the required investment run rate,
subject to ?nding investment opportunities
with the appropriate risk/return balance.
We will maintain our disciplined approach
to investment in a highly competitive market.
We aim to maximise returns in older funds
by realising assets to crystallise value for
the balance sheet and our fund investors.
The timing of these realisations remains
uncertain as they are rarely in the Group’s
control. Since the year end, Applus+, our
largest single asset, has listed, triggering the
repayment of the majority of our investment.
During FY15 we will continue to actively
manage our portfolios and to proactively
work with management and sponsors on
working through problems to enhance
performance and maximise returns.
We have a good pipeline of investment
opportunities and signi?cant capital to
deploy. However, we will remain extremely
selective and maintain our historical rigour in
making investment decisions
After a period where companies were
unable to access debt, we saw an increased
availability of ?nance in the market during
the year. This provided the opportunity for
a number of companies to re?nance their
existing debt facilities and led to a record
year for realisations with the full or partial
repayment of 12 of our top 20 assets.
The pace of realisations stabilised in the
second half of the ?nancial year and this rate
has continued into the new ?nancial year.
We have realised over £1.1bn of cash for
our Investment Company during the year.
In most cases we have retained our minority
equity positions in our realised assets. As a
result, the average internal rate of return
from the assets realised in the year of 14%
will increase once these assets are fully
exited. This makes our portfolios some
of the best performing of their respective
vintages, generating good returns for our
fund investors and cementing our excellent
track record.
Net realised capital gains in the period of
£140.8m are primarily due to the exit from
All?ex, a company the balance sheet had
been invested in since 1998. Elsewhere there
has been a low level of realised capital
gains as companies within our portfolios
have re?nanced rather than undergone a
full exit process. As the performance of the
underlying companies improves thereby
increasing their valuation, combined with the
MANAGE PORTFOLIOS
TO MAXIMISE VALUE
ICG ANNUAL REPORT AND ACCOUNTS 2014
137.4
£m
Proft afer tax
FINANCIAL REVIEW
Tis review provides an overview of the Group’s fnancial
performance, position and cash fow for the year ending
31 March 2014.
PHILIP KELLER
Chief Financial Of?cer
The information presented in this review excludes the balance sheet impact of consolidating
the US CLO (see note 5 to the ?nancial statements).
OVERVIEW
During the year we made strong underlying progress in the development of our fund
management business, although this is not yet readily visible in the FMC pro?t. The IC
also had a strong year with record levels of realisations and cash generation. Overall, the
Group’s pro?t before tax for the year was up 11% at £158.7m (2013: £142.6m).
Unadjusted Adjusted
2014
£m
2013
£m
2014
£m
2013
£m
Fund Management Company 35.0 40.4 35.0 40.4
Investment Company 123.7 102.2 140.1 107.9
Pro?t before tax 158.7 142.6 175.1 148.3
Tax (21.3) (18.8) (21.3) (18.8)
Pro?t after tax 137.4 123.8 153.8 129.5
The adjusted pro?t of the IC and Group
excludes the impact of the fair value
charge on hedging derivatives of £16.4m
(2013: £5.7m). Throughout this review all
numbers are presented excluding this
adjusting item.
The effective tax rate for the period is 13%
(2013: 13%). The effective tax rate bene?ts
from the current year release of £8.6m of
tax risk provisions and, in the prior year,
the impact of a £9.0m credit relating to
termination payments made in the prior year
under the Medium Term Incentive Scheme.
Excluding these non recurring credits, the
effective tax rate was 19% (2013: 20%).
The Group generated an adjusted ROE
of 10.2% (2013: 8.9%), an increase on prior
year re?ecting higher pro?t after tax driven
by higher capital gains and dividend income
in the period. Adjusted earnings per share
for the period were 39.9p (2013: 33.6p).
The Group has continued to diversify its
sources of ?nancing, signing £266.0m
of new facilities during the year. This,
combined with the cash generated from
realisations and facilities previously signed
becoming available, has resulted in £678.3m
of unutilised cash and debt facilities at
31 March 2014.
22 / 23
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PERFORMANCE
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RESOURCES AND
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The Group had net current assets of £217.0m (2013: £409.4m net current liabilities) at the
end of the year. The increase in net current assets is driven by cash from a strong year of
realisations being used to repay borrowings.
The Board has recommended a ?nal dividend of 14.4p per share (2013: 13.7p), which will
result in a full year dividend of 21.0p per share (2013: 20.0p). In addition, the Board has
announced its intention to buy back up to £100m of its share capital over the coming
12 months.
ASSETS UNDER MANAGEMENT
AUM as at 31 March 2014 increased to €12,980m (2013: €12,930m) as fundraising offset a
24% reduction in the IC investment portfolio and a 16% reduction in our mezzanine funds.
AUM by business line is detailed below, where all ?gures are quoted in €m.
2014
€m
2013
€m
Change
%
Mezzanine and equity funds 3,678 4,395 (16)
Real estate funds 1,274 533 139
Credit funds 5,717 4,972 15
Total third party AUM 10,669 9,900 8
IC investment portfolio 2,311 3,030 (24)
Total AUM 12,980 12,930 0
There were two signi?cant trends underlying the movement in AUM during the year.
The Group achieved record levels of in?ows into our real estate and credit funds, offset by
the realisation of assets in our older mezzanine funds and CLOs. This is illustrated in the AUM
bridge below.
Mezzanine and
equity funds
€m
Real estate
funds
€m
Credit
funds
€m
Total
third party AUM
€m
At 1 April 2013 4,395 533 4,972 9,900
Additions – 875 2,972 3,847
Realisations (704) (59) (2,210) (2,973)
FX and other (13) (75) (17) (105)
At 31 March 2014 3,678 1,274 5,717 10,669
The €3.8bn of new AUM includes €1.7bn relating to ?rst time funds, of which €1.3bn is
Senior Debt Partners, our direct lending strategy. The advantage of ?rst time funds is that they
introduce a new long term revenue stream to the business. Furthermore, given that a strategy
will typically reach maturity on its third fund the fee stream growth from any new strategy will
be more visible into the medium term. The development of ICG Longbow, our UK real estate
business, illustrates this point as their third fund closed during the year at £700m, upscaled
189% from their £242m second fund. Once fully invested the third fund will generate an
annualised £8.0m of fee income compared to £2.6m on the second fund.
The IC investment portfolio was impacted by realisations as the balance sheet contributed
more than third party funds to each investment prior to 2010. A total of 80% of the assets
realised in our mezzanine and equity funds were 2008 or earlier investments. Likewise the
older vintage CLOs were also impacted by realisations.
Te Board has
announced its
intention to buy back
up to £100m of its
share capital over the
coming 12 months.
The movement in the Group’s unutilised cash
and debt facilities during the year is detailed
as follows:
£m
Headroom at 31 March 2013 355.2
Bank facilities matured (632.6)
Private placements matured (146.9)
Secured ?oating rate notes matured (153.3)
New bank facilities available 498.5
New private placements 89.9
New medium term note 40.3
Movement in cash and drawn debt 628.7
Other (including FX) (1.5)
Headroom at 31 March 2014 678.3
ICG ANNUAL REPORT AND ACCOUNTS 2014
99.6
£m
Fee income
FEE INCOME
Third party fee income increased 2% in the year to £78.9m (2013: £77.4m), although total fee
income decreased by 1% in the year to £99.6m (2013: £100.7m) as a consequence of the
reduction in size of the IC portfolio, as detailed below.
2014
£m
2013
£m
Change
%
Mezzanine and equity funds 53.6 55.2 (3)
Real estate funds 6.4 3.0 113
Credit funds 18.9 19.2 (1)
Total third party funds 78.9 77.4 2
IC management fee 20.7 23.3 (11)
Total fee income 99.6 100.7 (1)
Mezzanine and equity third party fees include
£13.9m of carried interest (2013: £0.3m)
earned across European Mezzanine Fund
2003 and Asia Paci?c Fund 2005 as the
realisation of assets from these vintages
helped trigger the performance hurdles.
Also included is £1.2m (2013: £7.0m) of ICG
Europe Fund V catch up fees received in
respect of prior periods.
Fees for our real estate and credit products
are typically charged on an invested basis,
although this has little impact for the CLOs
which are invested quickly. The money raised
during the year will have an annualised fee
impact of £23.2m once those funds are fully
invested. These funds contributed £6.3m of
fees during FY14.
Real estate third party fee income has
increased 113% with the investment of the
ICG Longbow Fund III and Senior Debt Fund.
Credit funds third party fee income on the
older credit funds continues to decrease as
these funds are in their realisation phase.
This is offset by increased fee income on
more recently launched strategies such
as Senior Debt Partners and Total Credit,
generating fees as those funds are invested.
OPERATING EXPENSES
Operating expenses of the FMC were
£65.5m (2013: £61.8m), including
salaries and incentive scheme costs.
Salaries were £23.5m (2013: £20.9m) as
average headcount has increased from
161 to 195. This increase is directly related
to investing in the growth areas of the
business – building the US platform,
extending the credit fund product offering
and supporting the growth of our real
estate business. Other administrative costs
of £28.4m (2013: £26.3m) have increased
more slowly at 8% year on year as we have
increased IT and occupancy costs from
our newly opened of?ce in Singapore and
the expansion of our US team.
FUND MANAGEMENT COMPANY
FINANCIAL REVIEW
continued
24 / 25
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RESOURCES AND
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1,914
£m
Balance sheet
investment portfolio
INVESTMENT COMPANY
BALANCE SHEET INVESTMENTS
The signi?cant level of realisations during the year has resulted in the balance sheet investment
portfolio reducing to £1,914m at 31 March 2014. The full or partial realisation of 28 of the
Group’s assets, including 12 of the top 20, has left a well funded balance sheet to meet the
demands of a growing business. The expansion of our product suite will place additional
demands on our capital to seed new funds. In addition, the Group’s expanding footprint
means that we are undertaking more regulated activities which also place demands on our
capital. The impact of the realisations is illustrated in the investment portfolio bridge below:
£m
At 1 April 2013 2,696
New and follow on investments 393
Accrued interest income 133
Realisations (1,121)
Impairments (112)
FX and other (75)
At 31 March 2014 1,914
Realisation include the return of £757.4m of principal and the crystallisation of £226.4m of
rolled up interest and £137.4m of realised capital gains.
Investments in the period comprise £181.1m of capital invested in our credit and real estate
funds and £212.4m co-investment alongside our mezzanine funds for new and follow on
investments. New investments in the period include Euro Cater, Vitaldent and Mec3 in Europe,
and Cura in Australia.
The Sterling value of the portfolio decreased by £77.8m due to foreign exchange
movements. The portfolio is 69% Euro denominated and 12% US dollar denominated.
Sterling denominated assets only account for 10% of the portfolio.
An analysis of the portfolio by instrument is outlined below.
2014
£m
%
of total
2013
£m
%
of total
Senior mezzanine and senior debt 665 35 1,246 46
Junior mezzanine 77 4 427 16
Interest bearing equity 302 16 336 12
Non interest bearing equity 581 30 504 19
Co-investment portfolio 1,625 85 2,513 93
Seed capital in credit funds 289 15 183 7
Total balance sheet portfolio 1,914 100 2,696 100
The non interest bearing equity component of the portfolio has increased in the year. This is
in part due to the Group retaining its minority equity position in assets it has otherwise been
re?nanced out. It is also re?ective of the Group undertaking more sponsorless transactions
requiring it to invest more in non interest bearing equity.
ICG ANNUAL REPORT AND ACCOUNTS 2014
CAPITAL GAINS
Capital gains in the period totalled £149.4m
(2013: £73.0m) of which £122.1m were
realised (2013: £14.1m), principally All?ex,
and £27.3m unrealised (2013: £58.9m).
There was a £32.9m increase to the portfolio
by fair valuing equity and warrants. Of this,
£27.3m (2013: £58.9m) is recognised as an
income statement movement and £5.6m
(2013: £59.7m) as a movement in reserves.
A total of £18.7m (2013: £nil) of unrealised
gains previously recognised in the income
statement were realised in the year.
IMPAIRMENTS
Net impairments for the period were £95.1m
(2013: £80.0m), which excludes a provision
of £17.3m taken on a restructured asset.
The write off of the debt instrument resulted
in a corresponding uplift to the equity
instrument reported through unrealised
capital gains. Gross impairments amounted
to £133.6m (2013: £141.1m), of which
£106.1m is in relation to three French assets
and one Italian asset. There were recoveries
of £21.2m (2013: £61.1m) in the period,
principally due to one asset.
NET INTEREST INCOME
Net interest income of £133.8m
(2013: £159.7m) comprises interest income
of £178.8m (2013: £214.7m), less interest
expense of £45.0m (2013: £55.0m).
Interest income was below the prior year
due to a decrease in the average IC portfolio.
Cash interest income represents 31%
(2013: 34%) of the total. The Group utilised
the cash generated from the realisations to
reduce its borrowings leading to a reduction
in interest expense.
DIVIDEND INCOME
Two equity investments made one-off
distributions following a re?nancing of their
debt during the year. This led to an increase
in dividend income from £2.4m to £19.7m.
OPERATING EXPENSES
Operating expenses of the IC amount to
£36.6m (2013: £25.3m), of which incentive
scheme costs of £22.6m (2013: £18.1m)
are the largest component. Other staff and
administrative costs were £14.0m compared
to £7.2m last year, a £6.8m increase. Of this,
£2.6m relates to the cost of business
development, primarily the establishment
of a US credit team and our Japanese
operations, and £1.6m of one off
employee costs.
The management fee on IC investments
managed by the FMC reduced to £20.7m
(2013: £23.3m) as a result of the reduction in
the average size of the loan book.
FINANCIAL REVIEW
continued
INVESTMENT COMPANY continued
149.4
£m
Capital gains
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PERFORMANCE
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RESOURCES AND
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CASHFLOW AND DEBT POSITION
Operating cash in?ow for the year was £568.0m
(2013: £84.4m out?ow). The increase in the
cash in?ows is largely as a result of increased
repayment activity compared to the prior
year, as analysed below.
Total cash receipts were £973.9m higher
than last year. This is driven by increased
repayment activity which has resulted in
the repayment of rolled up interest and
the receipt of dividends from two portfolio
companies which have re?nanced.
Interest paid was 36% lower, in line with
lower average borrowings. Included in
operating expenses in the prior period were
the ?nal payments of £39.0m in respect of
legacy incentive schemes.
The cash generated from operating activities
in the period was used to pay down debt.
Total debt was £587m (2013: £1,155m).
Total debt to shareholders’ funds as at
31 March 2014 decreased to 39% from
74% at 31 March 2013, as a result of the
cash generated in the period.
CAPITAL POSITION
Shareholders’ funds decreased by 4% to
£1,508.1m (2013: £1,563.2m) in the year,
due to £78.2m dividend payment in the
period. The capital gain on All?ex was
recycled from AFS reserves to the income
statement on realisation and consequently
has had minimal impact on shareholders’
funds in the period.
2014
£m
2013
£m
Cash in from realisations and dividends 934.6 148.2
Cash in from fees and cash pay interest 357.4 169.9
Total cash receipts 1,292.0 318.1
Cash interest paid (37.8) (59.0)
Cash paid to purchase loans and investments (512.1) (260.6)
Cash movement in assets held in warehouse or for syndication (81.4) 18.7
Operating expenses paid (92.7) (101.6)
Total cash paid (724.0) (402.5)
Total cash generated from operating activities 568.0 (84.4)
FINANCIAL OUTLOOK
We have a strong pipeline of products and
therefore expect our fundraising momentum
to continue. During the next 12 months we
anticipate closes on our US debt and Asia
Paci?c mezzanine funds, further European
and US CLOs and new product launches,
including an alternative credit fund. This is
expected to result in an increase in third
party AUM. The quality of the Group’s
fee base will be further enhanced by this
fundraising and by investing the funds raised
during the last ?nancial year.
We do not expect to see the FMC operating
margins bene?t from the increased fee income
during the current year as this is offset by the
annualisation of the investment made during
the last 12 months. Operating leverage of
the business is likely to improve once the
Group has invested, and therefore earning
fees, on the funds raised.
The level of provisions should reduce
with a reduction in the number of
underperforming assets.
Overall, our strong balance sheet leaves
us well positioned to invest in growing our
fund management capabilities. We also
expect the loan book to stabilise with a
steady rate of realisations and continuing our
investment pace.
Overall, our strong
balance sheet leaves us
well positioned to invest
in growing our asset
under management
capabilities.
GROUP
568
£m
Total cash generated from
operating activities
ICG ANNUAL REPORT AND ACCOUNTS 2014
OUR APPROACH
Risk management is the responsibility of
the Board and is integral to the ability of the
Group to deliver on its strategic priorities.
The Board establishes the culture of effective
risk management throughout the business
by identifying and monitoring the material
risks, setting risk appetite, and determining
the risk tolerances of the Group.
The Board is responsible for establishing
and maintaining appropriate systems and
controls to manage risk within the Group
and to ensure compliance with regulation.
The Group’s risk management systems are
regularly monitored by the Risk Committee
under delegation from the Board. The Risk
Committee is responsible for overseeing
the effectiveness of the internal control
environment of the Group. Details of the
activities of the Risk Committee in this
?nancial year can be found in the Risk
Committee report on page 60.
IDENTIFYING AND MONITORING
MATERIAL RISKS
Material risks are identi?ed through a
detailed analysis of individual processes
and procedures (bottom up approach)
and a consideration of the strategy and
operating environment of the Group (top
down approach).
The bottom up review encompasses the
identi?cation, management and monitoring
of risks in each area of the business and
ensures risk management controls are
embedded in the business’ operations.
The Risk Committee monitors these
processes, reviewing the Risk Register
and reporting material risks to the Board.
In identifying risks, consideration is also
given to risks identi?ed by other asset
managers in the sector and regulatory
expectations. The materiality and severity of
each risk is assessed through a combination
of each risk’s likelihood of an adverse
outcome and its impact. In assessing
impact, consideration is given to ?nancial,
reputational and regulatory factors, the
impact on management resources and risk
mitigation plans established.
The top down review, led by the Risk
Committee, evaluates the material risks of
the Group with reference to its strategy and
the operating environment.
The Group considers its material risks are
as follows:
BUSINESS RISK
(INCLUDING CREDIT RISK)
The risk of loss resulting from the failure
to meet the business’s strategic priorities.
MACROECONOMIC RISK
The ?nancial risk of loss arising as a result
of economic uncertainty, macroeconomic
or political factors.
LIQUIDITY RISK
The risk of loss resulting from an inability
to meet ?nancial commitments as they
fall due.
OPERATIONAL RISK
The risk of loss resulting from inadequate
or failed internal processes, people and
systems, or from external events.
MANAGING RISK TO
DELIVER OUR STRATEGY
Efective risk management is critical to enable us to deliver
our strategic priorities.
28 / 29
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PERFORMANCE
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RESOURCES AND
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Investment Committees,
Treasury Committee
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Defnes risk
appetite
Internal audit
function to be established
in FY15
Monitors
risk via KRIs
Executive
and business unit
management
Sets strategic
objectives
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Overall responsibility for
risk management,
systems and controls
GROUP SUPPORT
ICG ANNUAL REPORT AND ACCOUNTS 2014
FUNDS AND PORTFOLIO
MACROECONOMIC RISKS
Our diversifed balance sheet portfolio of assets enables
us to mitigate the impact of any sector or country
specifc macroeconomic risk. Te diversifcation of
the Investment Company portfolio outlined on these
pages excludes the investment in funds which are
themselves diversifed.
7.1%
SPAIN
6.4%
GERMANY
5.3%
NORDIC
4.9%
AUSTRALIA
4.0%
BENELUX
3.7%
ITALY
0.1%
ASIA
FRANCE
28.4%
31.5%
UK
8.0%
NORTH
AMERICA
0.5%
NEW
ZEALAND
0.1%
OTHER
EUROPE
Entertainment and leisure
Business services
22.9%
4.3%
5.3%
7.4%
2.5%
6.9%
5.0%
5.2%
4.3%
2.7%
2.2%
1.7%
3.4%
2.3%
10.7%
12.0%
1.2%
Utilities and waste management
Telecoms, media and technology
Pharmaceuticals and chemicals
Publishing and advertising
Retail
Food and consumer products
Healthcare
Manufacturing and engineering
Construction materials
Transport
Automotive
Packaging
Portfolio
Real estate
Financial services
PORTFOLIO BY SECTOR
SECTOR %
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RISKS
PERFORMANCE
AND PRIORITIES
RESOURCES AND
RELATIONSHIPS
TOP 20 ASSETS
COMPANY SECTOR YEAR COUNTRY £M*
1 Applus+ Business services 2007 Spain 114.7
2 Gerfor Construction materials 2011 France 92.4
3 Materis Construction materials 2006 France 61.0
4 SAG Utilities 2008 Germany 49.8
5 Feu Vert Automotive 2007 France 43.6
6 N&W Global Vending Retail 2008 Italy 43.0
7 Fort Dearborn Packaging 2010 US 40.4
8 Nocibé Retail 2006 France 40.2
9 Eurocater Retail 2013 Denmark 33.9
10 AAS Link Financial services 2007 Australia 33.9
11 Fraikin Transport 2007 France 33.8
12 Inspecta Business services 2007 Finland 33.6
13 Intelsat Telecoms, media and technology 2008 US 31.6
14 Flaktwoods Telecoms, media and technology 2007 France 30.6
15 Casa Reha Healthcare 2008 Germany 28.9
16 Motip Dupli Pharmaceuticals and chemicals 2006 Netherlands 28.9
17 AVR Waste management 2006/7 Netherlands 27.4
18 Mennisez Food and consumer products 2006 France 26.2
19 Tractel Manufacturing and engineering 2007 France 25.4
20 Courtepaille Retail 2011 France 25.1
*Total carrying value on ICG balance sheet at 31 March 2014. Includes equity stake listed below where relevant.
TOP 10 EQUITY ASSETS
COMPANY SECTOR £M*
1 Gerfor Construction materials 71.6
2 Applus+ Business services 40.6
3 AAS Link Financial services 33.9
4 Intelsat Telecoms, media and technology 31.6
5 AVR Waste management 27.4
6 Mennisez Food and consumer products 26.2
7 Minimax Electronics 24.9
8 Parkeon Business services 16.5
9 Bureau Van Dijk Publishing and advertising 16.4
10 Ethypharm Pharmaceuticals 14.1
TOP 10 INTEREST BEARING ASSETS
COMPANY SECTOR £M*
1 Applus+ Business services 74.1
2 Materis Construction materials 61.0
3 SAG Utilities 48.5
4 N&W Global Vending Retail 43.0
5 Feu Vert Automotive 39.2
6 Fort Dearborn Packaging 35.2
7 Inspecta Business services 33.6
8 Nocibe Retail 32.3
9 Fraikin Transport 27.0
10 Flaktwoods Telecoms, media and technology 25.4
*Carrying value on ICG balance sheet at 31 March 2014, included in the top 20 where relevant.
ICG ANNUAL REPORT AND ACCOUNTS 2014
1
GROW
ASSETS UNDER
MANAGEMENT
3
MANAGE
PORTFOLIOS
TO MAXIMISE
VALUE
2
INVEST
SELECTIVELY
OUR
APPETITE
FOR RISK
SETTING RISK APPETITE AND TOLERANCES
The Board acknowledges and recognises that in the normal course of business the Group
is exposed to risk and that it is willing to accept a level of risk in managing the business to
achieve its strategic priorities. As part of its risk management processes, the Board considers
its risk appetite in terms of the tolerance it is willing to accept in relation to each material risk
based on key risk indicators.
The material risks and key risk indicators (including tolerance levels at which management
would take action) are as follows:
HEADLINE RISK: BUSINESS
MATERIAL RISKS KEY RISK INDICATORS
Failure to raise new third party funds

New third party funds raised in a 12 month
period is more than 50% below the prior year
Failure to deploy committed capital On any fund, a request for an extension of the
investment period
Failure to maintain acceptable relative investment
performance across the majority of funds
Less than 50% of portfolio companies in direct
investment funds perform above the prior year
Failure to execute the business strategy due to
uncontrolled growth
The number of active initiatives that require
additional resources or represent a substantial
drain on existing resources
HEADLINE RISK: MACROECONOMIC
MATERIAL RISKS KEY RISK INDICATORS
Loss as a result of a macroeconomic
downturn or economic uncertainty

Deterioration in any one or more of a wide range
of economic indicators
HEADLINE RISK: LIQUIDITY
MATERIAL RISKS KEY RISK INDICATORS
Failure to re?nance debt as it falls due 30% of total debt falling due within 18 months
Failure of ICG to meet its debt covenants Forecast covenant breach
HEADLINE RISK: OPERATIONAL
MATERIAL RISKS KEY RISK INDICATORS
Unplanned loss of one or more key employees

A breach of any ‘Key Man’ clause or the
unplanned departure of key employees
Reputational damage due to a regulatory
failing by a regulated jurisdiction

Any reportable breach
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PERFORMANCE
AND PRIORITIES
RESOURCES AND
RELATIONSHIPS
RISKS
PRINCIPAL RISKS
AND UNCERTAINTIES
RISK IMPACT MITIGATION AND MOVEMENT IN THE YEAR
MACROECONOMIC RISK
,
Failure to execute the
Group’s strategic
priorities due to unforeseen
macroeconomic
changes

Adverse macroeconomic conditions
could reduce the opportunity to deploy capital
and impair the ability of the Group to manage
effectively its portfolios, reducing the value of
future management fees, investment income,
performance fees and carry.
The Board regularly receives detailed market reports,
reviewing the latest developments in the Group’s
key markets. The Investment Committees receive
ongoing detailed and speci?c market reviews for
each investment.
During the year economic indicators in the Group’s
key markets have shown improvement.
LIQUIDITY RISK
Failure to refnance debt
as it falls due
An ongoing failure to re?nance its liabilities
could result in the Group failing to meet
its payment obligations as they fall due.
As a result the Group would not be a
going concern.
The Group has a policy which seeks to ensure that
debt funding is obtained from diversi?ed sources and
that the repayment pro?le is managed to minimise
material repayment events.
During the year the Group has continued to extend
and diversify its sources of funding.
OPERATIONAL RISK
,
Reputational damage
due to a regulatory failing
The Group’s ability to raise new funds
and operate its fund management
business would be impaired as a result
of a regulatory failing.
The Group has a governance structure in place,
supported by a risk framework that allows for the
identi?cation, control, and mitigation of material
risks resulting from the geographical and product
diversity of the Group. The adequacy of the
systems and controls the Group has in place to
comply with the regulations, safeguard the Group
from the threat of cybercrime and to mitigate the
risks that these represent is periodically assessed.
This includes a tailored compliance monitoring
programme that speci?cally addresses regulatory
and reputational risks.
The increased breadth of the marketing activities,
the expansion of the Group’s product portfolio, and
increasing product complexity has led to increased
regulatory risk.
EXTERNAL RISKS
,
ICG ANNUAL REPORT AND ACCOUNTS 2014
BUSINESS RISK
,
Failure to raise third
party funds

A failure to raise new funds would reduce
the Group’s long term income from fund
management fees, performance fees
and carried interest.
The Group has built dedicated fundraising and
scaleable infrastructure teams to grow and diversify
its institutional client base by geography and type.
The Group has expanded its product portfolio
to address a range of investor requirements and
continues to build a strong product pipeline.
A record level of fundraising was achieved during the
year across a range of products.
BUSINESS RISK ,
Failure to deploy
capital committed
Failure to deploy capital reduces the value of
future management fees, investment income,
performance fees and carried interest.
The rate of investment is kept under continued
review by the Investment Committees and senior
management to ensure acceptable levels are
maintained in current market conditions.
In an increasingly competitive landscape the Group has
continued to deploy funds in line with the expected run
rate during the year.
BUSINESS RISK ,
Failure to maintain acceptable
relative investment
performance across the
majority of funds

Failure to maintain adequate performance in
the open ended funds may result in investors
reducing or cancelling their commitments,
reducing AUM and fund management fees.
ICG has a disciplined investment policy and all
investments are selected and regularly monitored
by the Group’s Investment Committees.
Disciplined credit procedures are applied both before
and during the period of investment. ICG limits the
extent of credit risk by diversifying its portfolio assets
by sector, size and geography.
Continued focus by senior management and
executives ensures maximum recovery is achieved.
During the year the Group has maintained its
investment performance.
BUSINESS RISK ,
Failure to execute the business
strategy due to
uncontrolled growth

Failure to grow in a controlled way may result
in losses, failings or reputational damage as a
result of risks in relation to products or regulations
we do not fully understand or the acquisition
or development of products for which we
have inadequate resources to fully implement
and support.
The Group has a structured framework that
considers and assesses the commercial bene?ts,
risks and resource needs of all new initiatives.
Signi?cant initiatives are subject to Board approval
and all new initiatives are overseen by the
Executive Committee.
INTERNAL RISKS
PRINCIPAL RISKS AND UNCERTAINTIES
continued
RISK IMPACT MITIGATION AND MOVEMENT IN THE YEAR
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RISKS
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RESOURCES AND
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RISK IMPACT MITIGATION AND MOVEMENT IN THE YEAR
LIQUIDITY RISK
,
Failure of ICG to meet its
debt covenants

In the event that the Group breached its
covenants, the lenders could potentially
call on their commitments.
The Group continually monitors forecast covenant
levels. The Board reviews the forecast and actual
position on a regular basis.
During the year the Group has not identi?ed any
forecasted covenant breach.
OPERATIONAL RISK ,
Unplanned loss of one
or more key employees

Breach of any ‘Key Man’ clause or unexpected
loss of one or more key employees could result in
the Group having to stop making investments for
the relevant fund or may impair the ability of the
Group to raise new funds.
The Group rewards its investment professionals and
other key employees in line with market practice.
Senior investment professionals receive long term
incentives and carried interest as part of their
remuneration. The Group periodically engages
external consultants to benchmark the rewards
offered by the Group to ensure they remain attractive
and competitive.
The Group has an appraisal and development process
for all its employees to ensure that individuals remain
suf?ciently motivated and appropriately competent
to ensure the ongoing operation and development
of the business.
During the year the Group’s performance has not been
impacted by the loss of any employee.
ICG ANNUAL REPORT AND ACCOUNTS 2014
OUR RESOURCES AND RELATIONSHIPS
Our people are our key resource and
instrumental in the delivery of our strategic
objectives. It is through our people that over
the last 25 years we have generated a brand
and track record making us a well known
and highly respected fund manager in our
core markets. Evidence of the quality of our
business has been recognised as we have
received six awards during the last year.
The contribution of our people to the value of
our business is demonstrated through our:
– Investment management skills
– Distribution capabilities
– Scalable infrastructure
OUR PEOPLE MANAGE THE INVESTMENT
PROCESS
The Group has a consistent investment
culture across its products. We deliver a
disciplined investment process, demonstrate
core credit principles and are focused
on capital preservation. Our rigorous
risk analysis and engagement with our
portfolio management processes continue
throughout the life of the investment,
encompassing regular reviews, active
management of the investment and a
proactive approach to realisation.
Our investment professionals are specialists,
with the skills required to understand and
assess the relevant risks and opportunities
for their product, to originate investments and
then manage those assets to realise returns
for investors. Successful application of those
skills has supported the development of our
longstanding track record.
We value the local knowledge of our
investment professionals. We believe that
this is crucial to maintain a strong ?ow of
investment opportunities and to effectively
manage our investments. Our teams
speak the local languages, understand
local laws and customs and have the
necessary depth of relationships required
to operate successfully.
OUR PEOPLE DISTRIBUTE OUR PRODUCTS
Our dedicated distribution team
is embedded within the business.
Our relationships with third party fund
investors have strengthened since the
team was established in 2011. The team
has increased investor awareness of our
products, expanding our fund investor
network both geographically and by investor
type. This enhanced network promotes
continuous engagement and supports the
development of investment products which
provide solutions to investors.
Our distribution team have replicated the
local model established by the investment
business. Their local market knowledge,
supported with an understanding of what
the Group can offer, are giving us access to
new investors.
OUR PEOPLE MANAGE OUR SCALABLE
INFRASTRUCTURE
Our infrastructure teams support the whole
business, ensuring consistency and quality
of service to our counterparties and fund
investors. They have established, manage
and continue to develop systems and
controls to support our investment activities
and effectively report on the performance
and activities of the Group and our funds.
Our employees have the market skills,
knowledge and relationships to support
the business as we progress our strategic
priorities, expanding both our product range
and our geographical coverage.
OUR PEOPLE MANAGE OUR KEY
RELATIONSHIPS
Building and maintaining our key
relationships is essential to both support
the growth of the business and deliver our
strategic objectives.
1

Grow assets under management
The Group is expanding and
strengthening its relationships with
third party investors. Our products offer
investors an opportunity to diversify their
portfolio and generate yield. We are
continuously engaged with our investors
to understand their current and future
needs and to ensure that we have the
products to meet these requirements.
The availability of balance sheet capital
to co-invest and to support product
development is underpinned by our
relationships with our key ?nance
OUR RESOURCES
AND RELATIONSHIPS
Our business model can only function because it is supported
by several critical resources and relationships.
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RESOURCES AND
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PERFORMANCE
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Top: Harpley Tower Hamlets Pupil Referral
Unit pupils attend a TinkForward workshop
at the Group’s London ofce
Bottom: Pupils from Oaklands School, Bethnal
Green being escorted around the Aldgate Tower
development in the City of London by ICG volunteers
performing well above ?nancial services
norms. It also demonstrated clear progress
on the initiatives identi?ed in the prior survey.
The Group considers that training and
development are essential to attract and
retain people of the highest calibre and has
always invested signi?cantly in this. We are
committing to enhancing the knowledge and
skills of our people and nurturing their talent.
We run an extensive programme of internal
and external training to develop and enhance
core skills, increase technical competency
and to develop future leaders.
The ongoing development of our people is
supported by our performance management
system. This provides a regular forum
for employees and managers to review
performance against agreed objectives and
to identify areas for further development.
Our people are offered access to a range
of bene?ts designed to attract, develop and
retain talented employees. We ensure our
levels of overall remuneration are market
competitive. Bene?ts include: pension
savings, healthcare and health screening,
life assurance, child care vouchers, travel
insurance, share save scheme, gym
membership and cycle to work schemes.
The Group supports ?exible working, with
5.2% of employees bene?tting from these
arrangements. Our employee initiated
turnover is 7.5%.
DIVERSITY AND VALUES
The permanent employee population of 189
represents 24 different nationalities. Of our
permanent employees 66 are women and
123 men. We do not record the religion
or ethnicity of employees. The senior
management team (excluding the Group’s
Board) comprises two women and four men
and ICG’s Board comprises eight individuals
of which one is a woman.
We are committed to providing a safe and
healthy work environment for our people
where diversity is valued, where everyone is
treated fairly and with dignity and respect,
regardless of age, gender, race, sexual
orientation, disability, religion or beliefs.
We do not tolerate discrimination of any
nature and comply fully with appropriate
human rights legislation. We aim for
employees to have a sense of wellbeing
and we promote a working culture where
employees can freely question practices
and suggest alternatives.
counterparties. These include banks,
bondholders, other lenders and
rating agencies.
Our active compliance team works
with the business and our regulators
to both identify and manage regulatory
risk and also to promote best practice
within the marketing, investment and
infrastructure teams. The pro?le of this
area is increasing as we expand our
product range.
2

Invest selectively
Our investment professionals manage
the relationships necessary to originate
and source investment opportunities
for our funds. These relationships
include ?nancial advisers, banks
and other investment managers.
Our reputation, built up over 25 years,
has generated strong, supportive, asset
sourcing networks.
3

Manage portfolios to maximise value
We invest money across the capital
structure of companies and property
assets. We seek to develop strong
relationships both with owners and the
management teams. Our investment
teams have local market knowledge
and access to the Group’s extensive
sector and market experience to support
those businesses. Attendance at
board meetings of originated corporate
investments both increases our
knowledge of the business and
allows our investment professionals
to develop strong relationships with
management teams.
OUR RESPONSIBILITY TO OUR PEOPLE
To successfully deliver our strategic priorities
the Group is focused on engaging with
and motivating its employees. The current
engagement of our people is demonstrated
by our staff retention rate of 90.5%.
Effective two way communication with our
people is essential to build and maintain
engagement. We have a number of formal
and informal channels to achieve this.
These include monthly whole business
brie?ngs, an intranet and regular team and
manager meetings.
The Group conducts regular, con?dential,
employee surveys to identify the areas of the
business in need of further development,
and those areas that are performing well.
The last survey was conducted in 2012
and demonstrated that the Group was
500
£k
5 year commitment from
ICG to Impetus – PEF
TinkForward programme
ICG ANNUAL REPORT AND ACCOUNTS 2014
OUR RESPONSIBILITY TO
OUR COMMUNITY
Our social and community policies and
practices are grounded in promoting
opportunities to young people, through
education or work experience. In practice
this means making a contribution through
creating work experience opportunities
across the Group and supporting a charity
(ThinkForward) which helps young people
make the often dif?cult transition from
education to the workplace. In addition,
employees are encouraged to donate time to
activities supporting ThinkForward or have the
opportunity to receive matched contributions
for their fundraising efforts for other charities.
The Group runs an internship programme
which offers a number of placements for young
graduates who have achieved academically
but are not readily able to access opportunities
in the ?nancial sector. The fully funded
internship offers the opportunity to rotate
through ICG’s key business areas, building
a strong understanding of our business
model with the opportunities to specialise in
a speci?c role. The internship programme is
expected to provide that dif?cult ?rst step on
the career ladder. The programme is now in
its second year, 100% of its ?rst cohort having
successfully secured a permanent job in their
chosen ?eld.
The Group has made a ?ve year, £500k
commitment to Impetus-PEF’s ThinkForward
programme. ThinkForward was set up by
the Private Equity Foundation (now merged
with Impetus to form Impetus-PEF) in 2010
to dramatically reduce the risk of young
people becoming NEETs (not in education,
employment or training). According to
Impetus-PEF, 15% of young people are failing
to make a successful move from education
into employment. The charity places
dedicated coaches in schools where there
are young people who have been identi?ed
as ‘at risk’ of becoming NEETs. The coaches
work with individuals to help them achieve
their goals, providing support both at school
and at home.
The Group’s commitment has provided
funding to support a full time coach for the
Harpley Tower Hamlets Pupil Referral Unit.
The coach works with young people to
support them to maximise their opportunities
while in full time education and to improve
their chances of a successful transition
into long term employment. ICG is the ?rst
company to make such a commitment to
a Pupil Referral Unit and is very proud of
its association.
For more information about Impetus-PEF
please visit:http://impetus-pef.org.uk
For more information about ThinkForward
please visit:http://think-forward.org.uk
For more information about Tower
Hamlets Pupil Referral Unit please visit:
www.towerhamletspru.org.uk
OUR RESPONSIBILITY TO OUR
ENVIRONMENT
ICG recognises that businesses have a
responsibility to protect the environment and
understand the impact their operations have,
and we take appropriate measures to limit
our energy use and carbon output.
The Group is required to state the annual
quantity of emissions in tonnes of carbon
dioxide equivalent from activities for which the
Group is responsible. The Group’s carbon
emissions result predominantly from business
travel. Using Defra/DECC’s GHG conversion
factors for company reporting, emissions for
the year to 31 March 2014 were 4,438 tonnes
of CO2.
OUR RESOURCES
AND RELATIONSHIPS
continued
Operational scope Greenhouse gas emission source 2014 Units
Direct emissions
(Scope 1) On-site air conditioning refrigerant loss 14 Tonnes CO2e
Indirect emissions
(Scope 2) Purchased electricity/heat 870 Tonnes CO2e
Indirect emissions
(Scope 3) Business travel: ?ights and rail 3,554 Tonnes CO2e
Total 4,438 Tonnes CO2e
Emissions per FTE 20.6 Tonnes CO2e per FTE
We have reported on all of the emission sources required under the Companies Act 2006
(Strategic report and Directors’ report) Regulations 2013. These sources fall within our
consolidated ?nancial statements. We do not have responsibility for any emission sources that
are not included in our consolidated ?nancial statements.
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OUR STRATEGY IN ACTION
Over the next few pages, we demonstrate our
strategy in action, highlighting the diferent
ways in which we are growing our assets
under management – growth which will
mean we begin our 25th year in great shape.
We are maximising our existing product
portfolio, having issued three new European
CLOs during the year.
We are ofering our products in new
geographies, expanding into the US,
the world’s largest debt market.
And we are building on our global success
with new products – recently closing a new
€1.7bn Senior Debt Partners product which
ofers investors access to the European senior
secured loan market.
CASE STUDY
Growing assets under management
MAXIMISING
THE EXISTING...
THEN…
ICG issued its frst European CLO
in September 1999 at €417m,
making it the frst vehicle of its
kind in the European loan market.
1999
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TOTAL RAISED
EUROPEAN CLOs
€1.3bn
ST PAULS II
ST PAULS III
ST PAULS IV
2014
... PRODUCT
PORTFOLIO
NOW…
15 years later ICG is still a market leader in this product category,
issuing three new European CLOs during the course of the fnancial
year raising a total of €1.3bn, with St Pauls III being the largest
European CLO of the year at €550m. This represents 14% of
the total market, which issued €9.6bn in the same period.
New regulations require ICG to use its capital to invest at least 5%
in each vehicle. This makes the availability of the balance sheet
resources a key competitive advantage. The three new European
CLOs have also given the Group the opportunity to recycle assets
from older CLOs which are coming towards the end of their life,
thereby extending an existing fee stream. This is in addition to
adding new assets and fee streams.
CASE STUDY
Growing assets under management
2000
OFFERING OUR
PRODUCTS...
THEN…
ICG launched in 1989 with the
sole objective of becoming
Europe’s leading independent
specialist arranger and provider
of mezzanine fnance, the focus
being on the UK and European
markets.
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... IN NEW
GEOGRAPHIES
– US FUND I
– ICG US CLO 2014-1
– EUROPEAN LOAN FUND
– HIGH YIELD BOND FUND
– FUND V – MEZZANINE FUND
– LONGBOW III – PROPERTY DEBT FUND
– LONGBOW SENIOR SECURED UK PROPERTY
DEBT INVESTMENT – LISTED VEHICLE
– ST PAULS CLOS II, III, IV
– TOTAL CREDIT – MULTI STRATEGY
CREDIT FUND
– AUSTRALIAN
SENIOR LOANS
– ICAP II – ASIA PACIFIC
MEZZANINE FUND
NOW…
25 years later ICG has expanded its debt and CLO products
into the world’s largest debt market, by launching dedicated US
products for the frst time. After opening an offce in New York
in 2007, the Group used its balance sheet capital to invest in
its frst US asset in 2008. Since 2012, the New York team has been
strengthened. The 17 investment professionals have over 150 years’
experience investing in the US market. Together, ICG’s experience
of the products and the local market knowledge of the team have
been the foundations to the Group’s US expansion, resulting in
a $371m US CLO closing in March 2014 and marketing underway
for a US debt fund.
2014
CASE STUDY
Growing assets under management
BUILDING ON
OUR GLOBAL
SUCCESS...
1989
THEN…
ICG began in 1989 with a single
product – mezzanine fnance. In
its frst year it invested £60m in 10
deals. It was not until 2000 that
its frst third party European
mezzanine fund was raised. In
total, 13 institutional investors
committed €388m.
44 / 45
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2014
TARGET
0
1.0
1.7 AMOUNT
RAISED
bn €
70%
OVER TARGET
NOW…
25 years later ICG has closed a €1.7bn Senior Debt Partners
product which has been established to provide investors with
an opportunity to access the European senior secured loan
market, a specialist private debt asset class. As a new product
European Senior Debt Partners brings together the Group’s
existing knowledge of the European senior debt market gained
through its CLOs product and the origination skills of its local
European teams, which are at the heart of the mezzanine
product. At €1.7bn, the amount raised is 70% more than the
targeted €1bn and over the original maximum size of €1.5bn.
... WITH NEW
PRODUCTS
SENIOR DEBT PARTNERS
CONTENTS
GOVERNANCE
Chairman’s introduction 47
Board of Directors 48
Corporate governance 50
Audit Committee report 54
Risk Committee report 60
Directors’ remuneration report 62
Directors’ remuneration policy 63
Annual report on remuneration 73
Directors’ report 81
Directors’ responsibilities 86
Auditor’s report 87
Governance
ICG ANNUAL REPORT AND ACCOUNTS 2014
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CHAIRMAN’S
INTRODUCTION
JUSTIN DOWLEY
Chairman
Our strong governance
framework is integral
to our business.
Dear Shareholder
Your Board is committed to maintaining
high standards in the area of corporate
governance. Throughout the year
to 31 March 2014, the Group was in
compliance with the provisions of the UK
Corporate Governance Code (the ‘Code’)
issued by the Financial Reporting Council.
A copy of the Code is publicly available on
the Financial Reporting Council’s website
www.frc.org.uk
The Board is responsible to the shareholders
of the Company as a whole, and manages
the Group for the bene?t of those
shareholders. To achieve this the Board
must provide leadership of the Group within
a framework of controls which enable
risk to be assessed and managed, and
which ensure that the necessary ?nancial
and human resources are in place for the
Company to meet its objectives and thus
increase shareholder value. In ful?lling these
roles we aim to exercise correct supervision
while fostering a corporate culture that
permits growth and empowers the
entrepreneurial spirit of our employees.
The Corporate Governance report on
the following pages gives details on this
important area. Some of the steps we took
to ful?l this responsibility during the last
?nancial year were:
– Receiving detailed reports on new areas
of business – the Board is keen to ensure
that areas of signi?cant expansion are
monitored, and has received detailed
presentations from a number of
business unit heads about their strategy
and operations
– Overseeing geographical expansion
– the Group has opened a new of?ce
in Tokyo and expanded its operations
in a number of other jurisdictions,
including the United States and Australia.
This has required extensive awareness
of and compliance with local legal and
regulatory requirements
– Conducting a Board evaluation – this
process, moderated by an external ?rm,
generated 360 degree feedback for
each Director and highlighted areas for
the Board to focus on in future to ensure
proper oversight of the Group
– Splitting the Risk Committee from the
Audit Committee – this separation, which
took place in March 2013, has enabled
the members of the Risk Committee to
take a more focused look at some of
the key risks facing our Group. This has
been combined with the introduction of a
rolling agenda for these committees (and
the Remuneration Committee) to ensure
that all relevant matters are reviewed on a
regular basis
– Continuing regular shareholder meetings –
members of the Board have regularly met
with a number of shareholders to deliver
updates on the performance and strategy
of the Group’s business and to allow
shareholders to air any concerns
Three new Directors, including two new
Non Executive Directors, joined the Board
in the prior ?nancial year, and so the year
covered by this report has been their ?rst
full year on the Board. Each of them is a
full contributor at Board meetings, and
as they have gained experience in Board
proceedings, our discussions have become
ever more robust and detailed.
Our strong governance framework will
remain integral to our business model during
the coming ?nancial year as we seek to
grow our assets under management and
deliver growth for our shareholders without
compromising our risk management and
internal controls.
JUSTIN DOWLEY
Chairman
23 May 2013
ICG ANNUAL REPORT AND ACCOUNTS 2014
BOARD OF DIRECTORS
CHRISTOPHE EVAIN
Managing Director and CEO
Christophe Evain has been
CEO of ICG since 2010; he
had worked at ICG for
16 years prior to this and was
responsible for opening ICG’s
of?ces in Paris, Hong Kong
and New York. Before ICG,
he held a number of roles in
leading ?nancial institutions
including Banque de Gestion
Privée, National Westminster
Bank and Crédit Lyonnais
specialising in leverage and
structured ?nance.
Graduate of Dauphine
University, Paris.

Chairman of the Executive
Committee and Chief
Investment Of?cer.
Joined: 1994
JUSTIN DOWLEY
Chairman
Justin Dowley quali?ed as a
Chartered Accountant with
Price Waterhouse in 1980.
From 1981 until 2011 his
career was in investment
banking: he was a founder
partner of Tricorn Partners,
Head of Investment Banking at
Merrill Lynch Europe and a
Director of Morgan Grenfell.
He is a Non Executive Director
of Melrose Industries PLC and
the National Crime Agency
and is also a Director of a
number of private companies
including Ascot Authority
(Holdings) Limited.

Chairs ICG’s Nominations
Committee and is a member of the
Remuneration Committee and the
Risk Committee.
Joined: 2006
BENOÎT DURTESTE
Managing Director
Benoît Durteste is Head of
European Mezzanine and a
Fund Manager for ICG Recovery
Fund 2008 and ICG Europe
Fund V. He joined ICG in
September 2002 from Swiss Re
where he worked as a Managing
Director in the Structured
Finance division in London.
Prior to Swiss Re, he worked in
the Leveraged Finance division
of BNP Paribas for six years and
for GE Capital, notably as CFO
of one of their portfolio
companies. He is a graduate
of the Ecole Supérieure de
Commerce de Paris.

Member of the Executive
Committee. Responsible for
European mezzanine.
Joined: 2002
PHILIP KELLER
Managing Director and CFO
Philip Keller has been CFO
of ICG for eight years. Prior to
ICG, he was Finance Director
of ERM, a global environmental
consultancy, where he was
part of a management team
that led two leveraged
buyouts in 2001 and 2005.
He previously held a number
of ?nancial directorships in
the GlaxoSmithKline and
Johnson & Johnson Groups.
Chartered Accountant and
graduate of Durham University.

Member of the Executive
Committee. Responsible for
?nance, human resources
and operations.
Joined: 2006
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PETER GIBBS
Non Executive Director
Peter Gibbs was previously
Chief Investment Of?cer of
Merrill Lynch’s Investment
Management activities outside
the US and prior to this Co-Head
of Equity Investments worldwide.
He has wide experience in the
asset management and
investment management sectors
and currently serves as a Non
Executive Director of Resolution
Group, UKFI, and Aspect Capital
Limited and as a Director of
Bank of America Merrill Lynch
(UK) Pension Plan Trustees Ltd.

Chairs ICG’s Remuneration
Committee and is a member
of the Audit Committee, the Risk
Committee and the Nominations
Committee.
Joined: 2010
LINDSEY MCMURRAY
Non Executive Director
Lindsey McMurray has been
a private equity investor,
specialising in ?nancial
services, for more than 18 years.
Since 2007, Lindsey has led
the team managing the £1.1bn
RBS Special Opportunities
Fund (SOF). Prior to this she
was a partner at private equity
?rm Cabot Square Capital
Ltd. She serves as a Non
Executive Director on the
Boards of a number of SOF
portfolio companies including
Shawbrook Bank, Banca
Sistema and Moneycorp and
is a trustee of the Future First
charity. She is a graduate of
Strathclyde University.
Member of the Remuneration
Committee, the Audit Committee,
Risk Committee, and the
Nominations Committee.
Joined: 2012
KEVIN PARRY
Non Executive Director
Kevin Parry is a Non Executive
Director of Daily Mail and
General Trust plc. He was Chief
Financial Of?cer at Schroders
plc, the FTSE 100 asset
management and private
banking group, from January
2009 until May 2013 and
Chairman of their Audit
Committee from 2003 to 2008.
Previously Chief Executive at
Management Consulting Group
plc and a managing partner at
KPMG, he is a Chartered
Accountant with extensive
experience of auditing and
advising large international
groups. He is Deputy Chairman
of the Royal National Children’s
Association and is a member of
the Court of the Chartered
Accountants livery company.
Chairs ICG’s Audit Committee and
Risk Committee, member of the
Remuneration Committee and the
Nominations Committee and Senior
Independent Director.
Joined: 2009
KIM WAHL
Non Executive Director
Kim Wahl is the owner and
Chairman of the investment
?rm Stromstangen AS
established in 2004. Kim was
Deputy Chairman and
co-founder of the European
private equity ?rm IK Investment
Partners from 1989 to 2009,
and previously was a Corporate
Finance Associate with
Goldman, Sachs & Co. He is a
board member of UPM-
Kymmene Oy and DNB Bank
ASA and a Co-Founder and
Chairman of the Voxtra
Foundation.

Member of the Remuneration
Committee, the Audit Committee,
the Risk Committee and the
Nominations Committee.
Joined: 2012
ICG ANNUAL REPORT AND ACCOUNTS 2014
THE ROLES OF THE CHAIRMAN
AND CHIEF EXECUTIVE
The Chairman of the Board, Justin Dowley,
leads the Board in the determination of its
strategy and in achieving its objectives.
The Chairman is responsible for organising
the business of the Board, ensuring its
effectiveness and setting its agenda, and is
also responsible for effective communication
with the Group’s shareholders.
The Chairman was considered independent
at the date of his appointment as Chairman.
The Chief Executive Of?cer, Christophe
Evain, oversees the Group on a day to day
basis and is accountable to the Board for
the ?nancial and operational performance of
the Group. The Chief Executive is supported
in his role by the Executive Committee,
which comprises the Managing Directors
and meets on a regular basis to consider
operational matters and the implementation
of the Group’s strategy. No one Managing
Director is able to signi?cantly affect the
running of the Company without consulting
his colleagues.
In accordance with the Code, the Board has
adopted a formal division of responsibilities
between the Chairman and the CEO, with
the intention to establish a clear division of
responsibilities between the running of the
Board and the executive responsibility for the
running of the Company’s business.
SENIOR INDEPENDENT DIRECTOR
Kevin Parry holds the position of Senior
Independent Director of the Company.
In accordance with the Code, any
shareholder concerns not resolved
through the usual mechanisms for investor
communication can be conveyed to the
Senior Independent Director.
BOARD OF DIRECTORS
As at 31 March 2014, the Board comprised
three Managing Directors, a Non Executive
Chairman and four independent Non
Executive Directors. Having duly considered
their independence in accordance with the
Code, the Board considers each of its Non
Executive Directors to be independent in
character and judgement and that they each
provide effective challenge both within and
outside Board meetings. The Non Executive
Directors are considered to be of the
appropriate calibre and experience to bring
signi?cant in?uence to bear on the Board’s
decision making process.
The Chairman has acted as a Non Executive
Director of Melrose Industries PLC and the
National Crime Agency during the year.
We do not consider these appointments
to have any adverse impact on his ability to
perform his role effectively as Chairman of
the Board.
The Board meets at least six times a
year, with additional meetings being held
as required.
CORPORATE GOVERNANCE
Torough oversight by the Group’s Directors is at the core of our
corporate governance philosophy
THE BOARD’S RESPONSIBILITIES
AND PROCESSES
The principal matters considered by the
Board during the year included:
– The Group’s strategic plan, budget
and ?nancial resources
– The Group’s performance and outlook
– Presentations on new products
of the Group and the expansion
to new jurisdictions
– The capital structure of the Group
– Opportunities for the Group to expand
by acquisition and by launching
new products
– A review of compliance policies
– A regular review of the investment portfolio
– Communication of our ?nancial results
for the interim and year end
– A review of current compensation structures
– The independence of
Non Executive Directors
– A board performance evaluation
– Succession planning for roles within the
Group, both at Board level and in respect
of other senior managers
– Terms of reference for each of the
Committees of the Board
– Corporate Responsibility initiatives
and performance
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BOARD PERFORMANCE
In line with the effective governance
requirements of the Code, the Board
reviews its own performance annually.
The assessment covers the functioning of
the Board as a whole, the functioning of
the Executive Committee, the evaluation of
individual Directors and includes a review of
the effectiveness of the Board Committees.
The Non Executive Directors, led by the
Senior Independent Director, and taking into
account the views of Executive Directors, are
responsible for evaluating the performance
of the Chairman. The Board considers the
results of the performance evaluation when
making its recommendations regarding the
re-election of Directors. This exercise was
carried out in May 2014 and the feedback
obtained was collated and presented
to the Board for a detailed discussion.
The evaluation did not identify any signi?cant
areas for concern and the Board is satis?ed
with its performance and that of its members,
and also the performance of its Committees.
Certain points raised during this exercise will
be addressed at Board meetings during the
forthcoming ?nancial year.
In 2013, the Board also employed the
services of an external independent third
party for these purposes. This considered the
effectiveness and performance of the Board
in relation to: Board composition, expertise
and dynamics; time management and Board
support; strategic oversight; risk management
and internal control; and succession planning
and human resource management. The
independent Board evaluation concluded
that the Board was effective in all areas.
The following table shows the number of Board and Committee meetings held during the year and the attendance record of
individual Directors.
BOARD AND COMMITTEE MEETINGS
Board
Audit
Committee
Risk
Committee
Remuneration
Committee
Nominations
Committee
Number of meetings held 6 5 4 4 2
Justin Dowley 6 4* 3 4 2
Christophe Evain 6 3* 4* 4 N/A
Philip Keller 6 5* 4* 4 1*
Benoît Durteste 6 4* 3* 4 N/A
Peter Gibbs 6 5 4 4 2
Lindsey McMurray 6 4 3 4 2
Kevin Parry 6 5 4 4 2
Kim Wahl 5 5 3 4 2
* Attended part or all of these meetings at the invitation of the relevant Chairman but was not a member of the relevant Committee.
ELECTION AND RE-ELECTION
OF DIRECTORS
The Company’s current Articles of
Association provide that a Director appointed
by the Board shall retire at the Annual
General Meeting following his appointment
and that at each Annual General Meeting of
the Company one third of the Directors must
retire by rotation. The Board has decided that
in accordance with the Code, each of the
Directors will retire and stand for re-election
at each year’s Annual General Meeting.
In relation to the Directors who are standing
for re-election, the Chairman is satis?ed that,
following formal performance evaluation,
each of the other Directors continues to be
effective and demonstrates commitment to
their role. In the case of the Chairman, the
Non Executive Directors are satis?ed that he
continues to be effective and demonstrates
commitment to his role.
CONFLICTS OF INTEREST
Directors have a statutory duty to avoid
con?icts of interest with the Company.
The Company’s Articles of Association
allow the Directors to authorise con?icts of
interest and the Board has adopted a policy
and effective procedures for managing
and, where appropriate, approving potential
con?icts of interest.
At each Board meeting there is a full ?nancial
and business review which includes the
comparison of performance to date against the
Board’s previously approved annual budget.
Each Board member receives a
comprehensive Board pack at least
?ve days prior to each meeting which
incorporates a formal agenda together with
supporting papers for items to be discussed
at the meeting. Further information is
obtained by the Board from the Managing
Directors and other relevant members
of senior management, as the Board,
particularly its Non Executive Directors,
considers appropriate.
All Directors have access to the advice and
services of the Company Secretary and may
take independent professional advice at the
Company’s expense in the furtherance of
their duties. The appointment or removal of
the Company Secretary would be a matter
for the Board.
The Board appreciates the importance of
the continued professional development
of the Directors. The focus in this area this
year has been on informing the Board
about areas of expansion for the Group,
and consequently the Board has received
detailed presentations from a number of
business heads about their plans.
The Non Executive Directors, at least
annually, hold meetings in the absence of
the Managing Directors and, separately, in
the absence of the Chairman. Each Non
Executive Director has an appointment letter
with the Company and their appointments
are reviewed periodically.
ICG ANNUAL REPORT AND ACCOUNTS 2014
BOARD COMMITTEES
The Board is supported in its decisions by
?ve principal Committees. The reports of
the Audit Committee, the Risk Committee
and the Remuneration Committee can be
found at pages 54, 60 and 62 respectively,
while details of the other two Committees
are below.
The Terms of Reference of each of the
Board Committees, together with the
Directors’ service agreements, the terms and
conditions of appointment of Non Executive
Directors and Directors’ deeds of indemnity,
are available for inspection at the Company’s
registered of?ce during normal business
hours. Each Committee has access to
such external advice as it may consider
appropriate. The Company Secretary acts
as Secretary of the Nominations Committee;
the Group’s Head of Human Resources
acts as Secretary to the Remuneration
Committee; the Group’s Financial Controller
acts as Secretary to the Audit Committee;
and the Group’s Compliance Of?cer acts
as Secretary to the Risk Committee.
Each Committee’s Secretary serves at the
invitation of the Chairman of that Committee.
The Terms of Reference of each Committee
are considered regularly by the respective
Committee and referred to the Board
for approval.
NOMINATIONS COMMITTEE
The Nominations Committee consists of ?ve
Non Executive Directors, these being Justin
Dowley (Chairman of the Committee), Kevin
Parry, Peter Gibbs, Lindsey McMurray and
Kim Wahl.
The Committee is responsible for
considering the composition of the
Board to ensure that the balance of its
membership between Managing Directors
and Non Executive Directors is appropriate.
Appointments of Managing Directors and
Non Executive Directors are made as
necessary as a result of discussions by the
Committee and are subject to full Board
approval and election or re-election at a
general meeting of the shareholders.
Prior to any appointment to the Board, the
Nominations Committee considers the
balance of skills, experience, independence
and knowledge appropriate to determine
the requirements and necessary capabilities
of the role. In addition, any new Director
normally meets all existing Directors prior
to appointment.
In July 2013, the Committee reviewed and
updated their policy on the background
and diversity of Board members. The policy
provides that, prior to any appointment to
the Board, the Nominations Committee
considers the balance of skills, experience,
independence and knowledge appropriate to
determine the requirements and necessary
capabilities of the role. In considering
candidates, appointments should be made
relative to a number of different criteria,
including diversity of gender, background
and personal attributes, alongside the
appropriate skill set, experience and
expertise, and the Committee will seek
to ensure that long lists and short lists of
possible appointments to the Board re?ect
that position. The Committee will always
seek to appoint the candidate with the most
appropriate skills and experience regardless
of their background, gender, race, marital
status, age, disability, religious belief or
sexual orientation. The Committee and the
Board are committed to diversity both at
Board level and throughout the organisation.
The Committee is aware of the
recommendations of the Davis Report on
gender diversity at Board level. While it
remains supportive of increased gender
diversity at Board level, it may not always
be in the best interest of shareholders
to prioritise this above other factors.
The Committee will consider the Davis
Report’s recommendations, along with all
other appropriate factors, when making
future recommendations to the Board.
EXECUTIVE COMMITTEE
The Executive Committee consists of
the three Managing Directors of ICG,
each of whom has a speci?c area of
responsibility. The Executive Committee
has general responsibility for ICG’s
resources, determining strategy, ?nancial
and operational control and managing the
business worldwide. Christophe Evain is
Chief Executive Of?cer and in addition to his
strategic and operational remit he oversees
the Group’s Investment Committees in his
role as the Chief Investment Of?cer. He is
also responsible for the Group’s credit funds
business. Philip Keller is Chief Financial
Of?cer and is responsible for ?nance
and infrastructure. Benoît Durteste has
responsibility for the European mezzanine
and minority equity business of ICG.
CORPORATE GOVERNANCE
continued
Our Committees
supplement Board
proceedings and allow
for more detailed
scrutiny of key issues.
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The Board has delegated the following
responsibilities to the Executive Committee:
– The development and recommendation
of strategic plans for consideration by the
Board that re?ect the longer term
– Objectives and priorities established by
the Board
– Implementation of the strategies and
policies of the Group as determined by
the Board
– Monitoring of operating and ?nancial
results against plans and budgets
– Monitoring the quality of the
investment process
– Developing and implementing risk
management systems
RELATIONSHIPS WITH SHAREHOLDERS
The Company recognises the importance
of communication with its shareholders,
particularly through interim and annual
reports and the AGM. The Chief Executive,
Chief Financial Of?cer and the Chairmen
of the Board and each of its Committees
will be available to answer shareholders’
questions at the AGM. The numbers of
proxy votes lodged in connection with the
Company’s AGM are announced following
the conclusion of the relevant meeting.
The Board is happy to enter into a dialogue
with institutional shareholders based on a
mutual understanding of objectives, subject
to its duties regarding equal treatment of
shareholders and the dissemination of
inside information. The Chief Executive
Of?cer and the Chief Financial Of?cer meet
institutional shareholders on a regular basis,
and the Chairman periodically contacts the
Company’s major shareholders and offers
to meet with them. The Board as a whole is
kept fully informed of the views and concerns
of the major shareholders. When requested
to do so, Non Executive Directors will attend
meetings with major shareholders.
INTERNAL CONTROL
The Board has overall responsibility for the
Company’s internal control system and
reviews its effectiveness at least annually.
Such a system of control is in place to give
reasonable, but not absolute, assurance
that assets are safeguarded, transactions
are authorised and recorded properly and
that material errors and irregularities are
prevented or detected within a timely period.
Through the regular meetings of the Board
and the schedule of matters reserved to the
Board or its duly authorised Committees,
the Board aims to maintain full and effective
control over appropriate strategic, ?nancial,
operational and compliance issues.
The Board has put in place an organisational
structure with clearly de?ned lines of
responsibility and delegation of authority.
The Board annually considers and approves
a strategic plan and budget. In addition there
are established procedures and processes
in place for the making and monitoring
of investments and the planning and
controlling of expenditure. The Board also
receives regular reports from the Executive
Committee on the Company’s operational
and ?nancial performance, measured against
the annual budget as well as regulatory and
compliance matters.
The Company has in place arrangements
whereby employees may raise matters
of concern in con?dence about possible
improprieties in matters of ?nancial reporting
or other matters.
The rationale for the system of internal
control is to maximise effectiveness for the
commercial management of the business
and to provide the Board with regular and
effective reporting on the identi?ed signi?cant
risk factors. The Board is responsible for
determining strategies and policies for risk
control, and management is responsible for
implementing such strategies and policies.
The Board con?rms that an ongoing process
for identifying, evaluating and managing
the Group’s signi?cant risks has operated
throughout the year and that, up to the date
of the approval of the Directors’ report and
?nancial statements, the Board continues
to apply the procedures necessary to
comply with the requirements of the Turnbull
Committee guidelines ‘Internal Control –
Guidance for Directors on the Combined
Code’. For further details of the risks relating
to the Group, please see pages 28 to 35 and
the report of the Risk Committee on pages
60 and 61.
GOING CONCERN STATEMENT
The Directors have at the time of approving
the ?nancial statements, a reasonable
expectation that the Company and the
Group have adequate resources to continue
in operational existence for the foreseeable
future. Therefore they continue to adopt
the going concern basis of preparing the
?nancial accounts.
The Directors have made this assessment
in light of the £678.3m cash and unutilised
debt facilities following a period of high
realisations, no signi?cant bank facilities
maturing until 2016, and after reviewing the
Group’s latest forecasts for a period of two
years from year end.
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Strategic report on
pages 10 to 21. The ?nancial position of
the Group, its cash ?ows, liquidity position
and borrowing facilities are described in
the Financial review on pages 22 to 27.
In addition, note 3 to the ?nancial statements
includes the Group’s objectives, policies
and processes for managing its capital; its
?nancial risk management objectives; details
of its ?nancial instruments and hedging
activities; and its exposures to credit risk
and liquidity risk.
The Directors believe that the Group and
Company are well placed to manage its
business risks successfully in the current
economic environment.
The Directors continually monitor the debt
pro?le of the Group and Company, and seek
to re?nance senior facilities a substantial
period before they mature. The Group and
Company have no facilities due to mature
within the next 12 months.
ICG ANNUAL REPORT AND ACCOUNTS 2014
AUDIT COMMITTEE
REPORT
Dear Shareholder
During the year we have focused on
the complexity of regulation, particularly
concerning audit rotation and tendering,
and the communication of this Committee’s
work to you. The changes have, in
part, broadened the Committee’s work
and, in part, formalised pre-existing
review procedures.
I have remained conscious of the need to
ensure that contemporary developments do
not detract from our established focus on
judgemental areas of accounting and the
quality of the control environment.
The Board established a separate Risk
Committee at the end of the 2013 ?nancial
year. The taking and control of risk is a
fundamental aspect of operating in the
?nancial sector. Good auditing requires a
sound understanding of the Group’s risks,
our appetite for risk taking and mitigations
to limit downsides. Consequently, during
the course of the current year, the Audit
Committee has worked closely with the
Risk Committee and the Remuneration
Committee with the aim of effectively
covering pertinent topics in one or
other forum.
The following pages set out the Audit
Committee report for ?nancial year 2014.
The report is structured into four parts:
1. Committee governance: roles
and responsibilities, composition
and effectiveness
2. Review of the year: the signi?cant
?nancial reporting and auditing issues
we addressed
3. Internal controls: the assessment of the
adequacy of the control framework
4. External auditors: ensuring their
independence, effectiveness and
objectivity; and their appointment
The report sets out in detail the signi?cant
issues considered during the year. From my
perspective the most important issues were:
– Valuation of the portfolio and assessment
of impairments – the valuation of unquoted
illiquid assets and any impairment requires
considerable professional judgement.
Consequently, the Committee undertakes
a comprehensive review at each balance
sheet date challenging management’s
assessments based on established
processes and a judgemental sample of
direct ?le reviews
– Tax provisioning – the Group has some
historical employee related tax issues
that were put in place when businesses
undertook more aggressive tax planning
than your Directors would contemplate
today. In order to avoid con?icts of interest,
the Chairmen of the Remuneration and
Audit Committees constituted an ad
hoc team overseeing communications
with HM Revenue and Customs,
and current and former employees.
Professional advice and opinions were
provided by internal and external tax
lawyers and tax accountants as well as
by HMRC. The accounting treatment has
been carefully considered in the light of
remaining uncertainties, also drawing on
the advice of experts. See note 11 to the
?nancial statements
– Security of data and the procedural
formalities of the IT department –
we reviewed our expectations of IT
capabilities and the need for security
and continuity of service in light of the
growth of the Group and the prevalence
of cybercrime. Both best practice and
the law emphasise data security and
integrity. Based on a comprehensive
review by specialist consultants, we were
advised that the IT function would bene?t
from additional resource and a wider
international perspective to provide greater
likelihood of the continuity and security of
service. The resource has been recruited
KEVIN PARRY
Chairman of the Audit Committee
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– Relationship with the external auditors
– it is fundamental that our auditors are
independent of management and provide
robust challenge to the ?nancial reporting
and disclosures. Based on our enquiries,
we are satis?ed that Deloitte LLP and
the incumbent audit partner are effective
and that they have robust processes
for maintaining their objectivity and
independence in accordance with our and
their procedures. We have commenced
planning for future audit partner and
?rm rotation
– Requirement for an internal audit function
– the Committee have continued to
monitor the need for an independent
internal audit function. During the year
we continued our practice of undertaking
ad hoc internal audits using part-time
resource but have now concluded that
there needs to be either a properly
outsourced or a dedicated internal auditor
operating to a structured programme
In the year ahead the Committee will
continue to monitor new developments in
regulation, particularly as they impact audit
tendering, and to consider the audit risks
associated with new business initiatives
arising from the continued development
of the Group.
I would be pleased to discuss the
Committee’s work with any shareholder.
KEVIN PARRY
Chairman of the Audit Committee
23 May 2014
COMMITTEE GOVERNANCE
On behalf of the Board, the Committee
encourages and seeks to safeguard high
standards of integrity and conduct in ?nancial
reporting and internal control.
ROLE AND RESPONSIBILITIES
The Committee meets regularly, at least four
times a year, and is responsible for:
– Selecting and recommending the
appointment and reappointment of the
external auditor, approving their terms of
reference and fees
– Reviewing the performance of the external
auditor and ensuring the rotation of audit
partner to an individual with relevant
experience and skills
– Reviewing the independence of the
external auditor and the relationship
between audit and non audit work
performed by the external auditor
– Reviewing the annual and interim
accounts before they are presented
to the Board, in particular addressing
any signi?cant issues arising from the
audit; accounting policies and clarity of
disclosures; compliance with applicable
accounting and legal standards; and
issues regarding a signi?cant element
of judgement
– Reviewing the provisioning policy for the
investment portfolio on a six monthly basis
– Monitoring the integrity of the ?nancial
statements of the Group, including its
annual and half yearly reports, interim
management statements and any
other formal announcement relating
to its ?nancial performance, reviewing
signi?cant ?nancial reporting issues and
judgements which they contain
The Committee has ful?lled its responsibilities
during the year.
COMPOSITION
The Committee consists of independent
Non Executive Directors only. The current
members are Kevin Parry (Chairman of the
Committee), Peter Gibbs, Lindsey McMurray
and Kim Wahl. Full details of their attendance
at Committee meetings can be found in the
Corporate Governance section on page 51.
Biographical details can be found on pages
48 and 49.
The Committee members have a wide
range of business and ?nancial experience,
including risk management, fund
management and investment, regulation
and compliance, M&A, tax and international
business practices. These skills enable the
Committee to ful?l its terms of reference
in a robust and independent manner.
Kevin Parry, a Chartered Accountant,
was recently the Chief Financial Of?cer
at Schroders plc and was previously a
managing partner at KPMG. The Board
considers that he has recent and relevant
?nancial experience for the purposes of
the Code.
The Managing Directors and Chairman of the
Board are not members of the Committee
but regularly attend meetings at the invitation
of the Chairman of the Committee, together
with Deloitte LLP, the Company’s auditor.
The Committee meets the external auditors
without the management present twice a
year to ensure that they are receiving full
cooperation from management, obtaining
all the information they require and are
able to raise matters directly with the Audit
Committee if they consider it is desirable to
do so.
EFFECTIVENESS
The Committee reviews its terms of
reference and effectiveness annually.
The 2014 review adopted a more
comprehensive questionnaire than previously
and was completed by all Audit Committee
members and regular Group attendees.
The review included best practice questions.
The results con?rmed that the Committee
continues to operate effectively, ful?ls its
terms of reference and receives reliable and
trustworthy information from management
and auditors. Based on the results of the
review the Audit Committee members would
like more training on market developments
and this will, in future, be undertaken with the
Risk Committee.
ICG ANNUAL REPORT AND ACCOUNTS 2014
AUDIT COMMITTEE REPORT
continued
THE ISSUE AND ITS SIGNIFICANCE WORK UNDERTAKEN COMMENTS AND CONCLUSION
FINANCIAL REPORTING
Te content of the annual,
semi-annual and
quarterly fnancial
reporting needs to be
appropriate,
complying with laws
and regulation.
We determined there were no important changes
to IFRS in the EU; we reviewed the accounting
policies for continued appropriateness and
consistency. The Committee requested a paper
on the accounting treatment and disclosure of new
and complex transactions, including any judgement
areas. This included the consolidation of US
Collateralised Loan Obligations (CLOs) and whether
the Group controlled any portfolio companies
following restructurings.
We concluded that the accounting policies
(see pages 99 to 104) are appropriate and,
based on our enquiries of management
and auditors, are being properly applied.
We also concluded that the areas of
judgement (see pages 103 and 104) are
properly explained. We gained comfort
from ?nancial management and the
auditors that the Group complied with
reporting requirements.
Taken as a whole, the Annual
Report needs to be fair, balanced
and understandable so that it is
relevant to readers. Tis is a new
requirement for 2014.
We held preparatory discussions with management
to determine the format of the Annual Report and
then assigned responsibilities for the content of the
Report and its overall cohesion and understandability.
We subsequently received con?rmation that those
responsibilities had been ful?lled and commented
extensively on design and detailed content. We used
the Executive Directors’, the external auditors and
the Committee’s knowledge to review a late draft for
overall fairness, balance and understandability prior to
?nal approval by the Board.
We consider that this year’s Annual Report
bene?ts from the new guidance and believe
it will increase understanding of the Group.
We recommended to the Board that it could
con?rm it has met the new requirements
(see page 86).
We will monitor feedback for future
enhancements.
Investments represent 84% of our
total assets. 50% are carried at
fair value and 50% are carried at
amortised cost. As the assets are
mainly unquoted and illiquid,
(see note 17 to the fnancial
statements), considerable
professional judgement is required
in determining their valuations
and associated provisions.
We reviewed a detailed paper on the valuation
process management have undertaken and the
judgements made in determining the value of
the portfolio. In addition to reliance on executive
management procedures and the work of the
auditors, the Committee continued its practice of
a member of the Committee (who is selected in
rotation) reviewing a small judgemental sample of
the investments including a ?le review and challenge
of management. The Committee accordingly
gained substantive evidence of the appropriateness
of reliance on compliance with the Group’s
valuation procedures.
The Committee concurred with the
valuations and did not determine there
was a need for any adjustment.
REVIEW OF THE YEAR
SUMMARY OF MEETINGS IN THE YEAR
The Committee held four meetings during the year in line with the ?nancial reporting dates.
In addition there were three sub-committee meetings between March and May to review
drafts of the 2014 Annual Report which included new disclosure and reporting requirements.
These three meetings were the culmination of much preparatory discussion and work over a
number of months and were timed so as to avoid structural presentational issues detracting
from the review of detailed content issues near to the Annual Report’s publication date.
Over the course of the year the Committee considered and discussed the following
signi?cant matters.
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THE ISSUE AND ITS SIGNIFICANCE WORK UNDERTAKEN COMMENTS AND CONCLUSION
Provisions are required for actual
and potential liabilities that cannot
be quantifed accurately as to
timing or quantum.
We reviewed the Group’s legal, tax and other
exposures. It was determined that the biggest
judgements concerned tax and in particular
employee taxation (see covering letter to this
Committee’s report). The Committee received
feedback from the ad hoc group, challenging its
views based on professional advice.
The Committee determined that there
remains uncertainty over the quantum of
the settlement that it anticipates concluding
with HMRC and accordingly it is premature
to amend existing estimates which are
quanti?ed in note 11 to the ?nancial
statements. The Committee’s current
assessment is that the provision is more
likely to be prudent than insuf?cient.
Income recognition and cash fows
are not entirely aligned which can
result in income being recognised
prematurely or too late. Tis can
arise from restructurings as well as
from new investments.
We were briefed on the internal control systems,
including frequent reconciliations that are in place
to ensure the accounting for income is appropriate.
We also reviewed issues arising from prior
periods that were potentially relevant to the 2014
?nancial year.
We concluded that there was no current
year misstatement and that the impact of
prior year issues was minor.
Te Group needs to be a going
concern. Te whole basis of
accounting assumes that the Group
can continue to operate for the
foreseeable future.
We reviewed the Board papers on ?nancing.
The time spent on this topic was reduced this year
because the tightness of ?nancing experienced in
prior years no longer prevails.
The Committee concluded that the Group is
comfortably funded and is a going concern
(see page 53).
THE ISSUE AND ITS SIGNIFICANCE WORK UNDERTAKEN COMMENTS AND CONCLUSION
AUDITING
Te auditor needs to be
independent of management to
report on the truth and fairness
of the Annual Report without
conficts of interest.
We reviewed the standing policies on services that
can be provided by Deloitte (see External Auditors
on page 59) for their continued appropriateness as
to scope and fees. We received con?rmations from
management and Deloitte of adherence and agreed
the adherence to the fees paid. We also reviewed the
audit fees in the context of the size and complexity
of the audit.
We concluded that with only minor
amendments, our policy remains
appropriate and in line with best practice.
We determined that the Group audit fee
needed to increase from £0.5m to £0.7m
to re?ect the scope and complexity of work
undertaken by Deloitte. We anticipate the
need for a further fee increase in 2015.
Te audit process needs to be
efective so that the auditor’s
opinion is robust.
We ensured through enquiry that Deloitte had a
good understanding of the risks faced by the Group,
that they took full account of professional guidance
and designed audit procedures that were speci?c
to the Group. We ensured that the procedures were
designed to pick up material errors and frauds and
re?ected on the Audit Quality Review ?ndings and its
generic recommendations. The Group risks are set
out on pages 28 to 35 and the key audit risks are set
out in the Audit report on page 88. We monitored
progress from planning to the ?nal opinion at
each Audit Committee through private meetings,
discussion at Audit Committees and through
written reports.
We are satis?ed that the audit is effective.
The Committee decided it could improve its
own procedures by receiving oral reports
directly from selected overseas partners of
Deloitte. This will commence with a report
from the Asia Paci?c partners based in
Sydney and Singapore at the conclusion
of their local audits.
ICG ANNUAL REPORT AND ACCOUNTS 2014
THE ISSUE AND ITS SIGNIFICANCE WORK UNDERTAKEN COMMENTS AND CONCLUSION
AUDITING CONTINUED
Te audit is conducted to an
appropriate level of materiality to
ensure that there is strong comfort
that the fnancial statements are
true and fair.
ICG has volatile pro?tability due to capital gains
and losses and impairments. We determined in
conjunction with Deloitte that it is appropriate to base
materiality on 10% pro?t before capital gains and
losses and impairments and that individual capital
gains and losses should be audited in their entirety.
The FY14 pro?t is overstated by £0.4m as a result
of prior year audit differences. The Committee has
deemed this amount immaterial.
The audit materiality was set at 10% of pro?t
before capital gains and losses equivalent
to £12m (2013: £16m). This is equivalent
to 7.6% (2013: 11.2%) of pre-tax pro?ts.
The Committee considered this provides
appropriate comfort as to the quanti?cation
of the robustness of Deloitte’s audit opinion.
Te audit is properly conducted
in practice. Tis ensures that the
audit fndings are discussed with
the Committee.
We received a memorandum on the audit ?ndings
and discussed its content with Deloitte in the
Committee with and without management being
present. The audit did not result in any changes to
the reported pro?t. A number of disclosures were
enhanced on the recommendation of the auditors
to provide clarity. A number of useful control
enhancements around formalising and documenting
our existing practices for loans and receivables were
recommended. No fraud was identi?ed.
We were satis?ed with the outputs
of the audit and have tasked ?nancial
management with implementing the
recommended enhancements to the
control environment.
In addition to the signi?cant matters addressed above, the Committee maintained a rolling agenda of items for its review including ?nancial
crime, whistleblowing and the ?nance function’s capabilities. No issues of signi?cance arose.
INTERNAL CONTROLS
Risk management and internal control
matters are the responsibility of the Group’s
Risk Committee. Its report is set out on
pages 60 and 61.
The Group has an established control
framework as described on page 28.
The framework is designed to manage but
not eliminate risks and is designed to provide
reasonable but not absolute assurance
against material losses or misstatements.
The Group is expanding and this adds to
complexity and risk. To date, there has
been no internal audit function but ad hoc
reviews have either been outsourced or
conducted by other control functions such
as Compliance. This has been a subject of
regular review by the Audit Committee in
the context of the Group’s complexity, the
norm for the ?nancial sector and regulatory
expectations and standards.
For example, in 2014 there was a review
of the IT function. This was commissioned
from a consultancy with deep IT expertise.
It raised a number of important issues
highlighting limitations of the current
arrangements. Issues raised around data
security and disaster recovery planning were
promptly addressed where possible and
extra skilled staff were engaged in respect
of matters that would take time to resolve
and improve, typically requiring system
enhancements or geographic relocation.
In the light of the bene?t attained from the
IT report and the increasing size of the
Group, the Audit Committee has determined
that it is necessary to have either a properly
planned outsourced Internal Audit function
or an internal auditor who is an employee.
Further there should be a two year audit
programme of work that has a rolling agenda
with time for ?exibility to address any issues
that emerge. The marginal direct cost is
estimated to be £0.2m.
The Audit Committee will oversee the
installation of the Internal Audit function in
the 2015 ?nancial year and there will be a
direct line of report to the Audit Committee
Chairman. If the function is outsourced to
one or more providers, Deloitte which is
our external auditor, will be precluded from
the work.
AUDIT COMMITTEE REPORT
continued
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EXTERNAL AUDITORS
Deloitte LLP has been the Company’s
external auditor since its commencement
of trading. In accordance with professional
and regulatory standards the lead audit
partner has changed regularly since that
time to safeguard the independence and
objectivity of the audit process. The most
recent audit partner rotation was in 2010
and the current audit partner’s ?ve year term
will end at the conclusion of the 2015 audit.
We have been monitoring audit regulatory
developments determined by the FRC,
Competition Commission and the EU.
The EU has recently approved legislation
that will require us to change our audit ?rm
by no later than after the 2020 year end.
We await the ?nal requirements from the
Competition Commission later this year.
Absent any major service or quality issues,
the desirability of a change of auditors is a
delicate balance between a ‘fresh pair of
eyes’ and accumulated knowledge applied
to produce a robust audit. Consequently,
based on our understanding of legislation,
we anticipate that Deloitte will rotate their
audit partner after the 2015 audit and then,
in good time for the 2020 year end, the audit
will be tendered and rotated to another ?rm
of auditors. It is proposed that David Barnes
will succeed Calum Thomson as our audit
partner, and we are satis?ed that he has the
experience and industry knowledge to be
the lead audit partner. The timing of auditor
rotation will be kept under annual review and
if legislation changes, or if the UK determines
different rotation rules to the EU regulations,
or there are any concerns as to Deloitte’s
independence, the quality of their audit or the
service levels, the audit tender and rotation
might be undertaken sooner.
The Committee undertakes an annual
evaluation to assess the independence and
objectivity of the external auditor and the
effectiveness of the audit process, taking
into consideration relevant professional and
regulatory requirements. The assessment
focuses on quality of service and so aims
to be broader than just reaching views
on a particular audit. This assessment is
based on the results of questionnaires
completed by the Committee members, the
Executive Directors and other relevant senior
management. The results of the evaluation
were last reported to the Audit Committee
in September 2013. Having completed the
review, and discussed its ?ndings with the
auditors, the Committee remains content
with Deloitte’s work whilst identifying some
areas for service improvement: feedback
on the prudence of impairments and tax
provisions and advance information on
the reasons for cost overruns. The Audit
Committee discussed the output with
Deloitte and they have assured the
Committee they will seek to address
the areas where they can improve the
service delivery.
The Committee regularly monitors non
audit services being provided to the Group
by its external auditor to ensure there is
no impairment to their independence or
objectivity. Stringent procedures are in
place to ensure that all signi?cant non audit
work performed by the auditor in excess
of £50,000 is approved in advance by
the Committee. Engagements are only
approved if they do not and will not impair, or
appear to impair, the auditor’s judgement or
independence. The procedures set out the
categories of non audit services which the
external auditor will and will not be allowed
to provide to the Group, including those
which are pre-approved by the Committee
and those which require speci?c approval
before they are contracted for, subject to de
minimus levels.
During the year the Group paid £401,000 to
Deloitte LLP for the provision of corporate
non audit services. Of this, £92,000 is in
respect of services in their capacity as
auditors and £309,000 in the form of tax
compliance and advisory services not related
to the audit of the ?nancial statements.
These were provided by Deloitte as they are
judged to be a market leader in these areas,
having a reputation for quality, and having a
local presence in the countries in which the
services were performed. Audit objectivity
and independence was safeguarded in
these instances through the advice being
provided by partners and staff that have
no involvement in the audit of the ?nancial
statements. The advice was not dependent
on a particular accounting treatment and
the outcome or consequences of the
advice did not have a material effect on the
Group’s ?nancial statements. No services
were provided pursuant to contingent fee
arrangements. A detailed analysis of fees
paid to Deloitte LLP is shown in note 9 on
page 119. EU audit legislation introduces
certain restrictions on the provision of
non audit services including a 70%
non audit services fee cap. The restrictions
on non audit services will become effective
two years from the date of entry into force
of the regulation; as such, it is expected to
be in force for the 2016 ?nancial year.
ICG ANNUAL REPORT AND ACCOUNTS 2014
Dear Shareholder
During the year we have focused on the
risks impacting the Group, particularly
those arising from the Group’s geographic
expansion and consequently increased
exposure to regulation.
The Board established a separate Risk
Committee at the end of the 2013 ?nancial
year. The identi?cation, control, mitigation
and reporting of risks is a fundamental
aspect of operating in the ?nancial
sector. Good practice requires a sound
understanding of the Group’s risks, our
appetite for risk taking and mitigations to limit
downsides. Consequently, during the course
of the current year, the Risk Committee has
worked closely with the Audit Committee
with the aim of effectively covering pertinent
topics in one or other forum.
The following pages set out the Risk
Committee report for the ?nancial year.
The report considers:
1. Committee governance: our scope and
terms of reference
2. Review of the year: the signi?cant risk
issues we addressed
COMMITTEE GOVERNANCE
ROLE AND RESPONSIBILITIES
The Committee meets regularly, at least
three times a year, and is responsible for:
– Keeping under review the effectiveness of
the Group’s risk management systems
– Reviewing and approving the statements
to be included in the Annual Report
concerning risk management
– Reviewing any reports on the
effectiveness of systems risk management
– Reviewing the Group’s procedures for
identifying, assessing, controlling and
mitigating the material risks faced by the
Group and to ensure these procedures
allow proportionate and independent
investigation of such matters and
appropriate follow up action
COMPOSITION
The Committee consists of Non Executive
Directors only. The current members are
Kevin Parry (Chairman of the Committee),
Justin Dowley, Peter Gibbs, Lindsey
McMurray and Kim Wahl. Full details of their
attendance at Committee meetings can be
found in the Corporate Governance section
on page 51. Biographical details can be
found on pages 48 and 49.
The Committee members have a wide
range of business and ?nancial experience,
including risk management, fund
management and investment, regulation
and compliance, M&A, tax and international
business practices. These skills enable the
Committee to ful?l its Terms of Reference in a
robust and independent manner.
The Managing Directors of the Board are
not members of the Committee but attend
meetings at the invitation of the Chairman of
the Committee.
RISK COMMITTEE REPORT
KEVIN PARRY
Chairman of the Risk Committee
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REVIEW OF THE YEAR
Set out below are the signi?cant issues
considered during the year:
– Speci?c risks arising from the Group’s
exposure to new regulations and from
undertaking activities in new jurisdictions
– during the year the Group drew closer
to undertaking activities in a number of
jurisdictions, predominantly the United
States, Singapore and more recently,
Japan. In all instances this attracts new
regulation and exposes the Group to new
regulatory regimes. Consequently, the
Committee has been kept informed of the
development of policies and procedures
to satisfy the respective regulations
and has challenged management’s
assessments of the adequacy of the
proposed policies and procedures.
The Committee will undertake geographic
reviews in the future to assess the Group’s
compliance with regulatory reporting
– Material risks – the Group uses a risk
scorecard as part of its risk framework
that summarises the material risks faced
by the Group, the tolerance of the Group
to each respective risk, and key risk
indicators that indicate, for each risk, the
extent to which the tolerance is being
approached or has been exceeded.
The Committee has overseen and
challenged the Group’s management
of material risks by reference to the risk
scorecard which has been presented to
the Committee periodically during the year
– Material risks – toward the end of the
year the Committee has overseen a high
level review of the material risks faced by
the Group. In recognition of the Group’s
transition toward an alternative asset
manager, the Committee challenged
whether the material risks faced by
the Group remained wholly relevant.
This exercise, which is ongoing, has
re-af?rmed the majority of the prevailing
material risks while highlighting the need
to add or remove a small number of
material risks
– ICAAP – during the year, the Committee
reviewed the capital adequacy of the
Group having regard to all risks facing
the Group as required under the Internal
Capital Adequacy Assessment Process
(‘ICAAP’) of the FCA. The ‘Pillar 3’
disclosures required to be made public as
a result are available on the Company’s
website at www.icgplc.com
In the year ahead the Committee will
continue to monitor the risks faced by the
Group in delivering its strategic objectives,
in particular risks arising from the exposure
to new regulations or developments in
regulation and risks associated with new
business initiatives arising from the continued
development of the Group.
I would be pleased to discuss the
Committee’s work with any shareholder.
KEVIN PARRY
Chairman of the Risk Committee
23 May 2014
ICG ANNUAL REPORT AND ACCOUNTS 2014
DIRECTORS’
REMUNERATION REPORT
There have been no major changes in the
way that we remunerate our staff during the
course of 2013/14 although we have made
minor amendments to the de?nition of cash
pro?t to ensure that the remuneration of
existing staff was not adversely affected by
the development of our in house distribution
team and to correct an anomaly relating to
the treatment of rolled up interest. These are
detailed later in the report.
Business performance has been much
improved in FY14:
– Third party assets under management up
8% to €10.7bn
– Record level of fundraisings at €3.8bn
– Record level of realisations bringing in
proceeds of £1.1bn
– Cash core income increasing to £231.7m
versus £39.9m in FY13
– Strong progress in delivering product and
geographic diversi?cation
– Signi?cant investment in new staff –
average headcount increased by 21.1%
This has had a signi?cantly positive impact
on the AAP which is £101.7m this year
(compared with a negative £3.2m in FY13
which, in turn, showed a decline from
£49.5m from FY12). We are not proposing
to distribute the full amount of the AAP
available for FY14. The proposed incentive
awards for FY14 are estimated at 14.8% of
cash pro?t, resulting in a three year rolling
average of 20.6% since the inception of the
Plan in FY12.
Cash pro?t, by its very nature, is highly
volatile and for this reason we measure the
AAP on a rolling basis over a ?ve year period.
The Remuneration Committee believes
that 30% is an appropriate rolling average
percentage of cash pro?t to distribute
as variable pay under the AAP at the
present time but, if changes in the Group’s
business model indicate that a different
percentage is warranted, the Remuneration
Committee would enter into dialogue with
major investors to determine what that level
should be.
We are comfortable that staff reward remains
strongly linked to the performance of the
business and that:
– The link of the AAP to cash pro?t ensures
staff remain focused on the delivery of
successful investment outcomes
– A signi?cant proportion is delivered in
shares to align employee interests with
those of shareholders
– The majority of the variable pay is
subject to deferral of which an element
is linked to the performance of the
Investment Company
Although we have not consulted
shareholders on any speci?c aspect of
remuneration this year we have regular
dialogue with our major shareholders when
we discuss remuneration.
I hope that you will ?nd our new look report
informative. I look forward to your support at
the AGM where I will be happy to address
any questions you may have.
PETER GIBBS
Chairman of the Remuneration Committee
23 May 2014
PETER GIBBS
Chairman of the Remuneration Committee
Dear Shareholder
I am pleased to present the Directors’
remuneration report for the ?nancial year
ended 31 March 2014. This is in a different
format from previous years, re?ecting the
new requirements brought in by Schedule 8
to the Large and Medium-sized Companies
and Groups (Accounts and Reports)
(Amendment) Regulations 2013.
In accordance with the new regulations,
the Directors’ remuneration report is in
three parts: this statement, the Directors’
remuneration policy and the Annual report on
remuneration. The Directors’ remuneration
policy will be put to a binding shareholder
vote at the Annual General Meeting (AGM)
on 23 July 2014; the Annual report on
remuneration (together with this statement) is
subject to an advisory vote at the AGM in the
same way as in the past.
Our remuneration philosophy is to reward
our employees in a similar manner to
private equity businesses so that we are
able to recruit and retain people of the right
calibre to achieve our business objectives.
All variable remuneration earned by our
staff (other than third party carry and similar
arrangements which do not give rise to a
liability on the Company) is payable out of the
Annual Award Pool (AAP) which we target
at an average of 30% of cash pro?t over
a rolling ?ve year period. Cash pro?t is an
important measure of how well we’re running
our business.
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ANNUAL AWARD POOL
(30% of cash proft)
ANNUAL
BONUS
(including Deferred
Share Awards)
PLC
EQUITY
FMC
EQUITY
BALANCE
SHEET CARRY
PERFORMANCE
FEES
This section describes the remuneration
policy for Managing Directors that has
been in operation since 2010 and which is
intended to continue to apply from the date
of the 2014 AGM, subject to shareholder
approval at that meeting.
ANNUAL AWARD POOL
The central feature of ICG’s remuneration
policy is the AAP. All incentives awarded
across the Group under:
– The Omnibus Plan
– The Balance Sheet Carry Plan
– Any performance fees paid to the Fund
Management Company (FMC) that are
distributed to employees
are governed by an overall limit that is
currently 30% of cash pro?t over a rolling
?ve year period. This percentage may be
exceeded in any year but must not be
exceeded on an aggregate average basis
over ?ve years.
Cash pro?t is de?ned as pro?t before tax
and incentive schemes, adjusted so that:
– Interest income and capital gains are only
recognised on a cash basis
– Net impairments are only recognised on
principal investment
– Fair value movement of derivatives
is excluded
A further adjustment is made to cash pro?t to
re?ect the remuneration cost of our in house
distribution team. The variable pay of all
employees (including the distribution team) is
awarded out of the expanded AAP.
The current AAP limit is considered by the
Committee to be appropriate for our existing
business model. As the Group’s business
develops and expands into new markets
and products, the Committee will assess the
ongoing appropriateness of the 30% limit.
Should it be determined that the limit should
be amended, the Committee will engage
with shareholders.
AWARDS FALLING WITHIN THE
ANNUAL AWARD POOL
The Omnibus Plan provides for three
different award types to be made over
ICG shares: Deferred Share Award,
PLC Equity Awards and FMC Equity
Awards. FMC Equity Awards are not made
to individuals who are Managing Directors.
In addition, performance fees receivable by
the FMC together with any other incentives
funded by ICG are distributed under the
umbrella of the AAP. Only Third Party Carry
(TPC) and similar arrangements in respect
of ICG direct investment funds or business
acquisitions that do not give rise to a cost
or liability to the Company are outside of
the AAP.
The policy is based on the following
remuneration principles.
REMUNERATION PRINCIPLES
Five guiding principles are re?ected in
the design of the staff compensation
arrangements.
ALIGNMENT BETWEEN STAFF AND
SHAREHOLDERS
AAP (30% of cash pro?t cap on
expected value of awards ensures long
term affordability)
SUPPORT THE LONG TERM CORPORATE
STRATEGY
Balance Sheet Carry awards re?ect the long
term corporate strategy to invest successfully
and maximise returns. Key staff remunerated
to grow value in the FMC
PROMOTE STAFF EQUITY OWNERSHIP
The majority of executive remuneration
is in the form of equity; and shareholding
guidelines have been introduced
TRANSPARENT
All aspects of remuneration are clear to
employees and openly communicated
to employees and shareholders
‘CASH ON CASH’
The ‘cash on cash’ principle ensures
that employees are only rewarded for
realised gains
DIRECTORS’
REMUNERATION POLICY
ICG ANNUAL REPORT AND ACCOUNTS 2014
FUTURE POLICY TABLE
The table below outlines each element of the remuneration policy for the Directors of the Company.
SALARY
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Adequate to recruit and retain Managing Directors who will drive the
business forward
Base salaries for the Managing Directors for the 2014/15 ?nancial year are
set out on page 79.
Designed to be suf?cient to ensure that employees
do not become dependent on their bonuses
In considering base salary increases, the Committee considers the range
of salary increases applying across the Group and local market levels
Re?ects local competitive market levels Increases do not normally exceed the average staff increase, except in the
case of a change of role or responsibility
OPERATION PERFORMANCE CONDITIONS
Paid monthly None
Normally reviewed annually
BENEFITS
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Appropriate to recruit and retain Managing Directors who will drive the
business forward
Provision and level of bene?ts are competitive and appropriate in the
context of the local market
Re?ects local competitive market levels
OPERATION PERFORMANCE CONDITIONS
Bene?ts currently receivable by Managing Directors include life assurance,
private medical insurance and income protection
None
PENSION
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Adequate to recruit and retain Managing Directors who will drive the
business forward
The pension allowance available to Managing Directors is 15%
of basic salary
Helps Managing Directors to provide for their retirement
OPERATION PERFORMANCE CONDITIONS
All Managing Directors are entitled to a pension allowance payable
each month with salaries
None
DIRECTORS’ REMUNERATION POLICY
continued
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ANNUAL BONUS AND DEFERRED SHARE AWARDS
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Rewards employees for delivering cash pro?ts, managing the cost base,
employing sound risk and business management
A Managing Director’s annual bonus and Deferred Share Award are drawn
from the AAP which is capped
OPERATION PERFORMANCE CONDITIONS
Awards are made after the end of the ?nancial year A Managing Director’s annual bonus is drawn from the AAP, and so is
directly determined by reference to the Group’s cash pro?t for the relevant
?nancial year
The annual bonus is awarded as cash and deferred shares A Managing Director’s annual bonus entitlement is also based on
performance against objectives, which are derived from the Group’s
key performance indicators
Managing Directors will receive 50% of bonuses over £100,000 as
Deferred Share Awards
No further performance conditions apply to Deferred Share Awards
Shares normally vest one third in each of the ?rst, second and third years
following the year of grant subject to continuing service. The Committee
has discretion to vary the date of vesting if necessary or desirable for
regulatory or legislative reasons
In the event of a change in control (other than an internal reorganisation)
shares vest in full
Dividend equivalents accrue to participants during the vesting period
and are paid at the vesting date
PLC EQUITY AWARD
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Rewards senior employees for increasing long term shareholder value A Managing Director’s PLC Equity Award is drawn
from the AAP which is capped
Aligns the interests of senior employees with those of shareholders
OPERATION PERFORMANCE CONDITIONS
Awards are made after the end of the ?nancial year A Managing Director’s PLC Equity Award is drawn from the AAP, and so
is directly determined by reference to the Group’s cash pro?t in the relevant
?nancial year
The awards are over shares in the Company A Managing Director’s PLC Equity Award is also based on performance
against objectives, which are derived from the Group’s key performance
indicators
Shares normally vest one third in each of the third, fourth and ?fth years
following the year of grant unless the Executive leaves for cause or to join
a competitor. The Committee has discretion to vary the date of vesting if
necessary or desirable for regulatory or legislative reasons
No further performance conditions apply to the PLC Equity Awards
In the event of a change in control (other than an internal reorganisation)
shares vest in full
Dividend equivalents accrue to participants during the vesting period
and are paid at the vesting date
ICG ANNUAL REPORT AND ACCOUNTS 2014
FMC EQUITY AWARD
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Incentivises those employees charged with accelerating the expansion
of the Company’s fund management business
All employees are eligible to participate in the FMC Equity Award scheme.
No awards have been made under this plan to any individual while they
have been a Managing Director and it is not intended that any will be
made to Managing Directors in the future
OPERATION PERFORMANCE CONDITIONS
Awards are made after the end of the ?nancial year FMC Equity Awards are drawn from the AAP, and so are directly
determined by reference to the Group’s cash pro?t in the relevant
?nancial year
The awards are over shares in FMC Awards are based on performance against objectives, which are
derived from the Group’s key performance indicators
Shares normally vest one third in each of the ?rst, second and third years
following the year of grant subject to continuing service. The Committee
has discretion to vary the date of vesting if necessary or desirable for
regulatory or legislative reasons
No further performance conditions apply to FMC Equity Awards
A holding period applies until the third year following the year of grant,
at which time all vested FMC shares are automatically ‘exchanged’ for
Company shares of an equivalent value
In the event of a change in control (other than an internal reorganisation)
shares vest in full
The value of a share is determined by an independent valuation every year
BALANCE SHEET CARRY PLAN
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Encourages investment executives to optimise returns on investment, whilst
minimising defaults and losses
A Managing Director’s Balance Sheet Carry allocation is drawn from
the AAP which is capped
Awards are made on the basis of grade and performance
OPERATION PERFORMANCE CONDITIONS
Takes the form of an ‘in house’ carry arrangement (i.e. on the returns
from investments made by the Group on its balance sheet)
A Managing Director’s Balance Sheet Carry Plan award is drawn from the
AAP, and so is directly determined by reference to the Group’s cash pro?t
in the previous year
Awards will pay out by reference to the overall outcome for a year
of investment (‘vintage’) and therefore take losses into account.
Awards vest one third on 1 June following each of the ?rst, second
and third anniversaries of the start of the vintage year subject to
continuing service
The hurdle rate is ?xed by the Committee, at its discretion, prior to making
the ?rst awards in each vintage. The Committee has not ?xed a hurdle rate
lower than 5% per annum
In the event of a change in control all awards vest
Payment is made on the realisation of investments, once a hurdle rate
of return has been achieved on these investments
After repayment of capital and the payment of the related hurdle rate
of return to the Group, participants become entitled to receive catch up
payments until they have received up to 20% of the aggregate returns
on investments in that vintage
Thereafter, participants are entitled to receive up to 20% of any further
returns on that vintage
DIRECTORS’ REMUNERATION POLICY
continued
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CARRIED INTEREST OVER THIRD PARTY FUNDS (‘THIRD PARTY CARRY’ OR ‘TPC’)
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Offers the types of incentive arrangements that are expected by fund
investors and are offered by the Group’s competitors for talent
Awards of TPC and Shadow Carry are made to Managing Directors
to re?ect their seniority and involvement in the management of the
relevant funds
Aligns the interests of the fund management teams with those of the fund
investors, encouraging the best returns to be obtained, whilst minimising
defaults and losses
Shadow Carry facilitates the participation by Managing Directors and other
employees in TPC after the inception of the fund and after investments have
been made
OPERATION PERFORMANCE CONDITIONS
Certain employees who are involved in the management of a fund are
invited to invest in the fund by acquiring interests in a carry partnership
at the fair market value of the interests at the time of acquisition.
The investment is made through an external structure established
at the inception of the fund such that no liability arises to the Group
No performance conditions are considered to attach to TPC
TPC participants receive a share of the pro?ts arising on the realisation of
investments made in that fund. No payments are made to TPC participants
until the external investors have received an internal rate of return (IRR)
(the hurdle) on the fund
Because participants in Shadow Carry have not made an investment in the
carry partnership, the hurdle is considered to be a performance condition
Shadow Carry is the notional allocation of TPC interests that have not
otherwise been acquired by employees. Payments are made to participants
in respect of Shadow Carry when the hurdle has been met, through payroll,
but are designed to mirror TPC payments in all other respects
TPC, Shadow Carry and similar arrangements that do not give rise to a cost
or liability to the Company are outside the AAP
THE INTERMEDIATE CAPITAL GROUP PLC SAYE PLAN 2004
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
Provides an opportunity for all employees to participate in the success of
the Group
Employees may save the maximum permitted by legislation each month
with this scheme
OPERATION PERFORMANCE CONDITIONS
UK employees are offered the opportunity to save a regular amount each
month over 36 months and receive a bonus at the end of the saving
contract (subject to HMRC legislation)
The Plan is not subject to any performance conditions, as per HMRC
legislation
At maturity, employees can exercise their option to acquire and purchase
shares in ICG at the discounted price set at the award date or receive the
accumulated cash
All UK employees are eligible to participate in the Plan
SHAREHOLDING REQUIREMENTS
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
To align the interests of the Company’s Managing Directors with those
of shareholders
A period of up to three years from 1 April 2012 has been agreed for
Managing Directors to build up to the required shareholding
To promote share ownership If the shareholding requirement is not met within the timeframe speci?ed,
the Board will propose a course of action to bring the Managing Director’s
shareholding to the required level
OPERATION PERFORMANCE CONDITIONS
A Managing Director is required to acquire ownership of a number of
ordinary shares in the Company with a market value equal to a multiple
of two times the Director’s annual base salary
Not applicable
ICG ANNUAL REPORT AND ACCOUNTS 2014
FEES PAID TO NON EXECUTIVE DIRECTORS
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
To facilitate the recruitment of Non Executive Directors who will oversee the
development of strategy and monitor the Managing Directors’ stewardship
of the business
Non Executive Directors cannot participate in any of the Company’s share
schemes and are not eligible to join the designated Group pension plan
Fees are set and reviewed in line with market rates. Aggregate annual fees
do not exceed the limit set out in the Articles of Association of £600,000
OPERATION PERFORMANCE CONDITIONS
Fees are payable to Non Executive Directors for their services in positions
upon the Board and various Committees
None of the Non Executive Directors’ remuneration is subject to
performance conditions
Fees for the Chairman are determined and reviewed annually by the
Committee and fees for Non Executive Directors are determined by the Board
The Committee relies upon objective research on up to date relevant
information for similar companies
LEGACY REMUNERATION SCHEMES
The following remuneration schemes formed part of the Company’s remuneration policy in previous years and are being phased out following
a review of remuneration in 2010. No new awards will be made but some awards granted in earlier years and held by Managing Directors may
vest when the approved policy is in force.
THE KEY EMPLOYEE RETENTION SHARE PLAN (KERSP)
PURPOSE AND LINK TO STRATEGY OPPORTUNITY
To align the interests of the Company’s Managing Directors with those
of shareholders
This is a legacy remuneration scheme – no new options have been
awarded since June 2008
Vesting of options previously awarded is subject to the performance
conditions set out below
The limit on any individual’s participation is 20% of the value of their
monetary remuneration in the year of award
OPERATION PERFORMANCE CONDITIONS
The Key Employee Retention Share Plan (KERSP) was adopted on
23 May 2005, under which an amount, up to 5% of the value of the MTIS
pool (a legacy incentive scheme which has now closed), may be distributed
to key Managing Directors in the form of share options with an exercise
price equal to nil
In order to exercise these options, the Company must achieve a growth in
earnings per share (EPS) of 5% per annum from the date of grant to the
vesting date. It is unlikely that this performance condition will be met
NOTES TO THE POLICY TABLE
PERFORMANCE MEASURES AND TARGETS
The Annual Award Pool is determined by the Executive Committee and Remuneration Committee through an assessment of ICG’s ?nancial
performance. Cash pro?t provides a link between income generation for shareholders and employee compensation, ensuring that excessive
awards to employees are not made and that any awards that are made are affordable on a cash basis. Management information is provided
to the Executive Committee and Remuneration Committee on performance to ensure that ?nancial results are put into the context of wider
performance and risk appetite.
DIRECTORS’ REMUNERATION POLICY
continued
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The AAP is calculated as a cumulative average of 30% of cash pro?t from the year ending 31 March 2012 until the year ending 31 March
2016, after which it is calculated as a ?ve year rolling average. The 30% cap may be exceeded in any year as long as, over a ?ve year period,
on average the AAP does not exceed 30% of cash pro?t. A further adjustment is made to cash pro?t to re?ect the remuneration cost of our
in house fund distribution team. This team can signi?cantly reduce the cost of external placement agent fees. The AAP is increased by the
amount of this adjustment and the variable pay of all employees (including the fund distribution team) is awarded out of the expanded AAP.
Once the AAP has been determined, it is then distributed based on an individual’s contribution and performance as determined by the annual
appraisal process.
DIFFERENCE IN REMUNERATION POLICY FOR ALL EMPLOYEES
All employees of ICG are entitled to base salary, bene?ts and (in most locations) pension. The variable compensation mix for all employees is
drawn from the Annual Award Pool and is allocated according to the framework below, by reference to role, responsibility and performance.
Employee Annual bonus PLC Equity Award FMC Equity Award Balance Sheet Carry Performance fees
Managing Director • • •
Credit Fund Management Partner • • •
Investment Partner • • • •
ICG Business Infrastructure Partner • •
Investment Director • • •
Credit Fund Management Investment Director • • •
ICG Business Infrastructure Director • • •
Investment Associate Director • • •
Credit Fund Management Associate Director • • •
All other staff •
The variable compensation mix may be varied from the above if required by law or regulation.
The quantum of each of these awards is determined by the size of the Annual Award Pool, an individual’s seniority, contribution and their
individual performance as determined by the annual appraisal process. In addition, all UK employees are eligible to join the Intermediate
Capital Group plc SAYE Plan 2004.
CARRIED INTEREST ON THIRD PARTY FUNDS
The Company has established for its executives (including Managing Directors) carried interest arrangements under which between 60% and
80% of the carried interest negotiated by the Company in respect of managed funds raised since 21 January 1998 is available for allocation
to its executives. Those executives to whom allocations are made pay full market value for the interests at the time of acquisition so that no
remuneration arises. The allocation of carried interest entitlements as at 31 March 2014 was as follows:
ICG
Mezzanine
Fund 1998
ICG
Mezzanine
Fund 2000
ICG
Mezzanine
Fund 2003
Intermediate
Capital
Asia Paci?c
Mezzanine
Fund 2005
ICG
European
Fund 2006
Intermediate
Capital
Asia
Paci?c
Fund 2008
ICG
Minority
Partners
Fund 2008
ICG
Recovery
Fund 2008
ICG
Europe
Fund V
ICG
Senior Debt
Partners
Managing
Directors 13.4% 4.7% 12.4% 9.5% 18.5% 21.3% 21.1% 22.0% 21.6% 20.0%
Former Managing
Directors 27.5% 26.0% 25.1% 21.6% 14.5% 4.3% 21.1% 7.0% 0.0% 0.0%
Other
executives 20.6% 29.3% 37.5% 43.9% 47.0% 54.4% 37.8% 51.0% 58.4% 60.0%
ICG 38.5% 40.0% 25.0% 25.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
These carry holdings include third party carry and shadow carry.
Further details of each of these funds can be found on page 19.
ICG ANNUAL REPORT AND ACCOUNTS 2014
STATEMENT OF CONSIDERATION OF EMPLOYMENT CONDITIONS
ELSEWHERE IN THE COMPANY AND EMPLOYEE VIEWS
The Remuneration Committee considers the employment conditions and the remuneration structures in place for all employees of the Group
when setting the Directors’ remuneration policy. This is demonstrated, for example, by the fact that a Managing Director’s annual incentive
award is made from the same Annual Award Pool as provides for all other employees. The Group does not consult with employees when
setting the Directors’ remuneration policy.
APPROACH TO RECRUITMENT REMUNERATION
ICG operates in a highly specialised and competitive market, and so competition for talent is ?erce. The Committee’s approach to recruitment
remuneration is to pay what is suf?cient to attract appropriate candidates to a role.
Newly recruited Managing Directors are offered a remuneration package similar to that of existing employees in the same job role. All Managing
Directors are offered the same annual salary, bene?ts and pension and all participate in the Annual Award Pool and are subject to the same
overall cap on incentives. Furthermore, objectives are assigned to the Managing Directors. However, it may be necessary to offer a new
Managing Director a remuneration package that differs from that currently provided to the Managing Directors in order to attract the best
recruit. This could include a higher base salary and relocation and/or housing bene?ts.
Buying out deferred bonuses and long term incentives is permitted subject to, as far as possible, the timing, delivery mechanism (i.e. shares or
cash) and amounts paid out being set to re?ect any former arrangement including potential forfeiture of part or all of the former arrangement.
As far as possible, the value of any replacement awards will re?ect the expected value of the forfeited awards.
In the event of an internal promotion to the Board, the Committee reserves the right to allow any pre-existing awards or arrangements to
continue notwithstanding that these may not be consistent with the approved policy.
SERVICE CONTRACTS AND POLICY ON PAYMENTS FOR LOSS OF OFFICE
MANAGING DIRECTORS
The Company’s policy is for Managing Directors to have one year rolling contracts which are deemed appropriate for the nature of the
Company’s business.
Service contracts are held, and are available for inspection, at the Company’s registered of?ce. The details of the service contracts for
Managing Directors serving during the year are shown below.
Managing Director Date of service contract Last re-elected Notice period Non-compete provisions
Compensation on termination by the
company without notice or cause
Christophe Evain 30 May 2006 17 July 2013 12 months
Restraint period
of 12 months
The salary for any unexpired period
of notice plus the cost to the Company
(excluding NI contributions) of providing
insurance bene?ts for the same period
Philip Keller 12 October 2006 17 July 2013 12 months
Benoît Durteste 21 May 2012 17 July 2013 12 months
The Committee reserves discretion to make an annual bonus award to a Managing Director in respect of the ?nal full year of service, taking into
account the circumstances of the individual’s termination of of?ce and performance for the ?nancial year concerned.
DIRECTORS’ REMUNERATION POLICY
continued
}
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Details of the treatment of long term incentive awards in the case of loss of of?ce are shown below.
Long term incentive award Status
Death, disability, long term
ill health Redundancy Cause or competing Any other reason
Deferred Share Award Unvested Early vesting Early vesting subject
to discretion
N/A Forfeit, subject
to discretion
PLC Equity Award Unvested Retain with early vesting Retain Forfeit, subject
to discretion
Retain, subject
to discretion
FMC Equity Award Vested, but not
yet released
Retain with early release Retain Forfeit, subject
to discretion
Retain, subject
to discretion
Unvested Retain with early vesting
and release
Retain, subject to
discretion
Forfeit, subject
to discretion
Forfeit, subject
to discretion
Balance Sheet Carry
Plan
Vested Retain Retain Forfeit, subject
to discretion
Retain, subject
to discretion
Unvested Retain with immediate
vesting
Forfeit, subject to
discretion
Forfeit, subject
to discretion
Forfeit, subject
to discretion
Carried Interest Over
Third Party Funds
Vested Retain Retain Forfeit, subject
to discretion
Retain
Unvested Forfeit, subject to
discretion
Forfeit, subject to
discretion
Forfeit, subject
to discretion
Forfeit, subject
to discretion
EXERCISE OF DISCRETION
The discretion available to the Committee under the long term incentive plans is intended to provide the Committee with ?exibility to deal fairly
with every eventuality. In exercising its discretion, the Committee will take into account the circumstances in which the individual has left the
Company, their performance and the impact that this has had on the Company’s overall performance.
NON EXECUTIVE DIRECTORS
Non Executive Directors do not have contracts of service and are not eligible to join the designated Group pension plan.
Details of Non Executive Directors’ letters of appointment are as shown below.
Non Executive Director Date appointed Last re-elected Re-election frequency
Notice period
(unless not re-elected)
Policy on payment
for loss of of?ce
Justin Dowley February 2006 July 2013 Annual 3 months None
Peter Gibbs March 2010 July 2013 Annual 3 months None
Lindsey McMurray September 2012 July 2013 Annual 3 months None
Kevin Parry June 2009 July 2013 Annual 3 months None
Kim Wahl July 2012 July 2013 Annual 3 months None
ICG ANNUAL REPORT AND ACCOUNTS 2014
ILLUSTRATION OF APPLICATION OF REMUNERATION POLICY
The total remuneration for each of the Managing Directors that could result from the proposed remuneration policy in 2014/15 under three
different performance levels is shown below.
Christophe Evain
On target Fixed pay Maximum
22.8%
69.2%
8%
53.9%
11.9% 100%
34.2%
£6.0m
£4.0m
£0.48m
Fixed elements Annual variable
Multiple period variable

Benoît Durteste
Fixed elements Annual variable
Multiple period variable
26.0%
66.2%
7.8%
49.2%
11.7% 100%
39.1%
£5.25m
£3.5m
£0.41m
On target Fixed pay Maximum

Philip Keller
Fixed elements Annual variable
Multiple period variable
22.6%
67.5%
9.9%
51.3%
14.8% 100%
33.9%
£4.2m
£2.8m
£0.41m
On target Fixed pay Maximum

The Annual variable pay included in the chart is in respect of the following elements of pay:
– Annual bonus
– Deferred Share Award
– PLC Equity Award
– Carried Interest over third party funds. Please see page 73 for details regarding the value of carried interest
The Multiple period variable pay included in the chart is in respect of the following elements of pay:
– Balance Sheet Carry payments received
– ‘Shadow’ carry payments received
The value of on target remuneration for each of the Managing Directors is based on the aggregate remuneration that the Committee has
agreed should be receivable in the circumstances in which the Company achieves its targets. The maximum expected opportunity is 50%
above the on target remuneration, but may be exceeded in circumstances of exceptional performance outcomes.
STATEMENT OF CONSIDERATION OF SHAREHOLDER VIEWS
The Remuneration Committee is responsible for the overall remuneration policy for all the Company’s staff and ensures that the remuneration
arrangements should take into account the long term interests of shareholders, investors and other stakeholders.
The Company recognises the importance of communication with its shareholders, particularly through interim and annual reports and the
AGM. The Chief Executive, Chief Financial Of?cer and the Chairmen of the Board and each of its Committees will be available to answer
shareholders’ questions at the AGM. The Chief Executive Of?cer and the Chief Financial Of?cer meet institutional shareholders on a regular
basis, and the Chairman periodically contacts the Company’s major shareholders and offers to meet with them. The Board as a whole is kept
fully informed of the views and concerns of the major shareholders. When requested to do so, Non Executive Directors will attend meetings
with major shareholders.
DIRECTORS’ REMUNERATION POLICY
continued
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SINGLE TOTAL FIGURE OF REMUNERATION TABLE (AUDITED)
The following table shows a single total ?gure of remuneration in respect of qualifying services for the ?nancial year ended 31 March 2014
for each Managing Director, together with comparative ?gures for the previous ?nancial year:
Managing
Directors
Salaries and
fees
£000
Bene?ts
1

£000
Pension
allowance
£000
Short term
incentives,
available
as cash
2
£000
Total
emoluments
£000
Short term
incentives,
deferred
3
£000
Long term
incentives
4
£000
Other
remuneration
5
£000
Single total
?gure of
remuneration
2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013
Christophe
Evain 350.0 340.0 77.1 74.6 52.5 51.0 575.0 147.5 1,054.6 613.1 3,475.0 866.0 267.8 12.5 0.0 0.0 4,797.4 1,491.6
Benoît
Durteste 350.0 285.9 9.7 6.6 52.5 42.9 470.0 128.0 882.2 463.4 2,770.0 682.8 254.0 11.8 0.0 0.0 3,906.2 1,158.0
Philip
Keller 350.0 340.0 13.0 11.6 52.5 51.0 399.7 115.0 815.2 517.6 2,279.7 560.7 0.0 0.0 0.0 0.0 3,094.9 1,078.3
Non Executive Director
Fees
£000
2014 2013
Justin Dowley 180.0 155.0
Peter Gibbs 80.0 75.0
Kevin Parry 75.0 70.0
Kim Wahl 64.5 40.0
Lindsey McMurray 65.0 31.6
Jean-Daniel Camus 0 16.6
James Nelson 0 16.6
2014 2013
Total emoluments paid to all Directors £000 3,216.5 1,965.7
Notes to the single total ?gure table
1 Each Managing Director receives medical insurance (taxable), life assurance (not taxable) and income protection (not taxable). Some Managing Directors also receive the bene?t of
a loan from the EBT.
2 This ?gure represents the cash element of the annual bonus that is not deferred.
3 This ?gure represents the sum of the face values of each of the following awards made for the year:
– Deferred Share Award (50% of annual bonus in excess of £100,000)
– PLC Equity Award
4 The long term incentive amounts are payments received through ICG payroll during the year from BSC and shadow carry.
5 Individuals are invited to participate in Third Party Carry and must pay the fair market value for their partnership share in the Third Party Carry partnership, and therefore there is no
remuneration value. The percentage of the total distributable Third Party Carry by fund awarded to the Managing Directors is shown below.
The following allocation of TPC was made in respect of the ?nancial year.
% of Senior Debt Partners
TPC points
Christophe Evain 8.11%
Benoît Durteste 6.48%
Philip Keller 5.41%
ANNUAL REPORT
ON REMUNERATION
ICG ANNUAL REPORT AND ACCOUNTS 2014
SINGLE TOTAL FIGURE OF REMUNERATION TABLE (AUDITED) continued
In the ?nancial year under review, in line with the Directors’ remuneration policy, the base salary payable to each Managing Director has been
increased to £350,000 per annum.
Managing Director
Salaries and fees
£000
Y/E 31 March
2014
Y/E 31 March
2013
%
change
Christophe Evain 350.0 340.0 +2.94
Philip Keller 350.0 340.0 +2.94
Benoît Durteste 350.0 285.9 N/A*
*Benoît Durteste was promoted to the Board during the year ending 31 March 2013 and consequently his annual salary for that year re?ects the rates of salary both before and after
his Board appointment.
PERFORMANCE MEASURES AND TARGETS (AUDITED)
The central feature of the Remuneration Policy is the Annual Award Pool. All incentives are governed by an overall limit expressed in terms of
cash pro?t. The table below includes the cost of incentives drawn from the Annual Award Pool for the ?nancial year under review and the two
previous years.
FY
Cash pro?t
£m
Annual Award
Pool
£m
Spend on
incentives
£m
2012 164.9 49.5 29.5
2013 (10.7) (3.2) 22.1
2014 339.1 101.7 50.2
The calculation of cash pro?t has been reviewed and as a result adjusted. A change has been made to ensure that the provision for and receipt
of rolled up interest are treated consistently. We have clari?ed the de?nition of cash pro?t and applied this to all years for which the Annual
Award Pool has been in operation.
The cumulative spend as a percentage of pro?t to date is 20.6%.
As discussed in the policy table, a Managing Director’s annual incentive award is governed by the size of the Annual Award Pool in addition to
their individual performance as determined by the annual appraisal process. At the beginning of the ?nancial year under review, the Company
assigned each Managing Director a number of Key Performance Indicators (KPIs) broadly in the areas of fundraising and growth, investment
portfolios, operational and risk management measures, people and performance management and ?nancial performance.
The Board considers that the precise content of each of the Managing Directors’ KPIs is commercially sensitive (because they would provide
information to our competitors who, typically, are not required to disclose similar details), and so they are not disclosed in this report and will
not be disclosed in the future.
Deferred Share Awards are made in respect of 50% of any annual bonus in excess of £100,000. The vesting of these awards is subject to
a continued service condition.
Payments from shadow carry arrangements were made to certain Managing Directors during the year which are included in the single total
?gure of remuneration on page 73. The hurdle rate of return (8%) in respect of the relevant vintage(s) has been met.
The split between variable elements of pay from the Annual Award Pool for the Managing Directors in 2013/14 was as follows:
Elements of variable pay %
PLC Equity 64
Balance Sheet Carry 14
Annual Cash Bonus 12
Deferred Share Award 10
ANNUAL REPORT ON REMUNERATION
continued
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FEES PAID TO NON EXECUTIVE DIRECTORS (AUDITED)
In the ?nancial year under review, the fees paid to Non Executive Directors were as follows:
Non Executive Directors
Board
membership
fees
£000
Board and
Committee
Chairman
fees
£000
Senior
Independent
Director fee
£000
Committee membership
Total
for year
ending
2014
£000
Total
for year
ending
2013
£000
Audit
£000
Remuneration
£000
Justin Dowley (Chairman) – 175.0 – – 5.0 180.0 155.0
Peter Gibbs 55.0 20.0 – 5.0 – 80.0 75.0
Kevin Parry 55.0 10.0 5.0 – 5.0 75.0 70.0
Lindsey McMurray 55.0 – – 5.0 5.0 65.0 31.6
Kim Wahl 55.0 – – 4.5 5.0 64.5 40.0
464.5 371.6
SCHEME INTERESTS AWARDED DURING THE FINANCIAL YEAR (AUDITED)
Managing Directors were awarded the following share scheme interests during the ?nancial year.
Managing Director Scheme interest awarded
Basis on which award
was made Face value
Percentage of
award for minimum
performance
End of period over which performance
measures and targets must be achieved
Christophe Evain Deferred
Share Award
50% of any annual bonus
in excess of £100,000
is awarded in deferred
shares
£47,500 100 The deferred shares normally vest one third
in each of the ?rst, second and third years
following the year of grant. There are no
further performance conditions
PLC Equity Award Result of Director’s annual
appraisal
£818,500 100 PLC Equity awards normally vest one third
in each of the third, fourth and ?fth years
following the year of grant. There are no
further performance conditions
Benoît Durteste Deferred Share Award 50% of any annual bonus
in excess of £100,000
is awarded in deferred
shares
£28,000 100 The deferred shares normally vest one third
in each of the ?rst, second and third years
following the year of grant. There are no
further performance conditions
PLC Equity Award Result of Director’s annual
appraisal
£654,800 100 PLC equity awards normally vest in one third
in each of the third, fourth and ?fth years
following the year of grant. There are no
further performance conditions
SAYE options All employee by election £9,000 100 No performance conditions
Philip Keller Deferred Share Award 50% of any annual bonus
in excess of £100,000
is awarded in deferred
shares
£15,000 100 The deferred shares normally vest one third
in each of the ?rst, second and third years
following the year of grant. There are no
further performance conditions
PLC Equity Award Result of Director’s annual
appraisal.
£545,700 100 PLC Equity awards normally vest in one third
in each of the third, fourth and ?fth years
following the year of grant. There are no
further performance conditions
SAYE options All employee by election £9,000 100 No performance conditions
Notes
The share price on the date of award of PLC Equity was £4.56. This was the middle market quotation for the ?ve dealing days prior to the 22 May 2013.
The share price on the date of grant of the SAYE options was £4.32. This was the average share price over six days as prescribed by the SAYE scheme rules. The option exercise
price is £3.47, i.e. at a discount of 20% to the market value at the date of grant (as permitted by tax legislation).
ICG ANNUAL REPORT AND ACCOUNTS 2014
The following awards of Balance Sheet Carry and Shadow Carry points were made in the ?nancial year:
Balance Sheet Carry points Shadow Carry points EF 2006 Shadow Carry points ICAP 08 Shadow Carry points RF 08
Christophe Evain 1.41% – – 1.49%
Benoît Durteste 1.41% 1.6% 3.97% 1.49%
Philip Keller 0.94% – – 1.00%
The percentages represent the individuals’ share of the total carry available.
Further details of these funds can be found on page 18.
No values have been attributed to carry points at the year end as their value will ?uctuate with the performance of the underlying investments.
Payments from Balance Sheet Carry and Shadow Carry Awards are disclosed in the single total ?gure of remuneration in the year in which they
become due.
DIRECTORS’ INTERESTS IN SHARES (AUDITED)
At 31 March 2014, Directors held the following interests in shares of the Company:
Managing
Director
Shareholding requirement
Shares held
outright
DSA, FMC Equity
Award and PLC
Equity Award
interests
SAYE options
subject to service
condition
Share options
subject to
performance
Share options
vested but
unexercised
Proportion of
annual salary
Number of
shares
Shareholding
requirement met?
Christophe Evain 200% 158,569 Yes 703,847 2,326,392 4,945 108,650 285,069
Philip Keller 200% 158,569 Yes 306,970 1,547,102 2,593 45,158 181,439
Benoît Durteste 200% 127,919 Yes 165,279 671,447 2,593 90,399 67,840
Non Executive
Directors
Justin Dowley N/A 119,639
Peter Gibbs N/A
Kevin Parry N/A
Kim Wahl N/A
Lindsey McMurray N/A
73,982 options over shares in favour of Christophe Evain lapsed on 1 April 2014. Subsequently, DSA and PLC Equity Awards were made
to Managing Directors on 20 May 2014 in respect of their prior year performance. A total of 793,487 interests over shares were awarded to
Christophe Evain, a total of 520,538 interests over shares were awarded to Philip Keller and a total of 632,506 interests over shares were
awarded to Benoît Durteste. Other than the lapsed and these awards, there were no changes in shareholdings between the year end and
23 May 2014.
The share price at 31 March 2014 was £4.137 per share. The average option exercise price of vested but unexercised options is £5.133.
FMC Equity Awards are disclosed as the number of Company shares that the awards would convert into at 31 March 2014, based on the
Company share price and the FMC share valuation as at that date.
No share options were exercised during the year.
ANNUAL REPORT ON REMUNERATION
continued
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DIRECTORS’ CO-INVESTMENT IN THIRD PARTY FUNDS
The following amounts have also been invested by Managing Directors into third party funds operated by ICG:
Managing Director EF 06 ICAP 08 IMP 08 RF 08 Fund V
Christophe Evain €750,000 $250,000 €375,000 €150,000 €2,100,000
Benoît Durteste €11,700 €2,250,000
Philip Keller €350,000 €150,000 €500,000
SHAREHOLDER DILUTION
For all awards made during the 2010/11 ?nancial year and subsequent ?nancial years, the Company has and intends in the future to use market
purchased shares to satisfy any equity settled incentive awards.
The Committee has set a dilution limit for FMC Equity Awards (the FMC Equity Pool) of 20% of the issued share capital of the FMC that may be
made the subject of FMC Equity Awards.
The Company established the Intermediate Capital Group plc 2002 Employee Bene?t Trust which may be used to hold shares and cash in
conjunction with employee incentive schemes established by the Company from time to time.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
No payments were made for loss of of?ce in the ?nancial year under review.
PAYMENTS MADE TO PAST DIRECTORS (AUDITED)
In the ?nancial year ended 31 March 2014, the following payments were made to former Directors in respect of Shadow TPC and the vesting of
PLC Equity awarded while they were Managing Directors.
Paul Piper £122,220
Andrew Phillips £1,786,170
Tom Attwood £516,189
Francois de Mitry £1,525,031
PERFORMANCE GRAPH OF TOTAL SHAREHOLDER RETURN
The graph below shows a comparison between the Company’s total shareholder return performance and the total shareholder return for all the
?nancial services companies in the FTSE All Share index. The graph compares the value, at 31 March 2014, of £100 invested in Intermediate
Capital Group plc on 31 March 2004 with the value of £100 invested in the FTSE All Share Financial Index over the subsequent ten years.
This index has been chosen to give a comparison with the average returns that shareholders could have received by investing in a range
of other major ?nancial services companies.
200
150
100
50
0
31 Mar 04 31 Mar 05 31 Mar 06 31 Mar 07 31 Mar 08 31 Mar 09 31 Mar 10 31 Mar 11 31 Mar 12 31 Mar 13 31 Mar 14
Intermediate Capital Group FTSE All Shares fnancials Source: Bloomberg
£
ICG ANNUAL REPORT AND ACCOUNTS 2014
TOTAL REMUNERATION OF THE CHIEF EXECUTIVE OFFICER
The table below details the total remuneration of the Director holding the position of Chief Executive Of?cer of Intermediate Capital Group plc
for the past ?ve years.
Total
remuneration
£000
Percentage of maximum
opportunity of short term
incentives awarded
Percentage of maximum
opportunity of long term
incentives awarded
2014 Christophe Evain 4,797 97% 20%
2013 Christophe Evain 1,492 24% 1%
2012 Tom Attwood 2,973 0% 100%
2011 Tom Attwood 5,941 29% 97%
2010 Tom Attwood 4,631 44% 100%
The long term incentive ?gures above for Tom Attwood include payments made under the Medium Term Incentive Scheme (MTIS),
a compensation arrangement which has now closed.
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTOR UNDERTAKING
THE ROLE OF CHIEF EXECUTIVE
The table below details how changes to the CEO’s pay compare with the change in the average pay across all employees of the Group.
Each ?gure is a percentage change of the values between the previous ?nancial year and the ?nancial year under review. The total permanent
workforce has been selected as the comparator for salaries and fees and short term incentives. The comparison of the increase in taxable
bene?ts has been made for UK permanent employees only as their remuneration packages are most similar to that of the Chief Executive.
Salaries and fees Taxable bene?ts Short term incentives
Chief Executive Of?cer 2.86% 1.16% 300%
All employees 3.37% (18.33%) 65%
The larger year on year increase for the CEO compared to the total permanent workforce re?ects the increased volatility in compensation of
ICG’s most senior employees, as it most closely re?ects the year on year variations in cash pro?t.
RELATIVE IMPORTANCE OF SPEND ON PAY
The graph below illustrates the relative importance of spend on pay compared with other disbursements from pro?t (namely distributions to
shareholders) for the ?nancial year under review and the previous ?nancial year. The current year shareholder distributions include a share
buyback of up to £100m which the Group announced with its 2014 results.
+131%
+17%
200
180
160
140
120
100
80
60
40
20
0
Shareholder
distributions
Staff costs
79.5
56.6
66.4
183.3
£m
2013 2014
ANNUAL REPORT ON REMUNERATION
continued
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STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN FOLLOWING FINANCIAL YEAR
The proposed salaries for the Managing Directors for the 2014/15 ?nancial year are set out below, together with the increase from the previous
?nancial year.
Salaries and fees £000
Managing Director Y/E 31 March 2015 Y/E 31 March 2014 % change
Christophe Evain 360.0 350.0 2.86
Philip Keller 360.0 350.0 2.86
Benoît Durteste 360.0 350.0 2.86
For 2014/15, the Annual Award Pool will be calculated as a percentage of cash pro?ts which, over a period of ?ve years, will not exceed 30% on
average. The Annual Award Pool will be calculated as described in the Directors’ remuneration policy. All incentives (excluding TPC and similar
arrangements in respect of business acquisitions or ICG direct investment funds that do not give rise to a cost or liability to the Group) payable
to employees of the Group will be funded out of the Annual Award Pool.
The Managing Directors’ annual bonus and other incentives will be dependent on them achieving the objectives set for them in the following areas:
– Fundraising and growth
– Investment performance
– Risk management measures
– Financial performance
– People and performance management
REMUNERATION COMMITTEE
COMPOSITION, REMIT AND OPERATION
The Committee is authorised by the Board to determine and agree the framework for the remuneration of the Chairman of the Company, the
Managing Directors and such other members of the executive management as it is instructed by the Board to consider and is also responsible
for determining the total individual remuneration package of each Managing Director, having given due regard to the contents of the Code,
as well as the Listing Rules. The Committee is responsible for determining targets for any performance related pay schemes operated by
the Company as well as the policy for pension arrangements for each Managing Director. The Committee is responsible for the overall
remuneration policy for all the Group’s staff and takes into account the requirement that the remuneration arrangements should:
– Be consistent with and promote sound and effective risk management, and do not encourage excessive risk taking
– Be in line with the strategic priorities, objectives, values and long term interests of the Group
– Include measures to avoid con?ict of interest
– Take into account the long term interests of shareholders, investors and other stakeholders
– Be formulated on the basis of advice from ICG Group’s compliance function, particularly in relation to performance measurement
The Committee comprises ?ve independent Non Executive Directors:
– Peter Gibbs (Chairman)
– Justin Dowley
– Lindsey McMurray
– Kevin Parry
– Kim Wahl
None of the Committee members have any personal ?nancial interests (other than as shareholders or investors in ICG funds), con?icts of
interest arising from cross directorships or day to day involvement in running the business. The Company therefore considers that it complies
with the Code recommendations regarding the composition of the Committee.
The Committee meets at least three times a year and more frequently if necessary. Managing Directors attend the meetings by invitation
and the Committee consults the Managing Directors about its proposals and has access to professional advice from outside the Company.
The Head of Human Resources also attends the meetings by invitation. No Director is involved in any decisions as to their own remuneration.
A table showing the number of Committee meetings held during the year and the attendance record of individual Directors can be found in the
Corporate Governance section on page 51.
ICG ANNUAL REPORT AND ACCOUNTS 2014
ADVISERS TO THE COMMITTEE
PricewaterhouseCoopers has been appointed by the Committee and advises the management of ICG on remuneration issues. PwC also
provides advice to the Committee on other HR issues on request. Advisers are selected on the basis of their expertise in the area and with a
view to ensuring independence from other advisers to the Group. The Committee is therefore con?dent that independent and objective advice
is received from their advisers.
Mayer Brown have been available to advise the Committee during the year to 31 March 2014. These advisers were appointed by the Company.
The fees charged for advice to the Committee were £67,600 (PwC). Fees are charged on the basis of time spent. The following topics were
discussed and addressed as required:
Meetings Topics addressed
May Review and approval of compensation recommendations for FY12 and awards for FY13 taking into account
advice from the Group’s compliance function in relation to performance measurement
Review of FMC valuation
Disclosure requirements
Review of EBT arrangements
Cash pro?t
Compensation market data
November Directors’ remuneration report
SAYE Rules
Reviews of EBT arrangements
Review of AIFMD Regulation
FMC valuation
January Review of emerging trends within remuneration regulation and governance
Review of EBT arrangements
Review of bonus commitments
Compensation market data
Approval of Remuneration Committee annual timetable
Directors’ remuneration report
ICG Remuneration Policy annual review
March Review of Annual Award Pool
Directors’ remuneration report
AIFMD/CRD IV and other regulatory updates
Amendments to Omnibus and Balance Sheet Carry rules
SDP carried interest allocations
Review of EBT arrangements
UK Pension Policy
STATEMENT OF VOTING AT GENERAL MEETING
At the last Annual General Meeting, votes on the Remuneration report were cast as follows:
Votes for Votes against Abstentions
Reasons for votes
against, if known Actions taken by the Committee
Approval of the Remuneration
report for the ?nancial year
under review
256,414,351
85.71%
42,738,065
14.29% 652,943 Not speci?ed
The Committee Chairman offered
to meet a range of shareholders to
discuss their concerns
ANNUAL REPORT ON REMUNERATION
continued
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PRINCIPAL ACTIVITIES AND
BUSINESS REVIEW
The principal activities of the Group and the
review of the Group’s business (as required
by section 417 of the Companies Act 2006)
are set out in the Strategic Review on pages
2 to 45, which are incorporated into this
report by reference.
DIRECTORS
The Directors who served during the year are
each shown with a pro?le at pages 48 and
49; those details are incorporated into this
report by reference.
The composition of each of the Committees
of the Board and the Chairman of each
Committee are detailed in the report of each
Committee, found at pages 54 to 80.
DIRECTORS’ SHARE OPTIONS
Details of Directors’ share options are
provided in the report of the Remuneration
Committee on pages 62 to 80. Other than
the interests of Benoît Durteste in 2,857
shares of ICG FMC Limited which are
included within the table on page 76, during
the ?nancial year ending 31 March 2014,
the Directors had no interests in the shares
of any subsidiary company. No Company
shares were issued to Directors under the
Executive Share Option Schemes during
the year.
DIRECTORS’ INTERESTS
The Directors who held of?ce at 31 March 2014 and their connected persons, as de?ned by
the Companies Act, had the following interests in the ordinary shares of the Company:
31 March 2014
Number of 20p
ordinary shares
31 March 2013
Number of 20p
ordinary shares
Justin Dowley (Chairman) 119,639 119,639
Christophe Evain (CEO) 703,847 671,383
Philip Keller 306,970 234,776
Benoît Durteste 165,279 54,400
Peter Gibbs – –
Kevin Parry – –
Lindsey McMurray – –
Kim Wahl – –
There have been no changes to the Directors’ interests in shares at 31 March 2014 as set out
above as at 23 May 2014.
SIGNIFICANT SHAREHOLDINGS
As at 19 May 2014 the Company had been noti?ed or otherwise become aware of the
following interests pursuant to the Disclosure Rules and the Transparency Rules representing
3% or more of the issued share capital of the Company.
INSTITUTION
Number of shares
Percentage of
voting rights
Schroders 30,701,723 7.6
Newton 23,405,721 5.8
Threadneedle 22,096,779 5.5
BlackRock 20,138,670 5.0
Aviva 19,990,373 5.0
F&C 15,834,635 3.9
Baillie Gifford 15,718,402 3.9
LSV 14,637,985 3.6
L&G 12,954,776 3.2
Norges 11,498,471 2.9
DIRECTORS’ REPORT
Te Directors present their Annual Report and the audited fnancial
statements for the 12 months ended 31 March 2014. Te risks to which
the Group is subject and the policies in respect of such risks are set out
on pages 28 to 35 and are incorporated into this report by reference.
Te corporate governance statement, set out on pages 50 to 53,
is incorporated into this report by reference.
ICG ANNUAL REPORT AND ACCOUNTS 2014
DIVIDEND
The Directors recommend a ?nal net
dividend payment in respect of the ordinary
shares of the Company at a rate of 14.4p
per share (2013: 13.7p), which when added
to the interim net dividend of 6.6p per share
(2013: 6.3p), gives a total net dividend for
the year of 21.0p per share (2013: 20.0p).
The amount of dividend paid in the year was
£78.2m (2013: £74.9m).
AUDITOR
A resolution for the reappointment of the
current auditor, Deloitte LLP, will be proposed
at the forthcoming AGM. Details of auditor’s
remuneration for audit and non audit work
are disclosed in note 9 to the accounts.
DISCLOSURE OF INFORMATION TO THE
AUDITOR
Each of the persons who is a Director at the
date of approval of this report con?rms that:
1. So far as the Director is aware, there is
no relevant audit information of which the
Company’s auditor is unaware
2. The Director has taken all reasonable
steps that they ought to have taken as
a Director in order to make themselves
aware of any relevant audit information
and to ensure that the Company’s auditor
is aware of that information
This con?rmation is given and should be
interpreted in accordance with the provisions
of section 418 of the Companies Act 2006.
POST BALANCE SHEET EVENTS
Material events since the balance sheet
date are described in note 31 and form
part of the Directors’ report disclosures.
POLITICAL AND CHARITABLE
CONTRIBUTIONS
No contributions were made during
the current and prior year for political
purposes. The charitable donations
made by the Company are detailed
at page 38, which forms part of the
Directors’ report disclosures.
GREENHOUSE GAS EMISSIONS
All disclosures concerning the Group’s
greenhouse emissions are detailed on
page 38, which forms part of the Directors’
report disclosures.
DIRECTORS’ INDEMNITY
The Company has entered into contractual
indemnities with each of the Directors
pursuant to the amendment to the
Company’s Articles of Association
authorised at the 2010 AGM and these
remain in force. The Company also provides
Directors’ and Of?cers’ insurance for
the Directors.
ACQUISITION OF SHARES BY EMPLOYEE
BENEFIT TRUST
Acquisition of shares by the Intermediate
Capital Group Employee Bene?t Trust 2002
purchased during the year are as described
in note 20 to the ?nancial statements.
DIRECTORS’ REPORT
continued
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Te Board aims to
ensure that the Group’s
business is always
conducted with the
long term interests of
shareholders in mind.
SHARE CAPITAL AND RIGHTS ATTACHING
TO THE COMPANY’S SHARES
As at 31 March 2014 the issued share capital
of the Company was 402,242,770 ordinary
shares of 20p each. Certain key matters
regarding the Company’s share capital are
noted below:
– Under the Company’s Articles of
Association, any share in the Company
may be issued with such rights or
restrictions, whether in regard to dividend,
voting, transfer, return of capital or
otherwise as the Company may from time
to time by ordinary resolution determine or,
in the absence of any such determination,
as the Board may determine. All shares
currently in issue are ordinary shares of
20p each carrying equal rights
– At a general meeting of the Company
every member present in person or by a
duly appointed proxy has one vote on a
show of hands and on a poll one vote for
each share held
– The Intermediate Capital Group Employee
Bene?t Trust 2002 holds shares which
may be used to satisfy options and
awards granted under the Company’s
employee share schemes including its
long term incentive plans. The voting
rights of these shares are exercisable
by the trustees in accordance with their
?duciary duties
– The notice of any general meeting
speci?es deadlines for exercising voting
rights either by proxy or present in person
in relation to resolutions to be passed at
a general meeting
– No shareholder is, unless the Board
decides otherwise, entitled to attend or
vote either personally or by proxy at a
general meeting or to exercise any other
right conferred by being a shareholder if:
– They or any person with an interest in
shares has been sent a notice under
section 793 of the Companies Act 2006
(which confers upon public companies
the power to require information
with respect to interests in their
voting shares)
– They or any interested person has
failed to supply the Company with
the information requested within 14
days where the shares subject to the
notice (the “default shares”) represent
at least 0.25% of their class or in any
other case 28 days after delivery of
the notice. Where the default shares
represent 0.25% of their class, unless
the Board decides otherwise, no
dividend is payable in respect of those
default shares and no transfer of any
default shares shall be registered.
These restrictions end seven days after
receipt by the Company of a notice
of an approved transfer of the shares
or all the information required by the
relevant section 793 notice, whichever
is the earlier
– The Directors may refuse to register any
transfer of any share which is not a fully
paid share, although such discretion
may not be exercised in a way which
the Financial Conduct Authority regards
as preventing dealings in the shares of
the relevant class or classes from taking
place on an open and proper basis.
The Directors may likewise refuse to
register any transfer of a share in favour
of more than four persons jointly
The Company is not aware of any other
restrictions on the transfer of ordinary shares
in the Company other than:
– Certain restrictions that may from time to
time be imposed by laws and regulations
(for example, insider trading laws or the
UK Takeover Code)
– Pursuant to the Listing Rules of the
Financial Conduct Authority whereby
certain employees of the Company require
approval of the Company to deal in the
Company’s shares
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfer of
securities or voting rights.
At the 2013 Annual General Meeting the
Directors were given the power to allot
shares and grant rights to subscribe for, or
convert any security into, shares: up to an
aggregate nominal amount of £26.8m and,
in the case of a fully pre-emptive rights issue
only, up to a total amount of £53.6m.
A resolution will be proposed to renew
the Company’s authority to allot further
new shares at the forthcoming AGM.
In accordance with the institutional guidelines
issued by the Association of British Insurers
(ABI), the proposed new authority will allow
the Directors to allot ordinary shares equal
to an amount of up to one third of the
Company’s issued ordinary share capital
as at 23 May 2014 plus, in the case of a
fully pre-emptive rights issue only, a further
amount of up to an additional one third of
the Company’s issued share capital as at
23 May 2014. The authority for Directors
to allot shares in the Company’s shares
is renewed annually and approval will
be sought at the forthcoming AGM for
its renewal.
The Director’s authority to effect purchases
of the Company’s shares on the Company’s
behalf is conferred by resolution of
shareholders. At the 2013 AGM the
Company was granted authority to purchase
its own shares up to an aggregate value of
approximately 10% of the issued ordinary
share capital of the Company as at 22 May
2013. The authority to effect purchases of the
Company’s shares is renewed annually and
approval will be sought at the forthcoming
AGM for its renewal.
ICG ANNUAL REPORT AND ACCOUNTS 2014
Powers of Directors
Subject to its Articles of Association and
relevant statutory law and to such direction
as may be given by the Company by special
resolution, the business of the Company is
managed by the Board, who may exercise all
powers of the Company whether relating to
the management of the business or not.
The Company’s Articles of Association
give power to the Board to appoint
Directors. The Articles also require any
Directors appointed by the Board to submit
themselves for election at the ?rst AGM
following their appointment and for one
third of the Company’s Directors to retire by
rotation at each AGM. Directors may resign
or be removed by an ordinary resolution of
shareholders. Notwithstanding the above,
the Company has elected, in accordance
with the UK Corporate Governance Code
to have all Directors reappointed on an
annual basis.
Change of control agreements
There are no signi?cant agreements to which
the Group is a party that take effect, alter or
terminate upon a change of control of the
Group, other than:
1. The Private Placement arrangement
totalling £75m dated between 28 June
2004 and 28 February 2007 where
a change of control gives rise to a
downgrade in the credit rating and
the loans are thereafter repayable
on demand
2. The Private Placement arrangement
totalling £34m dated 26 June 2008 and
the Private Placement arrangement
totalling $150m dated 8 May 2013 where
a change of control in the Company
gives rise to an event of default under
the agreements. The loans are thereafter
repayable on demands
3. £75m private placement arrangements
signed on 9 November 2011 under which
a change of control triggers an immediate
prepayment obligation of all outstanding
principal, accrued interest and all other
amounts due under the agreement, and
a further private placement agreement for
€11m agreed in November 2012 on the
same terms
4. Three bilateral loan facility agreements
totalling £640m agreed in May and
June 2012, two further bilateral loan
facility agreements totalling £100m
agreed in May 2013, a further bilateral
loan facility agreement in respect of
A$110m agreed in November 2013 and
a further bilateral loan facility agreement
in respect of A$50m agreed in February
2014 where a change of control gives
lenders the right, but not the obligation,
to cancel their commitments to the
facility and declare the loans repayable
on demand
5. The terms and conditions of the £35m
retail bond issue which took place in
December 2011 sets out that following
a change of control event, investors
have the right but not the obligation to
sell their notes to ICG if the change of
control results in either a credit ratings
downgrade from investment grade to
sub-investment grade, or a downgrade
of one or more notches if already sub-
investment grade
6. The terms and conditions of the £80m
retail bond issue which took place in
September 2012 sets out that following
a change of control event, investors
have the right but not the obligation to
sell their notes to ICG if the change of
control results in either a credit ratings
downgrade from investment grade to
non-investment grade, or a downgrade
of one or more notches if already non-
investment grade
7. The terms and conditions of the £50m
wholesale bond issue which took place
in March 2014 sets out that following
a change of control event, investors
have the right but not the obligation to
sell their notes to ICG if the change of
control results in either a credit ratings
downgrade from investment grade to
non investment grade, or a downgrade
of one or more notches if already
non investment grade
8. The employee share schemes, details
of which can be found in the Report of
the Remuneration Committee on pages
62 to 80, Awards and options under
the 2001 Approved and Unapproved
Executive Share Option Schemes and
SAYE Plan 2004 become exercisable
for a limited period following a change
of control whereas awards under the
KERSP will only become exercisable
if the Remuneration Committee so
decides. Awards and options under the
Omnibus Plan and the BSC Plan vest
immediately on a change of control
There are no agreements between the
Group and its Directors or employees
providing for compensation for loss of of?ce
or employment that occurs because of a
takeover bid apart from (1) those described
at 8 above and (2) the usual payment in lieu
of notice.
DIRECTORS’ REPORT
continued
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RESULTS OF RESOLUTIONS PROPOSED AT 2013 ANNUAL GENERAL MEETING
Resolution Votes for Votes against Votes withheld
Receive the ?nancial statements and reports of the Directors and auditors
for the ?nancial year ended 31 March 2013 290,871,036 8,920,987 13,336
Approve the Directors’ remuneration report for the ?nancial year ended
31 March 2013 256,414,351 42,738,065 652,943
Declare a ?nal dividend of 13.7 pence per ordinary share for the ?nancial year
ended 31 March 2013 299,803,860 1,500 –
Reappoint Deloitte LLP as auditors of the Company to hold of?ce as the Company’s
auditors until the conclusion of the Company’s Annual General Meeting in 2014 280,549,572 19,255,708 79
Authorise the Directors to set the remuneration of the auditors 288,739,561 11,065,560 238
Appoint Kim Wahl as a Director 294,165,909 5,618,147 21,303
Appoint Lindsey McMurray as a Director. 294,889,376 4,905,949 10,034
Reappoint Justin Dowley as a Director 292,774,883 7,019,207 11,269
Reappoint Peter Gibbs as a Director 283,907,546 7,151,091 8,736,721
Reappoint Kevin Parry as a Director 287,861,179 6,755,227 5,188,952
Reappoint Christophe Evain as a Director 297,935,256 1,460,754 409,350
Reappoint Philip Keller as a Director 298,317,606 1,487,754 –
Reappoint Benoît Durteste as a Director 298,315,075 1,490,285 –
Grant the Directors authority to allot shares pursuant to section 551 of the Companies
Act 2006 282,647,616 17,157,744 –
Subject to the passing of resolution 14, to authorise the directors to dis-apply
pre-emption rights pursuant to sections 570 (1) and 573 of the Companies Act 2006 299,740,379 64,709 272
Authorise the Company to make market purchases of its ordinary shares pursuant
to section 701 of the Companies Act 2006. 299,680,371 124,955 34
Approve that a general meeting of the Company (other than the annual general
meeting) may be called on less than 14 clear days’ notice. 270,780,702 29,024,658 –
Annual General Meeting
The Annual General Meeting (AGM) of the Company will take place at the London of?ce of the Company on 23 July 2014 at 11:00a.m.
Details of the resolutions to be proposed at the AGM along with explanatory notes are set out in the circular to be posted to shareholders
on 12 June 2014 convening the meeting.
ICG ANNUAL REPORT AND ACCOUNTS 2014
Directors’ responsibilities statement
The Directors are responsible for preparing
the Annual Report and the ?nancial
statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare ?nancial statements for each
?nancial year. Under that law the Directors
are required to prepare the Group ?nancial
statements in accordance with International
Financial Reporting Standards (IFRS) as
adopted by the European Union (EU) and
Article 4 of the IAS Regulation and have also
chosen to prepare the Parent Company
?nancial statements under IFRS as adopted
by the EU. Under company law the Directors
must not approve the accounts unless they
are satis?ed that they give a true and fair
view of the state of affairs of the Company
and of the pro?t or loss of the Company
for that period. In preparing these ?nancial
statements, IAS 1 requires that Directors:
– Properly select and apply
accounting policies
– Present information, including accounting
policies, in a manner that provides
relevant, reliable, comparable and
understandable information
– Provide additional disclosures when
compliance with the speci?c requirements
of IFRS are insuf?cient to enable users
to understand the impact of particular
transactions, other events and conditions
or the entity’s ?nancial position and
?nancial performance
– Make an assessment of the Company’s
ability to continue as a going concern
The Directors are responsible for keeping
adequate accounting records that
are suf?cient to show and explain the
Company’s transactions and disclose with
reasonable accuracy at any time the ?nancial
position of the Company and enable them to
ensure that the ?nancial statements comply
with the Companies Act 2006. They are also
responsible for safeguarding the assets of
the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and ?nancial information included on the
Company’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of ?nancial statements may
differ from legislation in other jurisdictions.
Responsibility statement
We con?rm that to the best of
our knowledge:
– The ?nancial statements, prepared in
accordance with IFRS as adopted by the
European Union, give a true and fair view
of the assets, liabilities, ?nancial position
and pro?t or loss of the Company and the
undertakings included in the consolidation
taken as a whole
– The management report, which is
incorporated into the Directors’ report,
includes a fair review of the development
and performance of the business and
the position of the Company and the
undertakings included in the consolidation
taken as a whole, together with a
description of the principal risks and
uncertainties that they face
– The Directors consider that this Annual
Report and Accounts, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
and the Group’s performance, business
model and strategy
By order of the Board
CHRISTOPHE EVAIN
Chief Executive Of?cer
23 May 2014
PHILIP KELLER
Chief Financial Of?cer
23 May 2014
DIRECTORS’
RESPONSIBILITIES
PHILIP KELLER
Chief Financial Of?cer
CHRISTOPHE EVAIN
Chief Executive Of?cer
86 / 87
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AUDITOR’S REPORT
Independent Auditor’s report to the members
of Intermediate Capital Group plc.
OPINION ON THE PARENT COMPANY
FINANCIAL STATEMENTS AND THE GROUP
FINANCIAL STATEMENTS (“THE FINANCIAL
STATEMENTS”) OF INTERMEDIATE
CAPITAL GROUP PLC
In our opinion:
– the ?nancial statements give a true and fair
view of the state of the group’s and of the
parent company’s affairs as at 31 March
2014 and of the group’s pro?t for the year
then ended;
– the group ?nancial statements have
been properly prepared in accordance
with International Financial Reporting
Standards (IFRSs) as adopted by the
European Union;
– the parent company ?nancial statements
have been properly prepared in
accordance with IFRSs as adopted by
the European Union and as applied in
accordance with the provisions of the
Companies Act 2006; and
– the ?nancial statements have been
prepared in accordance with the
requirements of the Companies Act
2006 and, as regards the group ?nancial
statements, Article 4 of the IAS Regulation.
The ?nancial statements comprise
Consolidated Income Statement,
Consolidated and Parent Company
Statements of Comprehensive Income,
Consolidated and Parent Company
Statements of Financial Position,
Consolidated and Parent Company
Statements of Cash Flow and Consolidated
and Parent Company Statements of
Changes in Equity and the related notes
1 to 31. The ?nancial reporting framework
that has been applied in their preparation is
applicable law and IFRSs as adopted by the
European Union and, as regards the parent
company ?nancial statements, as applied
in accordance with the provisions of the
Companies Act 2006.
GOING CONCERN
As required by the Listing Rules we
have reviewed the directors’ statement
contained within the Corporate Governance
Statements that the group is a going
concern. We con?rm that:
– we have concluded that the directors’ use
of the going concern basis of accounting
in the preparation of the ?nancial
statements is appropriate; and
– we have not identi?ed any material
uncertainties that may cast signi?cant
doubt on the group’s ability to continue as
a going concern.
However, because not all future events or
conditions can be predicted, this statement
is not a guarantee as to the group’s ability to
continue as a going concern.
ICG ANNUAL REPORT AND ACCOUNTS 2014
OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of
resources in the audit and directing the efforts of the engagement team:
RISK
VALUATION OF UNQUOTED SHARES AND WARRANTS HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK
Valuing unquoted equities and warrants requires management to make a
number of judgements, including valuation methodology and the discount
or premium applied. Valuations can be sensitive to these judgments and
inputs, so small changes in key assumptions can have a signi?cant impact
on carrying value and therefore reported results.
We assessed the Group’s valuation policy, management’s process
and related controls for determining the valuations and that appropriate
oversight from senior investment executives has been exercised within
the valuations process;
We utilised fair value specialists to independently value and provide
challenge to a sample of unquoted shares;
We challenged management assumptions used in determining the valuation
of unquoted equities and warrants, including speci?cally changes to
discount rates, comparable companies and valuation methodologies; and
We substantively tested key inputs into the valuations including discount
factors and the extraction of management information. We also agreed the
multiples used to independent sources.
IMPAIRMENT OF LOANS AND INVESTMENTS HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK
The identi?cation of impairment events and the determination of the
impairment charge require the application of judgment by management,
in particular the timing and quantum of future cash ?ows.
We challenged management assumptions relating to the timing and
recognition of the impairment event and the determination of the
impairment charge. We reviewed the nature and timing of the impairment
event to assess whether it occurred during the period. We assessed the
rationale for the quantum of the impairment charge and recalculated the
impairment charge.
We assessed completeness of impairments by reviewing independent
information, such as current news stories, for potential impairment triggers
for a sample of loans and investments. Where changes to repayment dates
negatively impacted the carrying value of assets, we challenged
management as to whether this indicated an impairment had occurred.
REVENUE RECOGNITION HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK
Determining the management fee income can be dif?cult due to the
complexity of some of the calculations and because of the extent of manual
input into the process. The accuracy and occurrence of interest income
arising from instruments with estimated cash ?ows and repayment dates
is a risk, as it is reliant on management judgment relating to the timing
and quantum of future of cash ?ows. There is also a risk that all revenue
is not complete.
We carried out substantive testing on management fees by recalculating
the fees recorded with reference to the contractual arrangements and the
assets under management per third party custodian reports. We assessed
the completeness of management fee income by investigating whether
revenue had been recognised for all funds managed by the group.
For interest income, we tested the integrity of the calculations and
re-performed calculations for a sample of investments. We also performed
analytical procedures and substantive testing around accuracy,
completeness and occurrence of interest income.
AUDITOR’S REPORT
continued
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RISK
ACCOUNTING TREATMENT FOR NEW, RESTRUCTURED OR REFINANCED
COMPLEX INVESTMENT INSTRUMENTS
HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK
Investment agreements arising from new investments or from restructuring
or re?nancing may contain complex terms that are dif?cult to interpret and
can impact the accounting treatment and the presentation of results.
We reviewed signi?cant new, restructured or re?nanced investment
instrument contracts for complex features, including embedded derivatives,
and checked the appropriate application of accounting policies and
accounting standards. We used specialists to provide input into the
accounting treatment and interpretation of complex terms.
We reviewed a listing of terms that may constitute embedded derivatives,
and performed procedures to assess whether they were required to
be detached from the underlying instrument and recognised and
valued separately.
We assessed management’s process for identifying potential
embedded derivatives, and reviewed their assumptions as to
valuation judgments made.
THE RECOGNITION AND MEASUREMENT OF CORPORATION TAX
ACCRUALS
HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK
The group owns and manages investments in a number of locations,
including low tax jurisdictions. The recognition of gains and losses in
relevant jurisdictions may be subject to challenge by tax authorities.
The determination of the likely tax charge is therefore subject to
management judgement.
We engaged with tax specialists, who considered the appropriateness of
managements’ corporation tax accrual estimates in light of the group’s
overall business and commercial arrangements. We also reviewed
correspondence with tax authorities and legal advice received.
The Audit Committee’s consideration of
these risks is set out in the Audit Committee
report on pages 54 to 59.
Our audit procedures relating to these
matters were designed in the context of our
audit of the ?nancial statements as a whole,
and not to express an opinion on individual
accounts or disclosures. Our opinion on
the ?nancial statements is not modi?ed with
respect to any of the risks described above,
and we do not express an opinion on these
individual matters.
OUR APPLICATION OF MATERIALITY
We de?ne materiality as the magnitude of
misstatement in the ?nancial statements
that makes it probable that the economic
decisions of a reasonably knowledgeable
person would be changed or in?uenced.
We use materiality both in planning the
scope of our audit work and in evaluating
the results of our work.
We determined materiality for the group to
be £12 million, which is approximately 1%
of equity, 10% of normalised pre-tax pro?t
and less than 8% of pre-tax pro?t. We used
normalised pre-tax pro?t to determine
materiality to exclude the volatility arising
from impairments and capital gains, which
cause signi?cant year on year ?uctuations.
We agreed with the Audit Committee
that we would report to the Committee all
audit differences in excess of £240,000,
as well as differences below that threshold
that, in our view, warranted reporting on
qualitative grounds. We also report to the
Audit Committee on disclosure matters that
we identi?ed when assessing the overall
presentation of the ?nancial statements.
ICG ANNUAL REPORT AND ACCOUNTS 2014
NET
ASSETS
1 2
1 Full audit scope 98%
2 Review at Group level 2%
PROFIT
BEFORE
TAX
1
1 Full audit scope 100%
AN OVERVIEW OF THE SCOPE OF OUR
AUDIT
Our group audit was scoped by obtaining
an understanding of the group and
its environment, including group-wide
controls, and assessing the risks of material
misstatement at the group level. Based on
that assessment, we focused our group
audit scope on the audit work associated
with four signi?cant components subject
to full scope audits for the year ended
31 March 2014. The signi?cant components
were Intermediate Capital Group PLC,
Intermediate Capital Investments Ltd,
Intermediate Capital Managers Ltd and
Intermediate Finance II PLC. Speci?ed audit
procedures were performed on another nine
non-signi?cant components, to address
the risk of material misstatement in fee
income. The extent of our testing was based
on our assessment of the risks of material
misstatement and of the materiality of the
group’s operations within the components.
The four full scope components listed
above represent the most signi?cant
subsidiaries of the group, and account for
approximately 98% of the group’s net assets
and over 100% of the group’s pro?t before
tax, as losses before tax were incurred in
insigni?cant components. They were also
selected to provide an appropriate basis for
undertaking audit work to address the risks
of material misstatement identi?ed above.
Our audit work at the components was
executed at levels of materiality applicable
to each individual entity which were lower
than group materiality.
At the parent entity level we also tested
the consolidation process and carried
out analytical procedures to con?rm our
conclusion that there were no signi?cant
risks of material misstatement of the
aggregated ?nancial information of the
remaining components not subject to audit
or audit of speci?ed account balances.
The group engagement team is responsible
for auditing the signi?cant components, so
the teams are briefed as part of the group
audit team brie?ngs, and the documentation
and ?ndings is reviewed by the group
engagement team.
AUDITOR’S REPORT
continued
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OPINION ON OTHER MATTERS
PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion:
– the part of the Directors’ remuneration
report to be audited has been properly
prepared in accordance with the
Companies Act 2006; and
– the information given in the Strategic
report and the Directors’ report for the
?nancial year for which the ?nancial
statements are prepared is consistent with
the ?nancial statements.
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
Adequacy of explanations received and
accounting records
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
– we have not received all the information
and explanations we require for our audit;
or
– adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
– the parent company ?nancial statements
are not in agreement with the accounting
records and returns.
We have nothing to report in respect of
these matters.
Directors’ remuneration
Under the Companies Act 2006 we are also
required to report if in our opinion certain
disclosures of directors’ remuneration have
not been made or the part of the Directors’
remuneration report to be audited is not in
agreement with the accounting records and
returns. We have nothing to report arising
from these matters.
Corporate Governance Statement
Under the Listing Rules we are also
required to review the part of the Corporate
Governance Statement relating to the
company’s compliance with nine provisions
of the UK Corporate Governance Code.
We have nothing to report arising from
our review.
Our duty to read other information in the
Annual Report
Under International Standards on Auditing
(UK and Ireland), we are required to report
to you if, in our opinion, information in the
annual report is:
– materially inconsistent with the information
in the audited ?nancial statements; or
– apparently materially incorrect based
on, or materially inconsistent with, our
knowledge of the group acquired in the
course of performing our audit; or
– otherwise misleading.
In particular, we are required to
consider whether we have identi?ed any
inconsistencies between our knowledge
acquired during the audit and the
directors’ statement that they consider
the annual report is fair, balanced and
understandable and whether the annual
report appropriately discloses those
matters that we communicated to the audit
committee which we consider should have
been disclosed. We con?rm that we have
not identi?ed any such inconsistencies or
misleading statements.
RESPECTIVE RESPONSIBILITIES OF
DIRECTORS AND AUDITOR
As explained more fully in the Directors’
responsibilities statement, the directors
are responsible for the preparation of
the ?nancial statements and for being
satis?ed that they give a true and fair view.
Our responsibility is to audit and express
an opinion on the ?nancial statements
in accordance with applicable law and
International Standards on Auditing (UK
and Ireland). Those standards require us to
comply with the Auditing Practices Board’s
Ethical Standards for Auditors. We also
comply with International Standard on
Quality Control 1 (UK and Ireland). Our audit
methodology and tools aim to ensure that
our quality control procedures are effective,
understood and applied. Our quality
controls and systems include our dedicated
professional standards review team,
strategically focused second partner reviews
and independent partner reviews.
This report is made solely to the company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken
so that we might state to the company’s
members those matters we are required
to state to them in an Auditor’s report and
for no other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other than
the company and the company’s members
as a body, for our audit work, for this report,
or for the opinions we have formed.
SCOPE OF THE AUDIT OF THE FINANCIAL
STATEMENTS
An audit involves obtaining evidence about
the amounts and disclosures in the ?nancial
statements suf?cient to give reasonable
assurance that the ?nancial statements are
free from material misstatement, whether
caused by fraud or error. This includes an
assessment of: whether the accounting
policies are appropriate to the group’s
and the parent company’s circumstances
and have been consistently applied and
adequately disclosed; the reasonableness
of signi?cant accounting estimates made by
the directors; and the overall presentation of
the ?nancial statements. In addition, we read
all the ?nancial and non-?nancial information
in the annual report to identify material
inconsistencies with the audited ?nancial
statements and to identify any information
that is apparently materially incorrect based
on, or materially inconsistent with, the
knowledge acquired by us in the course of
performing the audit. If we become aware
of any apparent material misstatements or
inconsistencies we consider the implications
for our report.
CALUM THOMSON
Senior statutory auditor
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
ICG ANNUAL REPORT AND ACCOUNTS 2014
CONTENTS
FINANCIAL STATEMENTS
Consolidated income statement 93
Consolidated and Parent Company
statements of comprehensive income 94
Consolidated and Parent Company
statements of ?nancial position 95
Consolidated and Parent Company
statements of cash ?ow 96
Consolidated and Parent Company
statements of changes in equity 97
Notes to the accounts 99
Financial
statements
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2014

Notes
2014
£m
2013
£m
Finance income 6 199.4 218.6
Gains on investments 7 149.4 73.0
Fee and other operating income 85.8 78.8
Total revenue 434.6 370.4
Finance costs 6 (61.4) (60.7)
Impairments 8 (112.4) (80.0)
Administrative expenses 9 (102.1) (87.1)
Profit before tax 158.7 142.6
Tax expense 11 (21.3) (18.8)
Profit for the year 137.4 123.8

Attributable to:
Equity holders of the parent 137.2 124.4
Non controlling interests 16 0.2 (0.6)
137.4 123.8

Earnings per share 13 35.7p 32.1p

Diluted earnings per share 13 35.6p 32.1p
All activities represent continuing operations.
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2014
Group Notes
2014
£m
2013
£m
Profit for the year 137.4 123.8
Available for sale financial assets:
(Loss)/gains arising in the year 7 (1.2) 67.1
Reclassification adjustment for gains recycled to profit (125.7) (7.5)
Exchange differences on translation of foreign operations (0.6) 1.2
(127.5) 60.8
Tax credit/(charge) on items taken directly to or transferred from equity 24 30.8 (11.0)
Other comprehensive (expense)/income for the year (96.7) 49.8
Total comprehensive income for the year 40.7 173.6

Attributable to:
Equity holders of the parent 40.5 174.2
Non controlling interests 0.2 (0.6)
40.7 173.6

Company
2014
£m
2013
£m
Profit for the year 145.2 97.8
Available for sale financial assets:
Gains arising in the year 11.2 4.9
Reclassification adjustment for gains recycled to profit (10.5) –
0.7 4.9
Tax credit/(charge) on items taken directly to or transferred from equity 24 0.1 (1.1)
Other comprehensive income for the year 0.8 3.8
Total comprehensive income for the year 146.0 101.6
The accompanying notes are an integral part of these financial statements.

ICG ANNUAL REPORT AND ACCOUNTS 2014
CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2014
Group Notes
2014
£m
2013
£m
Profit for the year 137.4 123.8
Available for sale financial assets:
(Loss)/gains arising in the year 7 (1.2) 67.1
Reclassification adjustment for gains recycled to profit (125.7) (7.5)
Exchange differences on translation of foreign operations (0.6) 1.2
(127.5) 60.8
Tax credit/(charge) on items taken directly to or transferred from equity 24 30.8 (11.0)
Other comprehensive (expense)/income for the year (96.7) 49.8
Total comprehensive income for the year 40.7 173.6

Attributable to:
Equity holders of the parent 40.5 174.2
Non controlling interests 0.2 (0.6)
40.7 173.6

Company
2014
£m
2013
£m
Profit for the year 145.2 97.8
Available for sale financial assets:
Gains arising in the year 11.2 4.9
Reclassification adjustment for gains recycled to profit (10.5) –
0.7 4.9
Tax credit/(charge) on items taken directly to or transferred from equity 24 0.1 (1.1)
Other comprehensive income for the year 0.8 3.8
Total comprehensive income for the year 146.0 101.6
The accompanying notes are an integral part of these financial statements.

CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF FINANCIAL POSITION
AS AT 31 MARCH 2014
Notes
2014
Group
£m
2013
Group
£m
2014
Company
£m
2013
Company
£m
NON CURRENT ASSETS
Intangible assets 14 5.7 6.6 – –
Property, plant and equipment 15 4.9 4.6 3.7 3.9
Financial assets: loans, investments and warrants 17 2,080.8 2,695.8 1,470.5 1,942.9
Derivative financial assets 17 5.8 14.7 5.8 14.7
2,097.2 2,721.7 1,480.0 1,961.5
CURRENT ASSETS
Trade and other receivables 18 73.3 53.9 469.5 453.6
Financial assets: loans and investments 19 115.8 30.4 115.8 30.4
Current tax debtor 1.5 0.7 6.2 0.5
Derivative financial assets 19 12.8 40.2 12.8 40.2
Cash and cash equivalents 164.8 52.5 70.5 17.0
368.2 177.7 674.8 541.7
Total assets 2,465.4 2,899.4 2,154.8 2,503.2

EQUITY AND RESERVES
Called up share capital 20 80.4 80.4 80.4 80.4
Share premium account 672.4 671.7 672.4 671.7
Capital redemption reserve 1.4 1.4 1.4 1.4
Own shares reserve 20 (62.4) (45.7) – –
Other reserves 107.0 196.4 60.0 52.4
Retained earnings 709.3 659.0 535.0 468.0
Equity attributable to owners of the Company 1,508.1 1,563.2 1,349.2 1,273.9
Non controlling interest 16 (0.1) (0.3) – –
Total equity 1,508.0 1,562.9 1,349.2 1,273.9

NON CURRENT LIABILITIES
Provisions 21 3.2 3.6 3.2 3.6
Financial liabilities 22 776.4 688.9 457.2 416.2
Derivative financial liabilities 4.8 3.8 4.8 3.8
Deferred tax liabilities 24 21.8 53.1 3.2 8.3
806.2 749.4 468.4 431.9
CURRENT LIABILITIES
Provisions 21 0.4 0.4 0.4 0.4
Trade and other payables 23 122.5 79.0 332.3 317.7
Financial liabilities 22 – 472.4 – 472.4
Current tax creditor 23.8 28.4 – –
Derivative financial liabilities 4.5 6.9 4.5 6.9
151.2 587.1 337.2 797.4
Total liabilities 957.4 1,336.5 805.6 1,229.3
Total equity and liabilities 2,465.4 2,899.4 2,154.8 2,503.2
Company Registration Number: 02234775. The accompanying notes are an integral part of these financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 23 May 2014 and were signed
on its behalf by:

JUSTIN DOWLEY PHILIP KELLER
Director Director
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CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF CASH FLOW
FOR THE YEAR ENDED 31 MARCH 2014

Notes
2014
Group
£m
2013
Group
£m
2014
Company
£m
2013
Company
£m
Operating activities
Interest received 277.1 92.0 209.6 70.2
Fees received 80.3 77.9 22.2 8.9
Dividends received 25.2 4.3 122.4 85.6
Interest paid (37.8) (59.0) (33.7) (51.5)
Cash payments to suppliers and employees (92.7) (101.6) (75.9) (85.7)
(Purchase)/realisation of current financial assets (81.4) 18.7 (82.1) (28.4)
Purchase of loans and investments (512.1) (260.6) (163.3) (161.2)
Recoveries on previously impaired assets 0.8 0.8 0.5 0.8
Proceeds from sale of loans and investments – principal 763.8 128.8 573.9 109.0
Proceeds from sale of loans and investments – gains on
investments 144.8 14.3 14.3 1.2
Cash generated from/(used in) operating activities 568.0 (84.4) 587.9 (51.1)
Taxes paid (28.1) (45.4) (25.4) (43.3)
Net cash generated from/(used in) operating activities 539.9 (129.8) 562.5 (94.4)

Investing activities
Cash flow on behalf of subsidiary undertakings – – (86.8) (66.9)
Purchase of property, plant and equipment 15 (2.7) (1.3) (2.2) (0.8)
Net cash used in investing activities (2.7) (1.3) (89.0) (67.7)

Financing activities
Dividends paid 12 (78.2) (74.9) (78.2) (74.9)
(Decrease)/increase in long term borrowings (383.1) 163.9 (407.6) 291.2
Cash inflow/(outflow) from derivative contracts 80.6 (53.8) 80.6 (53.8)
Net purchase of own shares (27.1) (13.3) – –
Capital contributions from non controlling interests – 0.1 – –
Proceeds on issue of shares 0.7 2.3 0.7 2.3
Net cash (used in)/generated from financing activities (407.1) 24.3 (404.5) 164.8

Net increase/(decrease) in cash 130.1 (106.8) 69.0 2.7
Cash and cash equivalents at beginning of year 41.8 149.8 6.3 3.7
Effect of foreign exchange rate changes (7.1) (1.2) (4.8) (0.1)
Net cash and cash equivalents at end of year 164.8 41.8 70.5 6.3

Presented on the statements of financial position as:
Cash and cash equivalents 164.8 52.5 70.5 17.0
Bank overdraft 22 – (10.7) – (10.7)
Net cash and cash equivalents 164.8 41.8 70.5 6.3
The accompanying notes are an integral part of these financial statements.

ICG ANNUAL REPORT AND ACCOUNTS 2014
CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF CASH FLOW
FOR THE YEAR ENDED 31 MARCH 2014

Notes
2014
Group
£m
2013
Group
£m
2014
Company
£m
2013
Company
£m
Operating activities
Interest received 277.1 92.0 209.6 70.2
Fees received 80.3 77.9 22.2 8.9
Dividends received 25.2 4.3 122.4 85.6
Interest paid (37.8) (59.0) (33.7) (51.5)
Cash payments to suppliers and employees (92.7) (101.6) (75.9) (85.7)
(Purchase)/realisation of current financial assets (81.4) 18.7 (82.1) (28.4)
Purchase of loans and investments (512.1) (260.6) (163.3) (161.2)
Recoveries on previously impaired assets 0.8 0.8 0.5 0.8
Proceeds from sale of loans and investments – principal 763.8 128.8 573.9 109.0
Proceeds from sale of loans and investments – gains on
investments 144.8 14.3 14.3 1.2
Cash generated from/(used in) operating activities 568.0 (84.4) 587.9 (51.1)
Taxes paid (28.1) (45.4) (25.4) (43.3)
Net cash generated from/(used in) operating activities 539.9 (129.8) 562.5 (94.4)

Investing activities
Cash flow on behalf of subsidiary undertakings – – (86.8) (66.9)
Purchase of property, plant and equipment 15 (2.7) (1.3) (2.2) (0.8)
Net cash used in investing activities (2.7) (1.3) (89.0) (67.7)

Financing activities
Dividends paid 12 (78.2) (74.9) (78.2) (74.9)
(Decrease)/increase in long term borrowings (383.1) 163.9 (407.6) 291.2
Cash inflow/(outflow) from derivative contracts 80.6 (53.8) 80.6 (53.8)
Net purchase of own shares (27.1) (13.3) – –
Capital contributions from non controlling interests – 0.1 – –
Proceeds on issue of shares 0.7 2.3 0.7 2.3
Net cash (used in)/generated from financing activities (407.1) 24.3 (404.5) 164.8

Net increase/(decrease) in cash 130.1 (106.8) 69.0 2.7
Cash and cash equivalents at beginning of year 41.8 149.8 6.3 3.7
Effect of foreign exchange rate changes (7.1) (1.2) (4.8) (0.1)
Net cash and cash equivalents at end of year 164.8 41.8 70.5 6.3

Presented on the statements of financial position as:
Cash and cash equivalents 164.8 52.5 70.5 17.0
Bank overdraft 22 – (10.7) – (10.7)
Net cash and cash equivalents 164.8 41.8 70.5 6.3
The accompanying notes are an integral part of these financial statements.

CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2014
Group
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share
based
payments
reserve
£m
Available
for sale
reserve
£m
Own
shares
£m
Retained
earnings
£m
Total
£m
Non
controlling
interest
£m
Total
equity
£m
Balance at 1 April 2013 80.4 671.7 1.4 46.6 149.8 (45.7) 659.0 1,563.2 (0.3) 1,562.9
Profit for the year – – – – – – 137.2 137.2 0.2 137.4
Available for sale financial
assets – – – – (126.9) – – (126.9) – (126.9)
Exchange differences on
translation of foreign
operations – – – (0.1) – – (0.5) (0.6) – (0.6)
Tax on items taken directly to
or transferred from equity – – – – 30.8 – – 30.8 – 30.8
Total comprehensive income
for the year – – – (0.1) (96.1) – 136.7 40.5 0.2 40.7
Own shares acquired in the
year – – – – – (35.4) – (35.4) – (35.4)
Options/awards exercised – 0.7 – (10.5) – 18.7 (8.2) 0.7 – 0.7
Credit for equity settled share
schemes – – – 17.3 – – – 17.3 – 17.3
Dividends paid – – – – – – (78.2) (78.2) – (78.2)
Balance at 31 March 2014 80.4 672.4 1.4 53.3 53.7 (62.4) 709.3 1,508.1 (0.1) 1,508.0

Company
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share based
payments
reserve
£m
Available
for sale
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 April 2013 80.4 671.7 1.4 44.4 8.0 468.0 1,273.9
Profit for the year – – – – – 145.2 145.2
Available for sale financial assets – – – – 0.7 – 0.7
Tax on items taken directly to
or transferred from equity – – – – 0.1 – 0.1
Total comprehensive income for the year – – – – 0.8 145.2 146.0
Options/awards exercised – 0.7 – (10.5) – – (9.8)
Credit for equity settled share schemes – – – 17.3 – – 17.3
Dividends paid – – – – – (78.2) (78.2)
Balance at 31 March 2014 80.4 672.4 1.4 51.2 8.8 535.0 1,349.2
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2014
continued
Group
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share
based
payments
reserve
£m
Available
for sale
reserve
£m
Own
shares
£m
Retained
earnings
£m
Total
£m
Non
controlling
interest
£m
Total
equity
£m
Balance at 1 April 2012 80.0 668.0 1.4 24.7 101.2 (33.0) 608.3 1,450.6 0.1 1,450.7
Profit for the year – – – – – – 124.4 124.4 (0.6) 123.8
Available for sale financial
assets – – – – 59.6 – – 59.6 – 59.6
Exchange differences on
translation of foreign
operations – – – – – – 1.2 1.2 – 1.2
Tax on items taken directly to
or transferred from equity – – – – (11.0) – – (11.0) – (11.0)
Total comprehensive income
for the year – – – – 48.6 – 125.6 174.2 (0.6) 173.6
Own shares acquired in the
year – – – – – (13.3) – (13.3) – (13.3)
Options/awards exercised 0.4 3.7 – (0.9) – 0.6 – 3.8 – 3.8
Capital contribution – – – – – – – – 0.2 0.2
Credit for equity settled
share schemes – – – 22.8 – – – 22.8 – 22.8
Dividends paid – – – – – – (74.9) (74.9) – (74.9)
Balance at 31 March 2013 80.4 671.7 1.4 46.6 149.8 (45.7) 659.0 1,563.2 (0.3) 1,562.9

Company
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share based
payments
reserve
£m
Available
for sale
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 April 2012 80.0 668.0 1.4 23.5 4.2 445.1 1,222.2
Profit for the year – – – – – 97.8 97.8
Available for sale financial assets – – – – 4.9 – 4.9
Tax on items taken directly to
or transferred from equity – – – – (1.1) – (1.1)
Total comprehensive income for the year – – – – 3.8 97.8 101.6
Options/awards exercised 0.4 3.7 – (0.9) – – 3.2
Credit for equity settled share schemes – – – 21.8 – – 21.8
Dividends paid – – – – – (74.9) (74.9)
Balance at 31 March 2013 80.4 671.7 1.4 44.4 8.0 468.0 1,273.9
The accompanying notes are an integral part of these financial statements.
ICG ANNUAL REPORT AND ACCOUNTS 2014
CONSOLIDATED AND PARENT COMPANY
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2014
continued
Group
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share
based
payments
reserve
£m
Available
for sale
reserve
£m
Own
shares
£m
Retained
earnings
£m
Total
£m
Non
controlling
interest
£m
Total
equity
£m
Balance at 1 April 2012 80.0 668.0 1.4 24.7 101.2 (33.0) 608.3 1,450.6 0.1 1,450.7
Profit for the year – – – – – – 124.4 124.4 (0.6) 123.8
Available for sale financial
assets – – – – 59.6 – – 59.6 – 59.6
Exchange differences on
translation of foreign
operations – – – – – – 1.2 1.2 – 1.2
Tax on items taken directly to
or transferred from equity – – – – (11.0) – – (11.0) – (11.0)
Total comprehensive income
for the year – – – – 48.6 – 125.6 174.2 (0.6) 173.6
Own shares acquired in the
year – – – – – (13.3) – (13.3) – (13.3)
Options/awards exercised 0.4 3.7 – (0.9) – 0.6 – 3.8 – 3.8
Capital contribution – – – – – – – – 0.2 0.2
Credit for equity settled
share schemes – – – 22.8 – – – 22.8 – 22.8
Dividends paid – – – – – – (74.9) (74.9) – (74.9)
Balance at 31 March 2013 80.4 671.7 1.4 46.6 149.8 (45.7) 659.0 1,563.2 (0.3) 1,562.9

Company
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Share based
payments
reserve
£m
Available
for sale
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 1 April 2012 80.0 668.0 1.4 23.5 4.2 445.1 1,222.2
Profit for the year – – – – – 97.8 97.8
Available for sale financial assets – – – – 4.9 – 4.9
Tax on items taken directly to
or transferred from equity – – – – (1.1) – (1.1)
Total comprehensive income for the year – – – – 3.8 97.8 101.6
Options/awards exercised 0.4 3.7 – (0.9) – – 3.2
Credit for equity settled share schemes – – – 21.8 – – 21.8
Dividends paid – – – – – (74.9) (74.9)
Balance at 31 March 2013 80.4 671.7 1.4 44.4 8.0 468.0 1,273.9
The accompanying notes are an integral part of these financial statements.
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
1. GENERAL INFORMATION
Intermediate Capital Group plc is incorporated in the United Kingdom with Company registration number 02234775. The registered
office is Juxon House, 100 St Paul’s Churchyard, London EC4M 8BU.
The nature of the Group’s operations and its principal activities are detailed in the Directors’ report.
At the date of signing of these financial statements, certain new standards and interpretations have been issued but are not yet effective
and have not been early adopted by the Group. The Directors are in the process of assessing the impact of the forthcoming standards
on the operations of the Group.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IAS/IFRS)
Accounting periods commencing on or after
IFRS 10 Consolidated Financial Statements 1 January 2014
IFRS 11 Joint Arrangements 1 January 2014
IFRS 12 Disclosure of Interests in Other Entities 1 January 2014
IAS 27 Separate Financial Statements (Amendments) 1 January 2014
IAS 28 Investments in Associate and Joint Ventures (Amendments) 1 January 2014
IFRS 9
Financial Instruments: Classification and Measurement and
Additions to Financial Liability Accounting 1 January 2015
Management are well advanced in their assessment of the impact of IFRS 10, which redefines the principle of control and the
requirements for consolidation. The Group adopted IFRS 13 ‘Fair Value Measurement’ in the current financial year.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use
in the European Union and in compliance with Article 4 of the EU IAS Regulation.
The financial statements have been prepared under the historical cost convention, except for derivative financial instruments and non
derivative financial instruments valued at fair value through profit or loss and available for sale financial assets, valued at fair value
through equity.
The functional and presentational currency of the Group and Company is Sterling.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial
statements, except for the disclosure of fair measurements of financial liabilities, which was revised following the adoption of IFRS 13.
GOING CONCERN
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt the going concern
basis of preparing the financial accounts.
The Directors have made this assessment in light of the £678.3m cash and unutilised debt facilities following a period of high
realisations, no significant bank facilities maturing until 2016, and after reviewing the Group’s latest forecasts for a period of two years
from year end.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in
the Strategic Review on pages 2 to 45. This includes on pages 22 to 27 the Financial Review detailing the financial position of the
Group, its cash flows, liquidity position and borrowing facilities. In addition, note 3 to the financial statements includes the Group’s
objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments
and hedging activities; and its exposures to credit risk and liquidity risk.
The Directors believe that the Group and Company are well placed to manage their business risks successfully in the current economic
environment.
The Directors continually monitor the debt profile of the Group and Company, and seek to refinance senior facilities a substantial period
before they mature. The Group and Company have no facilities due to mature within the next 12 months.

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
BASIS OF CONSOLIDATION
The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities controlled by the Company.
Subsidiaries are all entities over which the Company has the power, directly or indirectly, to control the financial and operating policies.
Subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control
ceases.
Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets,
liabilities and contingent liabilities of the acquired business at their fair value at the acquisition date.
Adjustments are made to the financial statements of subsidiaries to ensure consistency with the accounting policies of the Group.
All intra-group transactions, balances, unrealised income and expenses are eliminated. An associate is an entity over which the Group
has significant influence, but not control, over the financial and operating policy decisions of the entity. A joint venture is an entity over
which the Group shares the power to control the financial and operating policy decisions of the entity. Associates and joint ventures are
classified as fair value through profit or loss and measured in accordance with IAS 39.
Employee Benefit Trust
The Employee Benefit Trust (EBT) acts as a special purpose vehicle, with the purpose of purchasing and holding shares of the Company
for the hedging of future liabilities arising as a result of the employee share based compensation scheme. The EBT is consolidated into
the Group’s financial statements.
Own shares held
Shares of the Company acquired by the EBT for the purpose of hedging share based payment transactions are recognised and held
at cost in the reserve for own shares. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s
own shares.
INVESTMENT IN SUBSIDIARIES
Investments in subsidiaries in the Parent Company Statement of Financial Position are recorded at cost less provision for impairments.
INCOME RECOGNITION
Finance income includes interest income and dividend income. Interest income on financial assets held at amortised cost is measured
using the effective interest rate method.
Dividend income is recognised in the income statement when the Group’s right to receive income is established.
Fair value movements on financial assets comprise gains on disposal of available for sale financial assets and fair value gains on financial
assets at fair value through profit or loss. Both are recognised as incurred.
Fund Management fees and commissions are recognised in the income statement when the related service has been performed.
The Group receives carried interest from the third party funds it manages once those funds exceed a performance target. Carried
interest income is recognised only when all performance conditions have been met.
FINANCE COSTS
Finance costs comprise interest expense on financial liabilities, fair values losses on derivatives and net foreign exchange losses.
Interest expense on financial liabilities held at amortised cost is measured using the effective interest rate method, as outlined on
page 104. The expected life of the liability is based upon the maturity date.
Changes in the fair value of derivatives are recognised in the income statement as incurred.
OPERATING LEASES
Operating lease payments, net of lease incentives, are recognised as an expense in the income statement on a straight line basis over
the lease term.

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
BASIS OF CONSOLIDATION
The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities controlled by the Company.
Subsidiaries are all entities over which the Company has the power, directly or indirectly, to control the financial and operating policies.
Subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control
ceases.
Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets,
liabilities and contingent liabilities of the acquired business at their fair value at the acquisition date.
Adjustments are made to the financial statements of subsidiaries to ensure consistency with the accounting policies of the Group.
All intra-group transactions, balances, unrealised income and expenses are eliminated. An associate is an entity over which the Group
has significant influence, but not control, over the financial and operating policy decisions of the entity. A joint venture is an entity over
which the Group shares the power to control the financial and operating policy decisions of the entity. Associates and joint ventures are
classified as fair value through profit or loss and measured in accordance with IAS 39.
Employee Benefit Trust
The Employee Benefit Trust (EBT) acts as a special purpose vehicle, with the purpose of purchasing and holding shares of the Company
for the hedging of future liabilities arising as a result of the employee share based compensation scheme. The EBT is consolidated into
the Group’s financial statements.
Own shares held
Shares of the Company acquired by the EBT for the purpose of hedging share based payment transactions are recognised and held
at cost in the reserve for own shares. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s
own shares.
INVESTMENT IN SUBSIDIARIES
Investments in subsidiaries in the Parent Company Statement of Financial Position are recorded at cost less provision for impairments.
INCOME RECOGNITION
Finance income includes interest income and dividend income. Interest income on financial assets held at amortised cost is measured
using the effective interest rate method.
Dividend income is recognised in the income statement when the Group’s right to receive income is established.
Fair value movements on financial assets comprise gains on disposal of available for sale financial assets and fair value gains on financial
assets at fair value through profit or loss. Both are recognised as incurred.
Fund Management fees and commissions are recognised in the income statement when the related service has been performed.
The Group receives carried interest from the third party funds it manages once those funds exceed a performance target. Carried
interest income is recognised only when all performance conditions have been met.
FINANCE COSTS
Finance costs comprise interest expense on financial liabilities, fair values losses on derivatives and net foreign exchange losses.
Interest expense on financial liabilities held at amortised cost is measured using the effective interest rate method, as outlined on
page 104. The expected life of the liability is based upon the maturity date.
Changes in the fair value of derivatives are recognised in the income statement as incurred.
OPERATING LEASES
Operating lease payments, net of lease incentives, are recognised as an expense in the income statement on a straight line basis over
the lease term.

EMPLOYEES BENEFITS
Contributions to the Group’s defined contribution pension schemes are charged to the income statement as incurred.
The Group issues compensation to its employees under equity settled share based payment plans. Equity settled share based
payments are measured at the fair value of the awards at grant date. The fair value includes the effect of non market based vesting
conditions. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period. At each balance
sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of non market based vesting
conditions. The impact of the revision of the original estimates, if any, is recognised in the income statement with a corresponding
adjustment to equity.
TAXATION
Tax expense comprises current and deferred tax.
Current tax
Current tax assets and liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting
period, that are unpaid at the balance sheet date.
Deferred tax
Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against which the deferred tax assets can be utilised.
Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of
other assets and liabilities in a transaction, other than a business combination, that affects neither the tax nor the accounting profit.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation,
provided they are enacted or substantially enacted at the balance sheet date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they relate to income taxes levied
by the same taxation authority and the Group intends to settle on a net basis.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where
they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited
directly to equity.
FOREIGN CURRENCIES
Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the date of the transactions.
At each balance sheet date, monetary assets and liabilities denominated in a foreign currency are retranslated at the rates prevailing
at the balance sheet date. Non monetary assets and liabilities denominated in foreign currencies that are measured at fair value are
translated at the rate prevailing at the date the fair value was determined. Non monetary items that are measured at historical cost are
translated using rates prevailing at the date of the transaction.
The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing at the balance sheet date.
Income and expense items are translated using the average exchange rates during the year. Exchange differences arising from the
translation of foreign operations are taken directly to the translation reserve.
FINANCIAL ASSETS
Financial assets are classified into the following categories, as determined on initial recognition:
Financial assets at fair value through profit or loss (FVTPL)
Financial assets at fair value through profit or loss include held for trading derivative financial instruments and debt and equity
instruments designated as fair value through profit or loss.
Financial assets at fair value through profit or loss are initially recognised and subsequently measured at fair value on a recurring basis
with gains or losses arising from changes in fair value recognised in the income statement.

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
FINANCIAL ASSETS CONTINUED
Loans and receivables
Loans and receivables are held at amortised cost. They are non derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They include loans made as part of the Group’s operating activities as well as trade and other
receivables and cash and cash equivalents.
Loans and receivables are initially recognised at fair value including direct and incremental transaction costs and subsequently valued
at amortised cost using the effective interest rate method. The carrying value of loans and receivables is considered a reasonable
approximation of fair value.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short term bank deposits with an original maturity of three months or less.
Available For Sale (AFS)
AFS financial assets are financial assets not classified elsewhere and include listed bonds and listed and unlisted equity instruments.
AFS financial assets are initially recognised at fair value. They are subsequently measured at fair value on a recurring basis with gains
and losses arising from changes in fair value included as a separate component of equity until its sale or impairment, at which time the
cumulative gain or loss previously recognised in equity is recognised in the income statement.
IMPAIRMENT OF FINANCIAL ASSETS
With the exception of financial assets classified as fair value through profit or loss, the Group assesses whether there is objective
evidence that financial assets may be impaired at each balance sheet date. A financial asset is impaired when objective evidence
indicates that a loss event has occurred after the initial recognition of the asset and that the loss event has an impact on the estimated
future flows.
For an investment in an equity instrument held as an AFS financial asset, a significant or prolonged decline in its fair value below cost is
considered objective evidence of impairment.
If an impairment event has occurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows, discounted at the original effective interest rate.
Impairment losses are recognised in the income statement. If the impairment relates to AFS financial assets, the loss is recycled from
equity to the income statement.
With the exception of AFS assets if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through
the income statement to the extent that the carrying value of the investment at the date the impairment is reversed does not exceed
what the amortised cost would have been had the impairment not been recognised.
In respect of AFS financial assets, impairment losses previously recognised in the income statement are not reversed through the
income statement. Any increase in value, subsequent to an impairment loss, is recognised in other comprehensive income.
OFFSETTING OF FINANCIAL ASSETS
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when the Group has a legal
right to offset the amounts and intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously.
FINANCIAL ASSETS HELD FOR SALE
The Group classifies non current financial assets that are expected to be recovered primarily from sale as held for sale. Non current
assets held for sale are initially recognised at cost, and subsequently measured at the lower of their carrying amount and fair value less
costs to sell.
FINANCIAL LIABILITIES
All financial liabilities, with the exception of derivatives, are initially recognised at fair value net of transaction costs and subsequently
measured at amortised cost using the effective interest rate method. Derivative liabilities are categorised as fair value through profit
or loss.
ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
FINANCIAL ASSETS CONTINUED
Loans and receivables
Loans and receivables are held at amortised cost. They are non derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They include loans made as part of the Group’s operating activities as well as trade and other
receivables and cash and cash equivalents.
Loans and receivables are initially recognised at fair value including direct and incremental transaction costs and subsequently valued
at amortised cost using the effective interest rate method. The carrying value of loans and receivables is considered a reasonable
approximation of fair value.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short term bank deposits with an original maturity of three months or less.
Available For Sale (AFS)
AFS financial assets are financial assets not classified elsewhere and include listed bonds and listed and unlisted equity instruments.
AFS financial assets are initially recognised at fair value. They are subsequently measured at fair value on a recurring basis with gains
and losses arising from changes in fair value included as a separate component of equity until its sale or impairment, at which time the
cumulative gain or loss previously recognised in equity is recognised in the income statement.
IMPAIRMENT OF FINANCIAL ASSETS
With the exception of financial assets classified as fair value through profit or loss, the Group assesses whether there is objective
evidence that financial assets may be impaired at each balance sheet date. A financial asset is impaired when objective evidence
indicates that a loss event has occurred after the initial recognition of the asset and that the loss event has an impact on the estimated
future flows.
For an investment in an equity instrument held as an AFS financial asset, a significant or prolonged decline in its fair value below cost is
considered objective evidence of impairment.
If an impairment event has occurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows, discounted at the original effective interest rate.
Impairment losses are recognised in the income statement. If the impairment relates to AFS financial assets, the loss is recycled from
equity to the income statement.
With the exception of AFS assets if, in a subsequent period, the amount of impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through
the income statement to the extent that the carrying value of the investment at the date the impairment is reversed does not exceed
what the amortised cost would have been had the impairment not been recognised.
In respect of AFS financial assets, impairment losses previously recognised in the income statement are not reversed through the
income statement. Any increase in value, subsequent to an impairment loss, is recognised in other comprehensive income.
OFFSETTING OF FINANCIAL ASSETS
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when the Group has a legal
right to offset the amounts and intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously.
FINANCIAL ASSETS HELD FOR SALE
The Group classifies non current financial assets that are expected to be recovered primarily from sale as held for sale. Non current
assets held for sale are initially recognised at cost, and subsequently measured at the lower of their carrying amount and fair value less
costs to sell.
FINANCIAL LIABILITIES
All financial liabilities, with the exception of derivatives, are initially recognised at fair value net of transaction costs and subsequently
measured at amortised cost using the effective interest rate method. Derivative liabilities are categorised as fair value through profit
or loss.

DERIVATIVE FINANCIAL INSTRUMENTS FOR HEDGE ACCOUNTING
The Group holds derivative financial instruments to hedge foreign currency and interest rate exposures. Derivatives, including
embedded derivatives which are not considered to be closely related to the host contract, are recognised at fair value determined
using independent third party valuations or quoted market prices. Changes in fair values of derivatives are recognised immediately in
the income statement.
INTANGIBLE ASSETS
Goodwill
The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair value of the net assets
acquired which is not allocated to individual assets and liabilities is determined to be goodwill. Goodwill is initially measured at cost
and is reviewed at least annually for impairment. Any impairment is recognised immediately in the Group’s income statements and is
not subsequently reversed.
Other intangible assets
Investment management contracts have been identified as separately identifiable intangible assets. These are measured at cost
and are being amortised on a straight line basis over the expected life of the contract. The useful economic life was reassessed
during the year, increasing from four to five years. The asset will continue to be amortised on a straight line basis over the remaining
two years. The charge recognised in the income statement has reduced by £0.3m in the current year.
DIVIDENDS PAID
Dividends paid to the Company’s Shareholders are recognised in the period in which the dividends are declared. In the case of final
dividends, this is when they are approved by the Company’s Shareholders at the AGM. Dividends paid are recognised as a deduction
from equity.
SIGNIFICANT ESTIMATES AND UNCERTAINTIES
The significant accounting estimates used in preparing the financial statements are considered to relate to the determination of fair
values and impairment of financial instruments. The estimates and associated assumptions are based on historical experience and
other relevant factors, and are reviewed on an ongoing basis. Actual results may differ from these estimates.
Determination of fair values
Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm’s
length transaction at measurement date.
The following methods and assumptions are used to estimate the fair values:
AFS financial assets and financial assets at FVTPL
The fair value of equity investments and warrants are based on quoted prices, where available. Where quoted prices are not available,
the fair value is based on recent significant transactions using an earnings based valuation technique.
The valuation techniques applied follow the International Private Equity and Venture Capital valuation guidelines (December 2012) and
include some assumptions which are not supportable by observable market prices or rates. The majority of the portfolio of unquoted
shares and warrants is valued using an earnings based technique.
Earnings multiples are applied to the maintainable earnings of the private company being valued to determine the enterprise value.
From this, the value attributable to the Group is calculated based on its holding in the company after making deductions for higher
ranking instruments in the capital structure.
The Group’s policy is to use reported earnings based on the latest management accounts available from the company, adjusted for non
recurring items. For each company being valued, the earnings multiple is derived from a set of comparable listed companies or relevant
market transaction multiples that have been approved by the Investment Committee. A premium or discount is applied to the earnings
multiple to adjust for points of difference relating to risk and earnings growth prospects between the comparable company set and the
private company being valued. Across the portfolio being valued, the discount applied is generally in a range of 5% to 30% and
exceptionally as high as 63%. The adjusted multiple is the key valuation input which could change fair values significantly if a reasonably
possible alternative assumption was made. The sensitivity analysis of this input is disclosed in note 3.

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FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
SIGNIFICANT ESTIMATES AND UNCERTAINTIES CONTINUED
Other derivatives
The fair value of the derivatives used for hedging purposes is derived from pricing models which take account of the contract terms,
as well as quoted market parameters such as interest rates and volatilities. The Group has loans and receivables with a conversion
option embedded. Given the low probability of conversion by the Group, the value attributed to these embedded derivatives is nil.
Other financial assets and liabilities
Due to their short term nature, the Directors consider the carrying value to be a good approximation of fair value.
Impairment
On a quarterly basis the Investment Committee reviews each asset in the Group’s portfolio. Assets which are underperforming or which
the Committee wishes to receive regular updates on are added to the watch list. During the quarterly review the Committee will identify
any impairment events and subsequently determine the level of impairment required. Typical impairment events include, but are not
limited to, non payment of cash interest, deterioration in trading or a restructuring.
Impairment losses are recognised as the difference between the carrying value of the investment and the discounted value of
management’s best estimates of future cash flow. These estimates take into account the level and quality of the investee’s earnings,
the amount and sources of cash flows, the industry in which the investee operates and the likelihood of cash recovery. Estimating the
quantum and timing of these future proceeds involves significant judgement.
The actual amount of future cash flows and the date that they are received may differ from these estimates and consequently actual
losses incurred may differ from those initially recognised in the financial statements.
Effective interest rate
The effective interest rate is the rate that exactly discounts estimated future cash flows, including agency and arranging fees, over
the expected life of the financial instrument. The expected life of an asset is estimated by the relevant Investment Executive using
knowledge gained from close monitoring of the investment and, where applicable, their presence on the Board.
Provisions and contingent liabilities
Provisions are recognised when it is probable that an outflow of economic resources will be required to settle a current legal or
constructive obligation, which has arisen as a result of a past event, and for which a reliable estimate can be made of the amount of
the obligation.
The Group’s onerous contract provision is measured at the present value of the lower of the ongoing cost of the contract and its
expected termination cost.
The Group’s contingent liabilities include potential amounts, if any, for legal claims arising in the course of business. Contingent liabilities
are possible obligations that arise from past events whose existence will be confirmed by the occurrence or non occurrence of one or
more uncertain events not wholly within the control of the Group.
Contingent liabilities are not recognised in the financial statements but are disclosed unless the possibility of an outflow of economic
resources is remote.
3. FINANCIAL RISK MANAGEMENT
The Board of Directors have overall responsibility for the establishment and oversight of the Group’s risk management framework.
There are systems of controls in place to create an acceptable balance between the potential costs, should such a risk occur, and the
cost of managing those risks. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions
and the Group’s activities.
The Group has exposure to the following risks arising from financial instruments:
– market risk
– liquidity risk
– credit risk
This section provides details of the Group’s approach to financial risks and describes the methods used by the Board to mitigate and
control such risk.
ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
SIGNIFICANT ESTIMATES AND UNCERTAINTIES CONTINUED
Other derivatives
The fair value of the derivatives used for hedging purposes is derived from pricing models which take account of the contract terms,
as well as quoted market parameters such as interest rates and volatilities. The Group has loans and receivables with a conversion
option embedded. Given the low probability of conversion by the Group, the value attributed to these embedded derivatives is nil.
Other financial assets and liabilities
Due to their short term nature, the Directors consider the carrying value to be a good approximation of fair value.
Impairment
On a quarterly basis the Investment Committee reviews each asset in the Group’s portfolio. Assets which are underperforming or which
the Committee wishes to receive regular updates on are added to the watch list. During the quarterly review the Committee will identify
any impairment events and subsequently determine the level of impairment required. Typical impairment events include, but are not
limited to, non payment of cash interest, deterioration in trading or a restructuring.
Impairment losses are recognised as the difference between the carrying value of the investment and the discounted value of
management’s best estimates of future cash flow. These estimates take into account the level and quality of the investee’s earnings,
the amount and sources of cash flows, the industry in which the investee operates and the likelihood of cash recovery. Estimating the
quantum and timing of these future proceeds involves significant judgement.
The actual amount of future cash flows and the date that they are received may differ from these estimates and consequently actual
losses incurred may differ from those initially recognised in the financial statements.
Effective interest rate
The effective interest rate is the rate that exactly discounts estimated future cash flows, including agency and arranging fees, over
the expected life of the financial instrument. The expected life of an asset is estimated by the relevant Investment Executive using
knowledge gained from close monitoring of the investment and, where applicable, their presence on the Board.
Provisions and contingent liabilities
Provisions are recognised when it is probable that an outflow of economic resources will be required to settle a current legal or
constructive obligation, which has arisen as a result of a past event, and for which a reliable estimate can be made of the amount of
the obligation.
The Group’s onerous contract provision is measured at the present value of the lower of the ongoing cost of the contract and its
expected termination cost.
The Group’s contingent liabilities include potential amounts, if any, for legal claims arising in the course of business. Contingent liabilities
are possible obligations that arise from past events whose existence will be confirmed by the occurrence or non occurrence of one or
more uncertain events not wholly within the control of the Group.
Contingent liabilities are not recognised in the financial statements but are disclosed unless the possibility of an outflow of economic
resources is remote.
3. FINANCIAL RISK MANAGEMENT
The Board of Directors have overall responsibility for the establishment and oversight of the Group’s risk management framework.
There are systems of controls in place to create an acceptable balance between the potential costs, should such a risk occur, and the
cost of managing those risks. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions
and the Group’s activities.
The Group has exposure to the following risks arising from financial instruments:
– market risk
– liquidity risk
– credit risk
This section provides details of the Group’s approach to financial risks and describes the methods used by the Board to mitigate and
control such risk.
MARKET RISK
Market risk includes exposure to interest rates and foreign currency.
Interest rate risk
The Group’s assets include both fixed and floating rate loans and non interest bearing equity investments. The Group’s operations are
financed with a combination of its Shareholders’ funds, bank borrowings, private placement notes, public bonds, and fixed and floating
rate notes. The Group manages its exposure to market interest rate movements by matching, to the extent possible, the interest rate
profiles of assets and liabilities and by using derivative financial instruments. As a result, the Group does not have material financial
exposure to interest rate movements. The sensitivity of assets and liabilities to interest rate risk is disclosed below. The Group’s
sensitivity to movements is assumed by applying 100 basis points sensitivity to interest rates to the Group’s forecast model.
Sensitivity to interest rate risk
2014 2013

Floating
£m
Fixed
£m
Total
£m
Floating
£m
Fixed
£m
Total
£m
Financial assets 1,167.4 1,267.3 2,434.7 1,376.6 1,616.0 2,992.6
Financial liabilities (509.4) (393.1) (902.5) (1,030.8) (404.2) (1,435.0)
The sensitivity of floating rate financial assets to the 100 basis points interest rate increase is £8.6m (2013: £13.0m) and the sensitivity of
financial liabilities to the same interest rate increase is £3.9m (2013: £7.7m). There is no interest rate risk exposure on fixed rate financial
assets or liabilities.
Foreign exchange risk
The Group is exposed to currency risk in relation to the translation of net assets, currency transactions and the translation of net assets,
and income statement of foreign subsidiaries. The Group’s most significant exposures are to the Euro and the US dollar. Exposure to
market currency risk is managed by matching assets with liabilities to the extent possible and through the use of derivative instruments.
The Group regards its interest in overseas subsidiaries as long term investments. Consequently it does not normally hedge the
translation effect of exchange rate movements on the financial statements of these businesses.
The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily
denominated in Euro and US dollar. Fund management fee income is hedged to provide more certainty over the value of future
cash inflows.
The sensitivity to movements in exchange rates is assumed by applying a percentage measure, based on the volatility of the applicable
currency, as defined in the Group’s treasury policy, to the net currency asset or liability at the balance sheet date.
The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net
assets/(liabilities) by currency and the sensitivity of the balances to foreign exchange rates are shown below:
2014

Net statement
of financial
position
exposure
£m
Forward
exchange
contracts
£m
Net exposure
£m
Sensitivity to
strengthening
%
Increase
in net assets
£m
Sterling (48.4) 1,386.1 1,337.7 – –
Euro 1,258.4 (1,093.5) 164.9 15 24.7
US dollar 107.3 (95.9) 11.4 20 2.3
Other currencies 214.9 (187.4) 27.5 10-25 –
1,532.2 9.3 1,541.5 – 27.0

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
MARKET RISK CONTINUED
Foreign exchange risk continued
2013

Net statement
of financial
position
exposure
£m
Forward
exchange
contracts
£m
Net exposure
£m
Sensitivity to
strengthening
%
Increase
in net assets
£m
Sterling (208.4) 1,668.7 1,460.3 – –
Euro 1,340.6 (1,240.4) 100.2 15 15.0
US dollar 136.8 (92.7) 44.1 20 8.8
Other currencies 319.2 (292.4) 26.8 – –
1,588.2 43.2 1,631.4 – 23.8
The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.
LIQUIDITY RISK
The Group manages its liquidity risk by maintaining headroom on its financing facilities, particularly its bank facilities.
The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and
interest payments. Future interest and principal cash flows have been calculated based on exchange rates and floating rate interest
rates as at 31 March 2014. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March
2014 until contractual maturity.
Liquidity profile
Contractual maturity analysis
Total
£m As at 31 March 2014
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
Non derivative financial liabilities
Private placements 19.3 31.9 302.8 49.2 403.2
Listed notes and bonds 9.3 9.3 104.0 85.0 207.6
Unsecured bank debt 0.7 0.7 20.1 – 21.5
Floating rate secured notes 2.1 2.1 6.1 131.5 141.8
Secured bank debt 0.5 9.6 – – 10.1
US CLO loan notes 39.1 3.9 11.8 250.0 304.8
Derivative financial instruments
Derivative financial instruments (12.1) (4.5) 5.1 – (11.5)
58.9 53.0 449.9 515.7 1,077.5
As at 31 March 2014 the Group has unutilised debt facilities of £678.3m (2013: £355.0m) which consists of undrawn debt of £594.3m
(2013: £333.0m) and £84.0m (2013: £22.0m) of unencumbered cash. Unencumbered cash excludes £80.8m (2013: £18.8m) of
restricted cash held principally by Intermediate Finance II plc and ICG US CLO 2014-1 Limited.

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
MARKET RISK CONTINUED
Foreign exchange risk continued
2013

Net statement
of financial
position
exposure
£m
Forward
exchange
contracts
£m
Net exposure
£m
Sensitivity to
strengthening
%
Increase
in net assets
£m
Sterling (208.4) 1,668.7 1,460.3 – –
Euro 1,340.6 (1,240.4) 100.2 15 15.0
US dollar 136.8 (92.7) 44.1 20 8.8
Other currencies 319.2 (292.4) 26.8 – –
1,588.2 43.2 1,631.4 – 23.8
The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.
LIQUIDITY RISK
The Group manages its liquidity risk by maintaining headroom on its financing facilities, particularly its bank facilities.
The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and
interest payments. Future interest and principal cash flows have been calculated based on exchange rates and floating rate interest
rates as at 31 March 2014. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March
2014 until contractual maturity.
Liquidity profile
Contractual maturity analysis
Total
£m As at 31 March 2014
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
Non derivative financial liabilities
Private placements 19.3 31.9 302.8 49.2 403.2
Listed notes and bonds 9.3 9.3 104.0 85.0 207.6
Unsecured bank debt 0.7 0.7 20.1 – 21.5
Floating rate secured notes 2.1 2.1 6.1 131.5 141.8
Secured bank debt 0.5 9.6 – – 10.1
US CLO loan notes 39.1 3.9 11.8 250.0 304.8
Derivative financial instruments
Derivative financial instruments (12.1) (4.5) 5.1 – (11.5)
58.9 53.0 449.9 515.7 1,077.5
As at 31 March 2014 the Group has unutilised debt facilities of £678.3m (2013: £355.0m) which consists of undrawn debt of £594.3m
(2013: £333.0m) and £84.0m (2013: £22.0m) of unencumbered cash. Unencumbered cash excludes £80.8m (2013: £18.8m) of
restricted cash held principally by Intermediate Finance II plc and ICG US CLO 2014-1 Limited.

Contractual maturity analysis
As at 31 March 2013
Less than
one year
£m
One to
two years
£m
Two to
five years
£m
More than
five years
£m
Total
£m
Non derivative financial liabilities
Private placements 160.5 12.8 182.7 67.8 423.8
Listed notes and bonds 7.5 7.5 22.4 127.5 164.9
Unsecured bank debt 326.1 75.1 33.3 – 434.5
Floating rate secured notes 3.7 3.7 11.0 303.1 321.5
Derivative financial instruments
Derivative financial instruments (39.6) (7.7) (5.6) (0.4) (53.3)
458.2 91.4 243.8 498.0 1,291.4
The Group’s policy is to maintain continuity of funding. Due to the long term nature of the Group’s assets, the Group seeks to ensure
that the maturity of its debt instruments is matched to the expected maturity of its assets. This has been achieved by the ongoing
private placement programme with notes maturing between one and five years, short term borrowings under bank facilities, two public
bonds and by issuing floating and fixed rate notes.
During the year, the Group has continued its policy of diversifying the sources and term of its borrowings. This is demonstrated by
the establishment of the $150m private placements notes in May 2013 and the Medium Term Note (MTN) Programme in March 2014.
The Group issued its first notes off this programme in March 2014 (€50m) and the establishment of this programme demonstrates the
importance that the Group places of raising capital markets’ borrowings to fund the Group’s activities.
CREDIT RISK
Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual obligations. This risk is
principally in connection with the Group’s loans and receivables due from portfolio companies.
This risk is mitigated by the disciplined credit procedures that the Investment Committee have in place prior to making an investment
and the ongoing monitoring of that investment throughout its lifespan. In addition, the risk of significant credit loss is further mitigated by
Group’s policy to diversify its investment portfolio in terms of geography and industry sector and to limit the amount invested in any
single company.
Exposure to credit risk

2014
£m
2013
£m
Non current financial assets 2,080.8 2,695.8
Trade and other receivables 73.3 53.9
Current financial assets 115.8 30.4
Cash and cash equivalents 164.8 52.5
Net derivative instruments 9.3 44.2
2,444.0 2,876.8

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
CREDIT RISK CONTINUED
Exposure to credit risk continued
The Group minimises its surplus operational cash balance by the regular forecasting of cash flow requirements, debt management
and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in accordance with the Group’s
treasury policy which provides limits on exposures with any single financial institution.
The Directors consider the Group’s credit exposure to trade and other receivables and current assets held for sale to be low and as
such no further analysis has been presented.
Maximum exposure to credit risk by geography

2014
£m
2013
£m
UK 603.9 718.1
Europe 1,058.7 1,558.9
North America 313.9 132.7
Asia Pacific 104.3 286.1
2,080.8 2,695.8
The Group’s exposure to the Euro is mitigated by the use of foreign exchange derivatives’ contracts, see page 105. This exposure is
derived from the Group’s investment portfolio being weighted towards Europe and in particular France. This is reflective of the historical
focus of the business, however the recent investment pattern has been more geographically diverse. The investment portfolio is not
exposed to any single industry, with investments diversified across sectors.
IMPAIRMENT LOSSES
Group Company
Impairment
2014
£m
2013
£m
2014
£m
2013
£m
Balance at 1 April 549.2 517.0 414.9 353.1
Charged to income statement 116.3 141.1 89.5 96.3
Impairment arising through restructuring of assets 17.3 – 11.6 –
Recovery of previously impaired assets (21.2) (61.1) (18.2) (40.1)
Assets written off in year (311.2) (56.7) (290.2) –
Foreign exchange (8.7) 8.9 (4.4) 5.6
Balance at 31 March 341.7 549.2 203.2 414.9
The carrying amount of financial assets represents the Directors’ assessment of the maximum credit risk exposure of the Group and
Company at the balance sheet date. Impairment losses taken during the year reflect the decline in recoverability on individual assets,
either as a result of company specific or of general macroeconomic conditions.
The Directors believe that credit risk as a result of the concentration of significant counterparties is low as there is no individual
counterparty comprising more than 10% of the Group’s total exposure. The Group’s largest individual exposure at 31 March 2014 was
£114.7m to Applus+ (2013: £120.0m to Medi Partenaires).

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
CREDIT RISK CONTINUED
Exposure to credit risk continued
The Group minimises its surplus operational cash balance by the regular forecasting of cash flow requirements, debt management
and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in accordance with the Group’s
treasury policy which provides limits on exposures with any single financial institution.
The Directors consider the Group’s credit exposure to trade and other receivables and current assets held for sale to be low and as
such no further analysis has been presented.
Maximum exposure to credit risk by geography

2014
£m
2013
£m
UK 603.9 718.1
Europe 1,058.7 1,558.9
North America 313.9 132.7
Asia Pacific 104.3 286.1
2,080.8 2,695.8
The Group’s exposure to the Euro is mitigated by the use of foreign exchange derivatives’ contracts, see page 105. This exposure is
derived from the Group’s investment portfolio being weighted towards Europe and in particular France. This is reflective of the historical
focus of the business, however the recent investment pattern has been more geographically diverse. The investment portfolio is not
exposed to any single industry, with investments diversified across sectors.
IMPAIRMENT LOSSES
Group Company
Impairment
2014
£m
2013
£m
2014
£m
2013
£m
Balance at 1 April 549.2 517.0 414.9 353.1
Charged to income statement 116.3 141.1 89.5 96.3
Impairment arising through restructuring of assets 17.3 – 11.6 –
Recovery of previously impaired assets (21.2) (61.1) (18.2) (40.1)
Assets written off in year (311.2) (56.7) (290.2) –
Foreign exchange (8.7) 8.9 (4.4) 5.6
Balance at 31 March 341.7 549.2 203.2 414.9
The carrying amount of financial assets represents the Directors’ assessment of the maximum credit risk exposure of the Group and
Company at the balance sheet date. Impairment losses taken during the year reflect the decline in recoverability on individual assets,
either as a result of company specific or of general macroeconomic conditions.
The Directors believe that credit risk as a result of the concentration of significant counterparties is low as there is no individual
counterparty comprising more than 10% of the Group’s total exposure. The Group’s largest individual exposure at 31 March 2014 was
£114.7m to Applus+ (2013: £120.0m to Medi Partenaires).

FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
The information set out below provides information about how the Group determines fair values of various financial assets and
financial liabilities.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities
– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (i.e. unobservable inputs)
This is followed by a more detailed analysis of the financial instruments which are based on unobservable inputs (Level 3 assets).
The subsequent tables provide reconciliations of movement in their fair value during the year split by asset category and by geography.
The Group is required to provide disclosures at a more detailed level than by asset category, segregating each asset category by sector
or geography. The Group has chosen to present financial instruments by geography as the diverse nature of the Group’s assets makes
any disclosure of assets by industry less meaningful to the Group’s risk profile than geographical factors. In the first year of adoption
there is no requirement to provide comparative geographical information.
Financial assets/
financial liabilities
Fair value as at
31 March 2014
£m
Fair
value
hierarchy Valuation techniques and inputs Significant unobservable inputs
Relationship of
unobservable inputs to
fair value
Investments
excluding
CLOs and
funds
260.3 Level 3 Earnings based technique.
The earnings multiple is derived from a
set of comparable listed companies or
relevant market transaction multiples.
A premium or discount is applied to the
earnings multiple to adjust for points of
difference relating to risk and earnings
growth prospects between the
Earnings multiples are applied to the
maintainable earnings to determine the
enterprise value. From this, the value
attributable to the Group is calculated
based on its holding in the company after
making deductions for higher ranking
instruments in the capital structure.
To determine the value of warrants,
the exercise price is deducted from
the equity value
The discount applied is
generally in a range of 5%
to 30% and exceptionally
as high as 63%.
A premium has been
applied to three assets in
the range of 15% to 43%.
The earnings multiple is
9 to 15, and exceptionally
a high as 34 and as low
as 4
The higher the
adjusted multiple, the
higher the valuation
Investments in
funds
275.4 Level 3 The Net Asset Value (NAV) of the fund
is based on the underlying investments
which are held either as FVTPL assets
or as loans and receivables initially
recognised at fair value and subsequently
valued at amortised cost. The carrying
value of loans and receivables held at
amortised cost are considered a
reasonable approximation of fair value.
We have reviewed the underlying valuation
techniques and consider them to be in line
with the Group’s
The NAV of the underlying
fund, typically calculated
under IFRS
The higher the NAV,
the higher the fair value
comparable company set and the
private company being valued.
generally in the range of
108 / 109
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FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
Financial assets/
financial liabilities
Fair value as at
31 March 2014
£m
Fair
value
hierarchy Valuation techniques and inputs Significant unobservable inputs
Relationship of
unobservable inputs to
fair value
Listed credit
fund
investments
110.9 Level 1 Quoted bid prices in an active market n/a n/a
Unlisted CLO
investments
174.4 Level 3 Discounted cash flow at a discount rate
of 8%. The following assumptions are
applied to each investment’s cashflows:
4% annual default rate, 15% annual
prepayment rate, 50% recovery rate for
senior loans and 0% recovery rate for
remainder
For new investments where models are
not yet available, external valuations are
obtained
Discounted cash flows The higher the cash
flows the higher the
fair value.
The higher the
discount, the lower
the fair value
US CLO
investments
191.0 Level 2 The fair value has been determined using
independent broker quotes based on
observable inputs
n/a n/a
US CLO loan
notes
(189.6) Level 3 The loan notes have significant
unobservable inputs as they trade
infrequently. The fair value of the
loan notes is determined primarily
by reference to a market value of the
underlying assets in the CLO structures
which are determined using independent
broker quotes based on observable
inputs. These liabilities will be transferred
to level 2 once the notes start trading and
there are market prices available
The CLO loan notes are
limited recourse debt
obligations payable solely
from the underlying
collateral of the CLO.
The loan notes therefore
provide a return equal
to the residual economic
value of the underlying
collateral
The higher the residual
economic value of the
underlying collateral
the higher the fair value
Intelsat 31.6 Level 1
(2013:
Level 3)
Intelsat listed a proportion of their
shares on the New York Stock Exchange,
providing an external basis for valuing the
Group’s investment
n/a n/a
Derivatives 9.3 Level 2 The Group uses widely recognised
valuation models for determining the fair
values of over-the-counter interest rate
swaps and forward foreign exchange
contracts. The most frequently applied
valuation techniques include forward
pricing and swap models, using present
value calculations. The valuations are
market observable, internally calculated
and verified to externally sourced data and
are therefore included within level 2
n/a n/a
Total 863.3

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
Financial assets/
financial liabilities
Fair value as at
31 March 2014
£m
Fair
value
hierarchy Valuation techniques and inputs Significant unobservable inputs
Relationship of
unobservable inputs to
fair value
Listed credit
fund
investments
110.9 Level 1 Quoted bid prices in an active market n/a n/a
Unlisted CLO
investments
174.4 Level 3 Discounted cash flow at a discount rate
of 8%. The following assumptions are
applied to each investment’s cashflows:
4% annual default rate, 15% annual
prepayment rate, 50% recovery rate for
senior loans and 0% recovery rate for
remainder
For new investments where models are
not yet available, external valuations are
obtained
Discounted cash flows The higher the cash
flows the higher the
fair value.
The higher the
discount, the lower
the fair value
US CLO
investments
191.0 Level 2 The fair value has been determined using
independent broker quotes based on
observable inputs
n/a n/a
US CLO loan
notes
(189.6) Level 3 The loan notes have significant
unobservable inputs as they trade
infrequently. The fair value of the
loan notes is determined primarily
by reference to a market value of the
underlying assets in the CLO structures
which are determined using independent
broker quotes based on observable
inputs. These liabilities will be transferred
to level 2 once the notes start trading and
there are market prices available
The CLO loan notes are
limited recourse debt
obligations payable solely
from the underlying
collateral of the CLO.
The loan notes therefore
provide a return equal
to the residual economic
value of the underlying
collateral
The higher the residual
economic value of the
underlying collateral
the higher the fair value
Intelsat 31.6 Level 1
(2013:
Level 3)
Intelsat listed a proportion of their
shares on the New York Stock Exchange,
providing an external basis for valuing the
Group’s investment
n/a n/a
Derivatives 9.3 Level 2 The Group uses widely recognised
valuation models for determining the fair
values of over-the-counter interest rate
swaps and forward foreign exchange
contracts. The most frequently applied
valuation techniques include forward
pricing and swap models, using present
value calculations. The valuations are
market observable, internally calculated
and verified to externally sourced data and
are therefore included within level 2
n/a n/a
Total 863.3

2014

Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets at FVTPL
Designated as FVTPL
– UK 110.9 – 373.6 484.5
– US – 191.0 4.6 195.6
– France – – 73.9 73.9
– Australia – – 16.4 16.4
– Germany – – 6.5 6.5
– Other – – 14.8 14.8
110.9 191.0 489.8 791.7
Derivative financial instruments – warrants
– France – – 8.7 8.7
– Denmark – – 3.8 3.8
– Germany – – 3.8 3.8
– UK – – 2.2 2.2
– – 18.5 18.5
AFS financial assets held at fair value
– France – – 63.7 63.7
– UK 31.6 – 50.5 82.1
– Australia – – 34.0 34.0
– US – – 14.5 14.5
– Other – – 39.1 39.1
31. 6 – 201.8 233.4
Other derivative financial instruments – 18.6 – 18.6
142.5 209.6 710.1 1,062.2
Financial liabilities at FVTPL
– US CLO loan notes – – 189.6 189.6
Derivative financial liabilities – 9.3 – 9.3
– 9.3 189.6 198.9
The only transfers between levels in the current year arose on one asset which listed a proportion of their shares on the New York Stock
Exchange providing an external basis for valuing the Group’s instruments. As a result the instruments were transferred from Level 3 to
Level 1.

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NOTES TO THE ACCOUNTS
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continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
2013

Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets at FVTPL
Designated as FVTPL 103.7 – 190.7 294.4
Derivative financial instruments – warrants – – 40.2 40.2
AFS financial assets held at fair value – – 350.5 350.5
Other derivative financial instruments – 54.9 – 54.9
103.7 54.9 581.4 740.0
Financial liabilities at FVTPL
Derivative financial liabilities – 10.7 – 10.7
Reconciliation of Level 3 fair value measurements of financial assets
The tables detail the movements in financial assets valued using the Level 3 basis of measurement in aggregate.
Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange is
included within finance costs. Within other comprehensive income, fair value movements and foreign exchange are included within fair
value movements.

Financial
assets at
FVTPL
£m
Derivative
financial
instruments
– warrants
£m
AFS
assets
£m
Total
£m
At 1 April 2013 190.7 40.2 350.5 581.4
Transfer to Level 1 – – (38.0) (38.0)
Total gains or losses in the income statement
– Realised gains (16.9) (11.2) (125.7) (153.8)
– Fair value gains 20.6 7.3 – 27.9
– Foreign exchange (15.4) 2.5 – (12.9)
Total gains or losses in other comprehensive income
– Unrealised gains – – 8.5 8.5
– Foreign exchange – – (17.0) (17.0)
Purchases 293.2 – 19.7 312.9
Realisations (24.7) – (18.5) (43.2)
Conversion debt to equity 41.0 – 3.3 44.3
Exercise of options 1.3 (20.3) 19.0 –
At 31 March 2014 489.8 18.5 201.8 710.1

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
2013

Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets at FVTPL
Designated as FVTPL 103.7 – 190.7 294.4
Derivative financial instruments – warrants – – 40.2 40.2
AFS financial assets held at fair value – – 350.5 350.5
Other derivative financial instruments – 54.9 – 54.9
103.7 54.9 581.4 740.0
Financial liabilities at FVTPL
Derivative financial liabilities – 10.7 – 10.7
Reconciliation of Level 3 fair value measurements of financial assets
The tables detail the movements in financial assets valued using the Level 3 basis of measurement in aggregate.
Within the income statement, realised gains and fair value movements are included within gains on investments, and foreign exchange is
included within finance costs. Within other comprehensive income, fair value movements and foreign exchange are included within fair
value movements.

Financial
assets at
FVTPL
£m
Derivative
financial
instruments
– warrants
£m
AFS
assets
£m
Total
£m
At 1 April 2013 190.7 40.2 350.5 581.4
Transfer to Level 1 – – (38.0) (38.0)
Total gains or losses in the income statement
– Realised gains (16.9) (11.2) (125.7) (153.8)
– Fair value gains 20.6 7.3 – 27.9
– Foreign exchange (15.4) 2.5 – (12.9)
Total gains or losses in other comprehensive income
– Unrealised gains – – 8.5 8.5
– Foreign exchange – – (17.0) (17.0)
Purchases 293.2 – 19.7 312.9
Realisations (24.7) – (18.5) (43.2)
Conversion debt to equity 41.0 – 3.3 44.3
Exercise of options 1.3 (20.3) 19.0 –
At 31 March 2014 489.8 18.5 201.8 710.1

Financial
assets at
FVTPL
£m
Derivative
financial
instruments
– warrants
£m
AFS
assets
£m
Total
£m
At 1 April 2012 57.4 32.6 283.4 373.4
Total gains or losses in the income statement
– Impairments – – 2.4 2.4
– Fair value gains 40.8 9.9 – 50.7
– Foreign exchange 2.9 0.9 – 3.8
Total gains or losses in other comprehensive income
– Unrealised gains – – 50.9 50.9
– Realised gains – – 11.5 11.5
– Foreign exchange – – 10.7 10.7
Purchases 93.2 – 2.3 95.5
Realisations (3.5) (0.6) (13.5) (17.6)
Transfers between assets (0.1) – 0.2 0.1
Exercise of options – (2.6) 2.6 –
At 31 March 2013 190.7 40.2 350.5 581.4
The level 3 fair value movements by geography are as follows:
Financial assets at FVTPL
UK
£m
US
£m
France
£m
Australia
£m
Germany
£m
Other
£m
Total
£m
At 1 April 2013 117.7 5.7 32.4 28.6 – 6.3 190.7
Total gains or losses in the
income statement
– Realised gains (11.8) – – (4.6) – (0.5) (16.9)
– Fair value gains 16.1 (0.7) 0.9 (0.5) – 4.8 20.6
– Foreign exchange (6.4) (0.4) (2.2) (5.7) (0.4) (0.3) (15.4)
Purchases 276.2 – 1.8 3.7 7.1 4.4 293.2
Realisations (18.2) – (1.2) (5.1) (0.2) – (24.7)
Conversion debt to equity – – 40.9 – – 0.1 41.0
Exercise of options – – 1.3 – – – 1.3
At 31 March 2014 373.6 4.6 73.9 16.4 6.5 14.8 489.8

Derivative financial instruments – warrants
France
£m
Denmark
£m
Germany
£m
UK
£m
Other
£m
Total
£m
At 1 April 2013 9.8 3.8 5.0 5.5 16.1 40.2
Total gains or losses in the
income statement
– Realised gains (0.2) – (0.6) (7.7) (2.7) (11.2)
– Fair value gains 0.6 – (0.4) 4.4 2.7 7.3
– Foreign exchange (0.2) – (0.2) – 2.9 2.5
Exercise of options (1.3) – – – (19.0) (20.3)
At 31 March 2014 8.7 3.8 3.8 2.2 – 18.5

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
Reconciliation of Level 3 fair value measurements of financial assets continued
AFS assets
France
£m
UK
£m
US
£m
Australia
£m
Other
£m
Total
£m
At 1 April 2013 64.3 161.1 54.8 36.0 34.3 350.5
Transfer to Level 1 – – (38.0) – – (38.0)
Total gains or losses in the
income statement
– Realised gains (0.8) (120.4) – (3.6) (0.9) (125.7)
Total gains or losses in other
comprehensive income
– Unrealised gains 4.2 20.5 (0.9) (18.7) 3.4 8.5
– Foreign exchange (1.5) (0.7) (1.4) (12.8) (0.6) (17.0)
Purchases 0.1 4.3 – 15.2 0.1 19.7
Realisations (2.6) (14.3) – (1.1) (0.5) (18.5)
Conversion debt to equity – – – – 3.3 3.3
Exercise of options – – – 19.0 – 19.0
At 31 March 2014 63.7 50.5 14.5 34.0 39.1 201.8
Reconciliation of Level 3 fair value measurements of financial liabilities
This table details the movements in financial liabilities valued using the Level 3 basis of measurement in aggregate.
Financial liabilities at FVTPL – US CLO loan notes £m
At 1 April 2013 –
Total gains or losses in other comprehensive income
– Unrealised gains 1.8
Purchases 187.8
At 31 March 2014 189.6
FAIR VALUE
The following table shows the sensitivity of fair values grouped in Level 3 to adjusted earnings multiples in the valuation models,
for a selection of the largest financial assets. It is assumed that the multiple was changed by 10% while all the other variables were
held constant.

Sensitivity of financial asset to
adjusted earnings multiple
Financial assets at fair value
Value in
accounts
£m
+10%
£m
–10%
£m
2014
Financial assets designated as FVTPL 489.8 553.5 426.1
Derivative financial instruments held at fair value – warrants 18.5 23.9 13.1
AFS financial assets held at fair value 201.8 234.9 168.7
710.1 812.3 607.9
2013
Financial assets designated as FVTPL 190.7 207.7 173.7
Derivative financial instruments held at fair value – warrants 40.2 47.5 32.8
AFS financial assets held at fair value 350.5 380.1 320.9
581.4 635.3 527.4
ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION CONTINUED
Reconciliation of Level 3 fair value measurements of financial assets continued
AFS assets
France
£m
UK
£m
US
£m
Australia
£m
Other
£m
Total
£m
At 1 April 2013 64.3 161.1 54.8 36.0 34.3 350.5
Transfer to Level 1 – – (38.0) – – (38.0)
Total gains or losses in the
income statement
– Realised gains (0.8) (120.4) – (3.6) (0.9) (125.7)
Total gains or losses in other
comprehensive income
– Unrealised gains 4.2 20.5 (0.9) (18.7) 3.4 8.5
– Foreign exchange (1.5) (0.7) (1.4) (12.8) (0.6) (17.0)
Purchases 0.1 4.3 – 15.2 0.1 19.7
Realisations (2.6) (14.3) – (1.1) (0.5) (18.5)
Conversion debt to equity – – – – 3.3 3.3
Exercise of options – – – 19.0 – 19.0
At 31 March 2014 63.7 50.5 14.5 34.0 39.1 201.8
Reconciliation of Level 3 fair value measurements of financial liabilities
This table details the movements in financial liabilities valued using the Level 3 basis of measurement in aggregate.
Financial liabilities at FVTPL – US CLO loan notes £m
At 1 April 2013 –
Total gains or losses in other comprehensive income
– Unrealised gains 1.8
Purchases 187.8
At 31 March 2014 189.6
FAIR VALUE
The following table shows the sensitivity of fair values grouped in Level 3 to adjusted earnings multiples in the valuation models,
for a selection of the largest financial assets. It is assumed that the multiple was changed by 10% while all the other variables were
held constant.

Sensitivity of financial asset to
adjusted earnings multiple
Financial assets at fair value
Value in
accounts
£m
+10%
£m
–10%
£m
2014
Financial assets designated as FVTPL 489.8 553.5 426.1
Derivative financial instruments held at fair value – warrants 18.5 23.9 13.1
AFS financial assets held at fair value 201.8 234.9 168.7
710.1 812.3 607.9
2013
Financial assets designated as FVTPL 190.7 207.7 173.7
Derivative financial instruments held at fair value – warrants 40.2 47.5 32.8
AFS financial assets held at fair value 350.5 380.1 320.9
581.4 635.3 527.4

DERIVATIVES
The Group utilises the following derivative instruments for economic hedging purposes:
Group and Company 2014 Group and Company 2013

Contract or
underlying
principal
amount
£m
Fair values Contract or
underlying
principal
amount
£m
Fair values
Asset
£m
Liability
£m
Asset
£m
Liability
£m
Foreign exchange derivatives
Forward foreign exchange contracts 1,568.5 12.1 (4.5) 1,588.3 33.6 (6.8)
Cross currency swaps 85.2 2.7 (4.8) 139.1 11.6 (3.8)
Interest rate swaps 33.2 3.8 – 134.7 9.7 (0.1)
Total 1,686.9 18.6 (9.3) 1,862.1 54.9 (10.7)
Included in derivative financial instruments is accrued interest on swaps of £0.7m (2013: £1.1m).
CAPITAL MANAGEMENT
The primary objectives of the Group’s capital management are to ensure that the Group complies with externally imposed capital
requirements by the Financial Conduct Authority (FCA) and ensure that the Group maximises the return to shareholders through the
optimisation of the debt and equity balance. The Group’s strategy has remained unchanged from the year ended 31 March 2013.
The capital structure comprises debts, which includes the borrowings disclosed in note 22, cash and cash equivalents, and capital and
reserves of the parent company, comprising called up share capital, reserves and retained earnings as disclosed in the Consolidated
Statement of Changes in Equity.
The Group has complied with the imposed minimum capital throughout the year. The full Pillar 3 disclosures are available on the
Company’s website www.icgplc.com.
4. PROFIT OF PARENT COMPANY
As permitted by section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these
financial statements. The parent company’s profit for the year amounted to £145.2m (2013: £97.8m).
5. BUSINESS AND GEOGRAPHICAL SEGMENTS
For management purposes, the Group is currently organised into two distinct business groups, the Fund Management Company (FMC)
and the Investment Company (IC). Segment information about these businesses is presented below. This is as reviewed by the
Executive Committee, with the exception of £14.4m relating to gains on the investment in ICG Europe Fund V. This is presented below
in gains on investments, whereas it is included within net interest income for internal reporting purposes.
The Group reports the profit of the FMC separately from the profits generated by the IC. The FMC is defined as the operating unit and
as such incurs the majority of the Group’s costs, including the cost of the investment network, i.e. the Investment Executives and the
local offices, as well as the cost of most support functions, primarily information technology, human resources and marketing.
The IC is charged a management fee of 1% of the carrying value of the average investment portfolio by the FMC and this is shown
below as fee income. The costs of finance, treasury and portfolio administration teams, and the costs related to being a listed entity,
are allocated to the IC. The remuneration of the Managing Directors is allocated equally to the FMC and the IC.

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
5. BUSINESS AND GEOGRAPHICAL SEGMENTS CONTINUED
ANALYSIS OF INCOME AND PROFIT BEFORE TAX
Year ended 31 March 2014
Europe
Mezzanine
£m
Europe
Credit
£m
Asia
Pacific
£m
US
£m
Total
FMC
£m
IC
£m
Total
£m
External fee income 55.6 18.9 4.4 – 78.9 – 78.9
Inter-segmental fee 16.0 2.2 1.5 1.0 20.7 (20.7) –
Fund management fee income 71.6 21.1 5.9 1.0 99.6 (20.7) 78.9
Other operating income – 6.9 6.9
Gains on investments – 149.4 149.4
Net interest income (0.4) 133.8 133.4
Dividend income 1.3 19.7 21.0
Net fair value loss on derivatives – (16.4) (16.4)
100.5 272.7 373.2
Impairment – (112.4) (112.4)
Staff costs (23.5) (6.8) (30.3)
Incentive scheme costs (13.6) (22.6) (36.2)
Other administrative expenses (28.4) (7.2) (35.6)
Profit before tax 35.0 123.7 158.7

Year ended 31 March 2013
Europe
Mezzanine
£m
Europe
Credit
£m
Asia
Pacific
£m
US
£m
Total
FMC
£m
IC
£m
Total
£m
External fee income 51.4 19.2 6.8 – 77.4 – 77.4
Inter-segmental fee 19.3 0.5 2.6 0.9 23.3 (23.3) –
Fund management fee income 70.7 19.7 9.4 0.9 100.7 (23.3) 77.4
Other operating income – 1.4 1.4
Gains on investments – 73.0 73.0
Net interest income (0.4) 159.7 159.3
Dividend income 1.9 2.4 4.3
Net fair value loss on derivatives – (5.7) (5.7)
102.2 207.5 309.7
Impairment – (80.0) (80.0)
Staff costs (20.9) (3.0) (23.9)
Incentive scheme costs (14.6) (18.1) (32.7)
Other administrative expenses (26.3) (4.2) (30.5)
Profit before tax 40.4 102.2 142.6

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
5. BUSINESS AND GEOGRAPHICAL SEGMENTS CONTINUED
ANALYSIS OF INCOME AND PROFIT BEFORE TAX
Year ended 31 March 2014
Europe
Mezzanine
£m
Europe
Credit
£m
Asia
Pacific
£m
US
£m
Total
FMC
£m
IC
£m
Total
£m
External fee income 55.6 18.9 4.4 – 78.9 – 78.9
Inter-segmental fee 16.0 2.2 1.5 1.0 20.7 (20.7) –
Fund management fee income 71.6 21.1 5.9 1.0 99.6 (20.7) 78.9
Other operating income – 6.9 6.9
Gains on investments – 149.4 149.4
Net interest income (0.4) 133.8 133.4
Dividend income 1.3 19.7 21.0
Net fair value loss on derivatives – (16.4) (16.4)
100.5 272.7 373.2
Impairment – (112.4) (112.4)
Staff costs (23.5) (6.8) (30.3)
Incentive scheme costs (13.6) (22.6) (36.2)
Other administrative expenses (28.4) (7.2) (35.6)
Profit before tax 35.0 123.7 158.7

Year ended 31 March 2013
Europe
Mezzanine
£m
Europe
Credit
£m
Asia
Pacific
£m
US
£m
Total
FMC
£m
IC
£m
Total
£m
External fee income 51.4 19.2 6.8 – 77.4 – 77.4
Inter-segmental fee 19.3 0.5 2.6 0.9 23.3 (23.3) –
Fund management fee income 70.7 19.7 9.4 0.9 100.7 (23.3) 77.4
Other operating income – 1.4 1.4
Gains on investments – 73.0 73.0
Net interest income (0.4) 159.7 159.3
Dividend income 1.9 2.4 4.3
Net fair value loss on derivatives – (5.7) (5.7)
102.2 207.5 309.7
Impairment – (80.0) (80.0)
Staff costs (20.9) (3.0) (23.9)
Incentive scheme costs (14.6) (18.1) (32.7)
Other administrative expenses (26.3) (4.2) (30.5)
Profit before tax 40.4 102.2 142.6

RECONCILIATION OF BALANCE SHEET POSITION REPORTED TO THE EXECUTIVE COMMITTEE TO THE POSITION
REPORTED UNDER IFRS
Included under the ‘Adjustments’ heading in the table below are the investments in ICG Europe Fund V and ICG US CLO 2014-1.
For internal reporting purposes the interest owed on Fund V investments is presented within debtors whereas under IFRS it is included
within the value of the investment. The US CLO is presented as a fair value investment for internal reporting purposes, whereas the
statutory financial statements present the US CLO on a fully consolidated basis.
2014 2013

Internally
reported
£m
Adjustments
£m
Financial
statements
£m
Internally
reported
£m
Adjustments
£m
Financial
statements
£m
Financial assets 1,907.7 173.1 2,080.8 2,695.1 0.7 2,695.8
Other assets 333.2 51.4 384.6 204.3 (0.7) 203.6
Total assets 2,240.9 224.5 2,465.4 2,899.4 – 2,899.4

Financial liabilities 586.8 189.6 776.4 1,161.3 – 1,161.3
Other liabilities 146.1 34.9 181.0 175.2 – 175.2
Total liabilities 732.9 224.5 957.4 1,336.5 – 1,336.5

Equity 1,508.0 – 1,508.0 1,562.9 – 1,562.9
Total equity and liabilities 2,240.9 224.5 2,465.4 2,899.4 – 2,899.4
ANALYSIS OF FINANCIAL ASSETS BY GEOGRAPHICAL SEGMENT

2014
£m
2013
£m
Europe 1,662.6 2,277.0
Asia Pacific 104.3 286.1
North America 313.9 132.7
2,080.8 2,695.8
GROUP REVENUE BY GEOGRAPHICAL SEGMENT

2014
£m
2013
£m
Europe 388.0 313.4
Asia Pacific 36.3 50.2
North America 10.3 6.8
434.6 370.4

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
6. FINANCE INCOME AND FINANCE COSTS
GROUP FINANCE INCOME
2014
£m
2013
£m
Interest income recognised under the amortised cost method 177.9 214.2
Dividend income from equity investments 21.0 4.3
Interest on bank deposits 0.5 0.1
199.4 218.6
Interest income on interest bearing loans and investments includes £10.2m (2013: £17.2m) accrued on impaired loans.
GROUP FINANCE COSTS
2014
£m
2013
£m
Interest expense recognised under the amortised cost method 30.6 39.6
Net fair value movements on derivatives 16.4 5.7
Arrangement and commitment fees 14.4 15.4
61.4 60.7
7. GAINS AND LOSSES ARISING ON INVESTMENTS
GAINS AND LOSSES ARISING ON AFS FINANCIAL ASSETS RECOGNISED IN OTHER COMPREHENSIVE INCOME

2014
£m
2013
£m
Realised gains on ordinary shares recycled to profit (125.7) (11.5)
Impairments of AFS financial assets recycled to profit – 4.0
Net gains recycled to profit (125.7) (7.5)
Gains and losses arising on AFS financial assets
– Fair value movement on equity instruments (1.6) 58.8
– Fair value movement on other assets 7.2 1.7
Foreign exchange (6.8) 6.6
(Losses)/gains arising in the AFS reserve in the year (1.2) 67.1
GAINS AND LOSSES ARISING ON INVESTMENTS RECOGNISED IN THE INCOME STATEMENT

2014
£m
2013
£m
Realised gains on warrants 11.2 0.8
Realised gains on assets designated as FVTPL 16.9 1.8
Realised gains of AFS financial assets recycled from AFS reserves 125.7 11.5
Realised gains on other assets 0.3 –
154.1 14.1
Unrealised gains and losses on assets designated as FVTPL
– Fair value movement on equity instruments 10.1 39.3
– Fair value movement on warrants (6.3) 9.5
– Fair value movement on other assets 4.8 10.1
8.6 58.9
Fair value movements on FVTPL financial assets 162.7 73.0
Realised losses on amortised cost assets (13.3) –
Gains on investments 149.4 73.0
The fair value movement on equity instruments includes £0.9m (2013: £nil) relating to the Group’s US CLO.

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
6. FINANCE INCOME AND FINANCE COSTS
GROUP FINANCE INCOME
2014
£m
2013
£m
Interest income recognised under the amortised cost method 177.9 214.2
Dividend income from equity investments 21.0 4.3
Interest on bank deposits 0.5 0.1
199.4 218.6
Interest income on interest bearing loans and investments includes £10.2m (2013: £17.2m) accrued on impaired loans.
GROUP FINANCE COSTS
2014
£m
2013
£m
Interest expense recognised under the amortised cost method 30.6 39.6
Net fair value movements on derivatives 16.4 5.7
Arrangement and commitment fees 14.4 15.4
61.4 60.7
7. GAINS AND LOSSES ARISING ON INVESTMENTS
GAINS AND LOSSES ARISING ON AFS FINANCIAL ASSETS RECOGNISED IN OTHER COMPREHENSIVE INCOME

2014
£m
2013
£m
Realised gains on ordinary shares recycled to profit (125.7) (11.5)
Impairments of AFS financial assets recycled to profit – 4.0
Net gains recycled to profit (125.7) (7.5)
Gains and losses arising on AFS financial assets
– Fair value movement on equity instruments (1.6) 58.8
– Fair value movement on other assets 7.2 1.7
Foreign exchange (6.8) 6.6
(Losses)/gains arising in the AFS reserve in the year (1.2) 67.1
GAINS AND LOSSES ARISING ON INVESTMENTS RECOGNISED IN THE INCOME STATEMENT

2014
£m
2013
£m
Realised gains on warrants 11.2 0.8
Realised gains on assets designated as FVTPL 16.9 1.8
Realised gains of AFS financial assets recycled from AFS reserves 125.7 11.5
Realised gains on other assets 0.3 –
154.1 14.1
Unrealised gains and losses on assets designated as FVTPL
– Fair value movement on equity instruments 10.1 39.3
– Fair value movement on warrants (6.3) 9.5
– Fair value movement on other assets 4.8 10.1
8.6 58.9
Fair value movements on FVTPL financial assets 162.7 73.0
Realised losses on amortised cost assets (13.3) –
Gains on investments 149.4 73.0
The fair value movement on equity instruments includes £0.9m (2013: £nil) relating to the Group’s US CLO.

8. IMPAIRMENT OF ASSETS

2014
£m
2013
£m
Impairment on loans and receivables
New and increased 116.7 50.6
Write off 16.9 86.4
Recoveries (21.2) (58.7)
Total net impairment on loans and receivables 112.4 78.3

Impairment on AFS financial assets
New and increased – 2.0
Write off – 2.1
Recoveries – (2.4)
Total net impairment on AFS financial assets – 1.7
112.4 80.0
9. ADMINISTRATIVE EXPENSES
Administrative expenses include:
2014
£m
2013
£m
Staff costs 66.5 56.6
Amortisation and depreciation 3.3 3.5
Operating lease expenses 3.8 3.6
Auditor’s remuneration 1.1 1.1
Auditor remuneration includes fees for audit and non audit services payable to the Group’s and Company’s auditor, Deloitte LLP and
are analysed as follows:

2014
£m
2013
£m
AUDIT FEES
Group audit of the annual accounts 0.4 0.2
The audit of subsidiaries annual accounts 0.3 0.3
Total audit fees 0.7 0.5
Non audit fees in capacity as auditors 0.1 0.1
OTHER NON AUDIT FEES
Taxation compliance services 0.1 0.1
Other taxation advisory services 0.2 0.2
Corporation finance transactions – 0.2
Total other non audit fees 0.3 0.5
Total auditor’s remuneration 1.1 1.1

(58.7) (58.7)
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NOTES TO THE ACCOUNTS
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continued
10. EMPLOYEES AND DIRECTORS

2014
£m
2013
£m
Directors’ emoluments 3.2 1.9

Employee costs during the year including Directors:
Wages and salaries 61.5 53.1
Social security costs 3.3 2.1
Pension costs 1.7 1.4
66.5 56.6
The average number of employees (including Directors) was:
2014 2013
Investment Executives 85 72
ICG Longbow 17 12
Infrastructure 90 74
Directors 3 3
195 161
The performance related element included in wages and salaries is £36.2m (2013: £32.7m). This is derived from the annual bonus
scheme, the Omnibus Plan and the Balance Sheet Carry Scheme.
11. TAX EXPENSE
Analysis of tax on ordinary activities
2014
£m
2013
£m
Current tax
Current year 31.4 30.9
Prior year adjustment (3.5) (10.9)
27.9 20.0
Deferred taxation
Current year (5.4) 2.6
Prior year adjustment (1.2) (3.8)
(6.6) (1.2)
Tax on profit on ordinary activities 21.3 18.8

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
10. EMPLOYEES AND DIRECTORS

2014
£m
2013
£m
Directors’ emoluments 3.2 1.9

Employee costs during the year including Directors:
Wages and salaries 61.5 53.1
Social security costs 3.3 2.1
Pension costs 1.7 1.4
66.5 56.6
The average number of employees (including Directors) was:
2014 2013
Investment Executives 85 72
ICG Longbow 17 12
Infrastructure 90 74
Directors 3 3
195 161
The performance related element included in wages and salaries is £36.2m (2013: £32.7m). This is derived from the annual bonus
scheme, the Omnibus Plan and the Balance Sheet Carry Scheme.
11. TAX EXPENSE
Analysis of tax on ordinary activities
2014
£m
2013
£m
Current tax
Current year 31.4 30.9
Prior year adjustment (3.5) (10.9)
27.9 20.0
Deferred taxation
Current year (5.4) 2.6
Prior year adjustment (1.2) (3.8)
(6.6) (1.2)
Tax on profit on ordinary activities 21.3 18.8

2014
£m
2013
£m
Profit on ordinary activities before tax 158.7 142.6
Profit before tax multiplied by the rate of corporation tax in the UK of 23% (2013: 24%) 36.5 34.2
Effects of:
Non deductible expenditure 3.5 (0.1)
Current year risk provision (credit)/charge – current tax (11.8) 0.8
Current year risk provision charge – deferred tax 3.2 –
Tax losses not recognised – 1.8
Prior year adjustment to deferred tax (1.2) (3.8)
Changes in statutory tax rates (0.5) (0.5)
Overseas tax credit (4.9) (2.7)
Prior year adjustment to current tax (3.5) (10.9)
Current tax charge for the year 21.3 18.8
The current year tax charge is lower than the standard rate of corporation tax of 23%. This is due to the current year reduction in tax risk
provisions of £8.6m and the difference of £4.9m between overseas and UK tax rates. The tax charge for the prior year was lower than
the standard rate of corporation tax of 24%. This was principally due to a prior year adjustment of £9.0m credit relating to termination
payments made under the Medium Term Incentive Scheme.
EMPLOYEE BENEFIT TRUST
The Group has utilised an Employee Benefit Trust (EBT) to make awards to employees. The treatment of awards made through these
structures, whilst widely used, has been disputed by HMRC. In 2011 HMRC launched the EBT Settlement Opportunity. The Group
has participated in this opportunity and expects to agree a settlement during the current financial year.
As part of the settlement, the Group will receive a corporate tax credit on the total amounts settled. The income tax and employees’
national insurance liabilities lie with the beneficiaries and this will remain the case for those beneficiaries who do not settle under the
2011 EBT Settlement Opportunity, who may also be liable for penalties and interest. At the balance sheet date the number of
beneficiaries who will opt to settle their liability was unknown and as a result no corporate tax asset has been recognised in the
year ended 31 March 2014. Based on current expectations, the corporate tax credit is likely to be in the range of £nil to £24m.
The Group will pay interest and employers’ national insurance on the amounts settled by the beneficiaries. Based on current
expectations this liability is expected to be in the range of £nil to £14m, of which an accrual of £12m is held on the balance sheet.
12. DIVIDENDS
2014 2013

Per share
pence £m
Per share
pence £m
Ordinary dividends paid
Final 13.7 52.8 13.0 50.5
Interim 6.6 25.4 6.3 24.4
20.3 78.2 19.3 74.9
The proposed final dividend for the year ended 31 March 2014 is 14.4p per share (2013: 13.7p per share) which will amount to £57.9m
(2013: £52.8m). Of the £78.2m (2013: £74.9m) of dividends paid, £0.1m of dividends were reinvested under the dividend reinvestment
plan that was offered to shareholders (2013: £nil).

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continued
13. EARNINGS PER SHARE
Earnings
2014
£m
2013
£m
Earnings for the purposes of basic and diluted earnings per share being net profit attributable
to equity holders of the Parent 137.2 124.4

Number of shares 2014 2013
Weighted average number of ordinary shares for the purposes of basic earnings per share 384,828,814 387,528,665
Effect of dilutive potential ordinary shares share options 135,969 46,245
Weighted average number of ordinary shares for the purposes of diluted earnings per share 384,964,783 387,574,910

Earnings per share (EPS) 35.7p 32.1p
Diluted earnings per share 35.6p 32.1p
14. INTANGIBLE ASSETS
Goodwill
Investment
Management
Contract Total
Group
2014
£m
2013
£m
2014
£m
2013
£m
2014
£m
2013
£m
Cost
At 1 April 4.3 4.3 5.1 5.1 9.4 9.4
Additions – – – – – –
At 31 March 4.3 4.3 5.1 5.1 9.4 9.4

Amortisation and impairment losses
At 1 April – – 2.8 1.6 2.8 1.6
Charge for the year – – 0.9 1.2 0.9 1.2
At 31 March – – 3.7 2.8 3.7 2.8

Net book value at 31 March 4.3 4.3 1.4 2.3 5.7 6.6
In December 2010, the Group acquired a 51% equity interest in Longbow Real Estate Capital LLP for a consideration of £4.3m.
There were no identifiable assets or liabilities acquired, resulting in goodwill of £4.3m. This is assessed annually for impairment. Also in
December 2010, Intermediate Capital Managers Limited, a subsidiary company, paid £5.1m to acquire an investment management
contract from Resource Europe. The useful economic life of the intangible asset was reassessed during the year, increasing from four
to five years. The asset will continue to be amortised on a straight line basis over the remaining two years.

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
13. EARNINGS PER SHARE
Earnings
2014
£m
2013
£m
Earnings for the purposes of basic and diluted earnings per share being net profit attributable
to equity holders of the Parent 137.2 124.4

Number of shares 2014 2013
Weighted average number of ordinary shares for the purposes of basic earnings per share 384,828,814 387,528,665
Effect of dilutive potential ordinary shares share options 135,969 46,245
Weighted average number of ordinary shares for the purposes of diluted earnings per share 384,964,783 387,574,910

Earnings per share (EPS) 35.7p 32.1p
Diluted earnings per share 35.6p 32.1p
14. INTANGIBLE ASSETS
Goodwill
Investment
Management
Contract Total
Group
2014
£m
2013
£m
2014
£m
2013
£m
2014
£m
2013
£m
Cost
At 1 April 4.3 4.3 5.1 5.1 9.4 9.4
Additions – – – – – –
At 31 March 4.3 4.3 5.1 5.1 9.4 9.4

Amortisation and impairment losses
At 1 April – – 2.8 1.6 2.8 1.6
Charge for the year – – 0.9 1.2 0.9 1.2
At 31 March – – 3.7 2.8 3.7 2.8

Net book value at 31 March 4.3 4.3 1.4 2.3 5.7 6.6
In December 2010, the Group acquired a 51% equity interest in Longbow Real Estate Capital LLP for a consideration of £4.3m.
There were no identifiable assets or liabilities acquired, resulting in goodwill of £4.3m. This is assessed annually for impairment. Also in
December 2010, Intermediate Capital Managers Limited, a subsidiary company, paid £5.1m to acquire an investment management
contract from Resource Europe. The useful economic life of the intangible asset was reassessed during the year, increasing from four
to five years. The asset will continue to be amortised on a straight line basis over the remaining two years.

15. PROPERTY, PLANT AND EQUIPMENT
Group Company

2014
£m
2013
£m
2014
£m
2013
£m
Furniture and equipment
Cost
At 1 April 12.0 11.5 10.6 10.0
Additions 2.7 0.5 2.2 0.6
At 31 March 14.7 12.0 12.8 10.6
Depreciation
At 1 April 9.1 7.6 7.8 5.9
Charge for the year 2.0 1.5 2.0 1.9
At 31 March 11.1 9.1 9.8 7.8
Net book value 3.6 2.9 3.0 2.8

Short leasehold premises
Cost
At 1 April 5.5 4.7 4.2 4.0
Additions – 0.8 – 0.2
At 31 March 5.5 5.5 4.2 4.2
Depreciation
At 1 April 3.8 3.0 3.1 2.9
Charge for the year 0.4 0.8 0.4 0.2
At 31 March 4.2 3.8 3.5 3.1
Net book value 1.3 1.7 0.7 1.1

Total net book value 4.9 4.6 3.7 3.9

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NOTES TO THE ACCOUNTS
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continued
16. NON CONTROLLING INTERESTS
The Group has consolidated the following companies which have non controlling interests:
2014 2013
% Non
controlling
interest £m
% Non
controlling
interest £m
Longbow Real Estate Capital LLP 49 (0.1) 49 (0.3)
LREC Partners Investments No.2 Ltd 41 – 41 –
As at 31 March (0.1) (0.3)

2014
£m
2013
£m
Profit/(loss) retained for the year 0.2 (0.6)
17. FINANCIAL ASSETS – NON CURRENT
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Loans and receivables held at amortised cost 1,037.2 2,010.7 713.6 1,479.0
Investment in subsidiaries – – 436.5 270.9
AFS financial assets held at fair value 233.4 350.5 52.7 45.0
Financial assets designated as FVTPL 791.7 294.4 261.7 136.3
Derivative financial instruments held at fair value – warrants 18.5 40.2 6.0 11.7
2,080.8 2,695.8 1,470.5 1,942.9
Other derivative financial instruments held at fair value 5.8 14.7 5.8 14.7
2,086.6 2,710.5 1,476.3 1,957.6
Included with financial assets designated as FVTPL is £232.0m (2013: £85.0m) relating to the Group’s 20% investment in ICG Europe
Fund V Limited, an investment fund incorporated in Jersey. A further £25.9m (2013: £nil) relates to the Group’s investments in Via
Location and Parkeon. During the year, these two portfolio companies underwent a restructuring which resulted in the Group acquiring
joint control of these investments. Prior to this, the Group’s investment in these assets had been classified as loans and receivables held
at amortised cost.
Financial assets designated as FVTPL includes £191.0m (2013: £nil) relating to the Group’s US CLO.
The movement in AFS financial assets during the year is set out below:
Group Company
AFS financial assets
2014
£m
2013
£m
2014
£m
2013
£m
Balance at 1 April 350.5 283.4 45.0 39.8
Realised gains recycled to the income statement (125.7) – (10.5) –
Unrealised gains 5.5 65.0 11.4 4.9
Purchases 19.7 2.3 11.3 0.8
Realisations (18.5) (10.9) (3.9) (1.2)
Conversion debt to equity 3.3 – 0.2 –
Exercise of options 19.0 – – –
Foreign exchange (20.4) 10.7 (0.8) 0.7
Balance at 31 March 233.4 350.5 52.7 45.0

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
16. NON CONTROLLING INTERESTS
The Group has consolidated the following companies which have non controlling interests:
2014 2013
% Non
controlling
interest £m
% Non
controlling
interest £m
Longbow Real Estate Capital LLP 49 (0.1) 49 (0.3)
LREC Partners Investments No.2 Ltd 41 – 41 –
As at 31 March (0.1) (0.3)

2014
£m
2013
£m
Profit/(loss) retained for the year 0.2 (0.6)
17. FINANCIAL ASSETS – NON CURRENT
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Loans and receivables held at amortised cost 1,037.2 2,010.7 713.6 1,479.0
Investment in subsidiaries – – 436.5 270.9
AFS financial assets held at fair value 233.4 350.5 52.7 45.0
Financial assets designated as FVTPL 791.7 294.4 261.7 136.3
Derivative financial instruments held at fair value – warrants 18.5 40.2 6.0 11.7
2,080.8 2,695.8 1,470.5 1,942.9
Other derivative financial instruments held at fair value 5.8 14.7 5.8 14.7
2,086.6 2,710.5 1,476.3 1,957.6
Included with financial assets designated as FVTPL is £232.0m (2013: £85.0m) relating to the Group’s 20% investment in ICG Europe
Fund V Limited, an investment fund incorporated in Jersey. A further £25.9m (2013: £nil) relates to the Group’s investments in Via
Location and Parkeon. During the year, these two portfolio companies underwent a restructuring which resulted in the Group acquiring
joint control of these investments. Prior to this, the Group’s investment in these assets had been classified as loans and receivables held
at amortised cost.
Financial assets designated as FVTPL includes £191.0m (2013: £nil) relating to the Group’s US CLO.
The movement in AFS financial assets during the year is set out below:
Group Company
AFS financial assets
2014
£m
2013
£m
2014
£m
2013
£m
Balance at 1 April 350.5 283.4 45.0 39.8
Realised gains recycled to the income statement (125.7) – (10.5) –
Unrealised gains 5.5 65.0 11.4 4.9
Purchases 19.7 2.3 11.3 0.8
Realisations (18.5) (10.9) (3.9) (1.2)
Conversion debt to equity 3.3 – 0.2 –
Exercise of options 19.0 – – –
Foreign exchange (20.4) 10.7 (0.8) 0.7
Balance at 31 March 233.4 350.5 52.7 45.0

18. TRADE AND OTHER RECEIVABLES
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Other receivables 52.8 29.7 21.7 10.0
Amount owed by Group companies – – 439.0 432.3
Prepayments 20.5 24.2 8.8 11.3
73.3 53.9 469.5 453.6
19. FINANCIAL ASSETS – CURRENT
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Loans and investments held for sale 115.8 30.4 115.8 30.4
Other derivative financial instruments held at fair value 12.8 40.2 12.8 40.2
128.6 70.6 128.6 70.6
20. CALLED UP SHARE CAPITAL AND OWN SHARES RESERVE
Group and Company
2014
£m
2013
£m
Allotted, called up and fully paid
402,242,770 (2013: 402,056,200) ordinary shares of 20p 80.4 80.4
The own shares reserve represents the cost of shares in ICG plc purchased in the market and held by the EBT, to hedge future liabilities
arising under long term incentive plans. The movement in the year is as follows:
2014
£m
2013
£m
2014
Number
2013
Number
At 1 April 45.7 33.0 15,689,104 11,935,406
Purchased 35.4 13.3 7,831,555 3,984,457
Options/awards exercised (18.7) (0.6) (6,065,317) (230,759)
As at 31 March 62.4 45.7 17,455,342 15,689,104
The number of shares held by the EBT at the balance sheet date represented 4.3% (2013: 3.9%) of the parent company’s allotted,
called up and fully paid share capital.
21. PROVISIONS
Group and Company
Onerous
lease
£m
At 1 April 2013 4.0
Utilisation of provision (0.6)
Unwinding of discount 0.2
As at 31 March 2014 3.6

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continued
21. PROVISIONS CONTINUED
The provisions are expected to mature in the following time periods:
Group and Company
2014
£m
2013
£m
Less than one year 0.4 0.4
One to five years 2.3 2.3
Greater than five years 0.9 1.3
Total greater than one year 3.2 3.6
As at 31 March 3.6 4.0
The Group holds onerous lease provisions of £3.6m (2013: £4.0m) against certain leaseholds in connection with surplus space.
The provision for these onerous lease contracts has been made taking into account residual lease commitments, other outgoings
and sub-letting arrangements. It is envisaged that the provisions will be utilised on an even basis until 2021.
22. FINANCIAL LIABILITIES
2014 2013
Group
Current
£m
Non current
£m
Current
£m
Non current
£m
Liabilities held at amortised cost:
– Private placements – 283.9 142.9 198.3
– Listed notes and bonds – 153.5 – 113.5
– Unsecured bank debt – 19.8 318.8 104.4
– Secured bank debt – 9.3 – –
– Floating rate secured notes – 120.3 – 272.7
Liabilities held at FVTPL:
– US CLO loan notes – 189.6 – –
Bank overdraft – – 10.7 –
– 776.4 472.4 688.9
The floating rate notes are secured on the debt portfolio of a subsidiary company, Intermediate Finance II plc.
The US CLO loan notes were issued by the Group’s US CLO which closed on 4 March 2014. The Group acquired the entire equity of
the CLO and has been assessed to control the vehicle requiring it to be consolidated in these Group financial statements. The assets of
the US CLO are shown with financial assets (see note 17). The net exposure on the Company balance sheet is $40.9m (£24.5m)
representing the investment made by the Company into the CLO.
2014 2013
Company
Current
£m
Non current
£m
Current
£m
Non current
£m
Liabilities held at amortised cost:
– Private placements – 283.9 142.9 198.3
– Listed notes and bonds – 153.5 – 113.5
– Unsecured bank debt – 19.8 318.8 104.4
Bank overdraft – – 10.7 –
– 457.2 472.4 416.2

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
21. PROVISIONS CONTINUED
The provisions are expected to mature in the following time periods:
Group and Company
2014
£m
2013
£m
Less than one year 0.4 0.4
One to five years 2.3 2.3
Greater than five years 0.9 1.3
Total greater than one year 3.2 3.6
As at 31 March 3.6 4.0
The Group holds onerous lease provisions of £3.6m (2013: £4.0m) against certain leaseholds in connection with surplus space.
The provision for these onerous lease contracts has been made taking into account residual lease commitments, other outgoings
and sub-letting arrangements. It is envisaged that the provisions will be utilised on an even basis until 2021.
22. FINANCIAL LIABILITIES
2014 2013
Group
Current
£m
Non current
£m
Current
£m
Non current
£m
Liabilities held at amortised cost:
– Private placements – 283.9 142.9 198.3
– Listed notes and bonds – 153.5 – 113.5
– Unsecured bank debt – 19.8 318.8 104.4
– Secured bank debt – 9.3 – –
– Floating rate secured notes – 120.3 – 272.7
Liabilities held at FVTPL:
– US CLO loan notes – 189.6 – –
Bank overdraft – – 10.7 –
– 776.4 472.4 688.9
The floating rate notes are secured on the debt portfolio of a subsidiary company, Intermediate Finance II plc.
The US CLO loan notes were issued by the Group’s US CLO which closed on 4 March 2014. The Group acquired the entire equity of
the CLO and has been assessed to control the vehicle requiring it to be consolidated in these Group financial statements. The assets of
the US CLO are shown with financial assets (see note 17). The net exposure on the Company balance sheet is $40.9m (£24.5m)
representing the investment made by the Company into the CLO.
2014 2013
Company
Current
£m
Non current
£m
Current
£m
Non current
£m
Liabilities held at amortised cost:
– Private placements – 283.9 142.9 198.3
– Listed notes and bonds – 153.5 – 113.5
– Unsecured bank debt – 19.8 318.8 104.4
Bank overdraft – – 10.7 –
– 457.2 472.4 416.2

23. TRADE AND OTHER PAYABLES
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Trade payables 3.6 1.9 1.8 0.9
Accruals 117.8 75.7 70.5 59.5
Amounts owed to Group companies – – 259.0 255.9
Social security tax 1.1 1.4 1.0 1.4
122.5 79.0 332.3 317.7
Included within accruals are £34.9m (2013: £nil) relating to the Group’s US CLO.
24. DEFERRED TAX
Group
Other
derivatives
£m
Warrants and
investments
£m
Remuneration
deductible
as paid
£m
Other
temporary
differences
£m
Total
£m
At 31 March 2012 17.2 31.3 (5.1) (0.1) 43.3
Prior year adjustment (1.8) 2.1 (3.9) (0.2) (3.8)
Charge to equity – 11.0 – – 11.0
(Credit)/charge to income (1.7) 8.8 (4.5) – 2.6
At 31 March 2013 13.7 53.2 (13.5) (0.3) 53.1
Prior year adjustment 0.1 0.4 (1.4) (0.3) (1.2)
Reclassification from current tax – – – 6.1 6.1
Credit to equity – (30.8) – – (30.8)
(Credit)/charge to income (4.0) (1.7) (3.8) 4.1 (5.4)
At 31 March 2014 9.8 21.1 (18.7) 9.6 21.8

Company
Other
derivatives
£m
Warrants and
investments
£m
Remuneration
deductible
as paid
£m
Other
temporary
differences
£m
Total
£m
At 31 March 2012 17.2 1.3 (4.0) – 14.5
Prior year adjustment (1.8) – (1.2) (0.8) (3.8)
Charge to equity – 1.1 – – 1.1
(Credit)/charge to income (1.7) 0.7 (2.5) – (3.5)
At 31 March 2013 13.7 3.1 (7.7) (0.8) 8.3
Prior year adjustment 0.1 – (0.2) 0.1 –
Credit to equity – (0.1) – – (0.1)
(Credit)/charge to income (4.0) (2.0) (2.3) 3.3 (5.0)
At 31 March 2014 9.8 1.0 (10.2) 2.6 3.2
Deferred tax has been accounted for at the substantively enacted corporation tax rate of 21% (2013: 23%). Further reductions to the
main rate have been proposed to reduce the rate to 20% from 1 April 2015. These further reductions in the tax rate had not been
substantively enacted at the balance sheet date and therefore are not reflected in these financial statements.
As at 31 March 2014 the Group has tax losses carried forward of £12.6m (2013: £18.6m). It is not probable that these will be utilised
and therefore no deferred tax asset has been recognised.

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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
25. SHARE BASED PAYMENTS
All share based payment transactions are equity settled. The total charge to the income statement for the year was £12.2m
(2013: £13.6m) and this was credited to the share based payments reserve in equity.
INTERMEDIATE CAPITAL GROUP PLC 2001 APPROVED AND UNAPPROVED EXECUTIVE SHARE OPTION SCHEME
All options under the Intermediate Capital Group plc 2001 scheme have vested, no new options will be awarded as the scheme is now
closed. Analysis of movements in the number and weighted average exercise price of options is set out below:
Number
Weighted average
exercise price (£)
2014 2013 2014 2013
Outstanding at 1 April 2,606,539 5,353,766 4.51 3.59
Forfeited (418,496) (1,104,558) 5.10 3.31
Exercised (184,098) (1,642,669) 4.59 3.48
Outstanding at 31 March 2,003,945 2,606,539 4.44 4.51
Of which are currently exercisable 360,389 427,198 2.74 2.73
The weighted average remaining contractual life is 2.00 years (2013: 2.96 years).
Exercise price 2014 Number 2013 Number
£2.230 246,317 284,876
£2.947 25,601 25,601
£6.008 181,439 314,604
£4.844 591,122 790,073
£5.048 136,762 136,762
£4.286 447,291 592,830
£4.101 88,471 88,471
£4.731 263,691 321,821
£4.729 23,251 23,251
£3.322 – 28,250
2,003,945 2,606,539
INTERMEDIATE CAPITAL GROUP PLC OMNIBUS PLAN
Details of all the different types of awards under the Omnibus Plan are provided in the Directors’ remuneration report
on pages 62 to 80.
Share awards outstanding under the Omnibus Plan were as follows:
Number
Weighted average
fair value (£)
Deferred Share Awards 2014 2013 2014 2013
Outstanding at 1 April 863,224 843,382 2.74 3.02
Granted 338,300 434,342 4.56 2.33
Vested (464,245) (329,550) 2.76 2.96
Forfeited (1,000) (84,950) 3.34 2.58
Outstanding at 31 March 736,279 863,224 3.56 2.74

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
25. SHARE BASED PAYMENTS
All share based payment transactions are equity settled. The total charge to the income statement for the year was £12.2m
(2013: £13.6m) and this was credited to the share based payments reserve in equity.
INTERMEDIATE CAPITAL GROUP PLC 2001 APPROVED AND UNAPPROVED EXECUTIVE SHARE OPTION SCHEME
All options under the Intermediate Capital Group plc 2001 scheme have vested, no new options will be awarded as the scheme is now
closed. Analysis of movements in the number and weighted average exercise price of options is set out below:
Number
Weighted average
exercise price (£)
2014 2013 2014 2013
Outstanding at 1 April 2,606,539 5,353,766 4.51 3.59
Forfeited (418,496) (1,104,558) 5.10 3.31
Exercised (184,098) (1,642,669) 4.59 3.48
Outstanding at 31 March 2,003,945 2,606,539 4.44 4.51
Of which are currently exercisable 360,389 427,198 2.74 2.73
The weighted average remaining contractual life is 2.00 years (2013: 2.96 years).
Exercise price 2014 Number 2013 Number
£2.230 246,317 284,876
£2.947 25,601 25,601
£6.008 181,439 314,604
£4.844 591,122 790,073
£5.048 136,762 136,762
£4.286 447,291 592,830
£4.101 88,471 88,471
£4.731 263,691 321,821
£4.729 23,251 23,251
£3.322 – 28,250
2,003,945 2,606,539
INTERMEDIATE CAPITAL GROUP PLC OMNIBUS PLAN
Details of all the different types of awards under the Omnibus Plan are provided in the Directors’ remuneration report
on pages 62 to 80.
Share awards outstanding under the Omnibus Plan were as follows:
Number
Weighted average
fair value (£)
Deferred Share Awards 2014 2013 2014 2013
Outstanding at 1 April 863,224 843,382 2.74 3.02
Granted 338,300 434,342 4.56 2.33
Vested (464,245) (329,550) 2.76 2.96
Forfeited (1,000) (84,950) 3.34 2.58
Outstanding at 31 March 736,279 863,224 3.56 2.74

Number
Weighted average
fair value (£)
PLC Equity Awards 2014 2013 2014 2013
Outstanding at 1 April 6,870,338 4,937,534 2.74 2.90
Granted 544,754 1,932,804 4.56 2.33
Vested (951,375) – 2.58 –
Outstanding at 31 March 6,463,717 6,870,338 2.92 2.74

Number
Weighted average
fair value (£)
FMC Equity Awards 2014 2014
Outstanding at 1 April 126,171 81,603 227.00 217.00
Granted 18,492 44,568 310.00 245.00
Vesting (36,604) – 190.00 –
Forfeited (9,722) – 220.00 –
Outstanding at 31 March 98,337 126,171 279.00 227.00
The fair values of awards granted under the ICG plc Omnibus Plan are determined by the average share price for the five business days
prior to grant, except for the FMC equity awards which are determined by an independent third party valuation.
26. FINANCIAL COMMITMENTS
At the balance sheet date, the Company had outstanding commitments which can be called on over the next five years, as follows:

2014
£m
2013
£m
ICG Senior Debt Partners 21.6 35.6
ICG Europe Fund V 205.1 402.3
ICG-Longbow UK Real Estate Debt Investments III 29.6 37.8
ICG US CLO 2014-2 21.0 –
Intermediate Capital Asia Pacific Fund II 2008 – 49.0
277.3 524.7
27. OPERATING LEASES
At the balance sheet date, the Group and Parent Company had outstanding commitments for future minimum lease payments under
non cancellable operating leases, falling due as follows:
Group Company
2014
£m
2013
£m
2014
£m
2013
£m
Within one year 4.0 3.8 2.2 2.2
Two to five years 13.3 13.3 8.9 8.9
After five years 5.1 7.9 4.4 6.1

2013 2013
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NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
28. RELATED PARTY TRANSACTIONS
All transactions between the parent company and its subsidiary undertakings are classified as related party transactions. All significant
Company balances with subsidiary undertakings are disclosed in notes 16, 18 and 23.
Aggregated significant transactions with subsidiary undertakings related to dividends received of £119.3m (2013: £77.5m).
Management consider key management personnel to be the Executive Committee who are also members of the Board of Directors,
and all related party transactions are disclosed in the Directors’ remuneration report.
29. PRINCIPAL GROUP COMPANIES
The principal subsidiary undertakings of the Group are shown below. All are wholly owned, except where stated.
Name Country of incorporation Principal activity
Intermediate Capital Investments Limited England and Wales Investment company
Intermediate Capital Managers Limited* England and Wales Advisory company
Intermediate Finance II PLC England and Wales Provider of mezzanine
JOG Partners Limited** England and Wales Investment company
Intermediate Investments LLP England and Wales Holding company for loans and investments
Intermediate Investments Jersey Limited Jersey Investment company
Intermediate Capital Asia Pacific Limited* Hong Kong Advisory company
Intermediate Capital Group SAS* France Advisory company
Intermediate Capital Group Espana SL* Spain Advisory company
Intermediate Capital Nordic AB* Sweden Advisory company
Intermediate Capital Group Beratungsgesellschaft GmbH* Germany Advisory company
Intermediate Capital Group Benelux B.V.* Netherlands Advisory company
Intermediate Capital Australia Pty Limited* Australia Advisory company
Intermediate Capital Group Inc* United States of America Advisory company
Intermediate Capital Group (Singapore) Pte. Limited* Singapore Advisory company
ICG FMC Limited England and Wales Holding company for funds management
Longbow Real Estate Capital LLP (51% owned)* England and Wales Advisory company
ICG Global Investment Jersey Limited*
(previously ICG EFV Jersey Limited) Jersey General Partner
ICG Europe Fund V Jersey Limited (20% owned) Jersey Investment company
ICG Fund Advisors LLC* United States of America Advisory company
ICG Debt Advisors LLC* United States of America Advisory company
Nomura ICG KK (50% owned) Japan Advisory company
ICG Alternative Investment Limited* England and Wales Advisory company
ICG US CLO 2014-1, Limited Unites States of America Investment company
All companies listed above have a reporting date of 31 March, with the exception of the entities incorporated in the United States of
America which have a 31 December reporting date.
* Indirect subsidiary of ICG plc
** JOG Partners Limited is a member of Intermediate Investments LLP

ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2014
continued
28. RELATED PARTY TRANSACTIONS
All transactions between the parent company and its subsidiary undertakings are classified as related party transactions. All significant
Company balances with subsidiary undertakings are disclosed in notes 16, 18 and 23.
Aggregated significant transactions with subsidiary undertakings related to dividends received of £119.3m (2013: £77.5m).
Management consider key management personnel to be the Executive Committee who are also members of the Board of Directors,
and all related party transactions are disclosed in the Directors’ remuneration report.
29. PRINCIPAL GROUP COMPANIES
The principal subsidiary undertakings of the Group are shown below. All are wholly owned, except where stated.
Name Country of incorporation Principal activity
Intermediate Capital Investments Limited England and Wales Investment company
Intermediate Capital Managers Limited* England and Wales Advisory company
Intermediate Finance II PLC England and Wales Provider of mezzanine
JOG Partners Limited** England and Wales Investment company
Intermediate Investments LLP England and Wales Holding company for loans and investments
Intermediate Investments Jersey Limited Jersey Investment company
Intermediate Capital Asia Pacific Limited* Hong Kong Advisory company
Intermediate Capital Group SAS* France Advisory company
Intermediate Capital Group Espana SL* Spain Advisory company
Intermediate Capital Nordic AB* Sweden Advisory company
Intermediate Capital Group Beratungsgesellschaft GmbH* Germany Advisory company
Intermediate Capital Group Benelux B.V.* Netherlands Advisory company
Intermediate Capital Australia Pty Limited* Australia Advisory company
Intermediate Capital Group Inc* United States of America Advisory company
Intermediate Capital Group (Singapore) Pte. Limited* Singapore Advisory company
ICG FMC Limited England and Wales Holding company for funds management
Longbow Real Estate Capital LLP (51% owned)* England and Wales Advisory company
ICG Global Investment Jersey Limited*
(previously ICG EFV Jersey Limited) Jersey General Partner
ICG Europe Fund V Jersey Limited (20% owned) Jersey Investment company
ICG Fund Advisors LLC* United States of America Advisory company
ICG Debt Advisors LLC* United States of America Advisory company
Nomura ICG KK (50% owned) Japan Advisory company
ICG Alternative Investment Limited* England and Wales Advisory company
ICG US CLO 2014-1, Limited Unites States of America Investment company
All companies listed above have a reporting date of 31 March, with the exception of the entities incorporated in the United States of
America which have a 31 December reporting date.
* Indirect subsidiary of ICG plc
** JOG Partners Limited is a member of Intermediate Investments LLP

30. CONTINGENT LIABILITIES
The Company and its subsidiaries may be party to legal claims arising in the course of business. The Directors do not anticipate that
the outcome of any such potential proceedings and claims will have a material, adverse effect on the Group’s financial position and at
present there are no such claims where their financial impact can be reasonably estimated. The Company and its subsidiaries may be
able to recover any monies paid out in settlement of claims from third parties.
31. POST BALANCE SHEET EVENTS
There have been no material events since the balance sheet date.

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ICG ANNUAL REPORT AND ACCOUNTS 2014
GLOSSARY
TERM SHORT FORM DEFINITION
AIFMD The EU Alternative Investment Fund Managers Directive
Assets under management AUM Value of all funds and assets managed by the FMC
Carried Interest Carry Share of pro?ts that the fund manager is due once it has returned the cost of investment
and agreed preferred return to investors
Cash core income CCI Pro?t before tax excluding fair value movement on derivatives, capital gains, impairments
and unrealised rolled up interest
Catch up fees Fees not previously recognised as either the fund commitment had not been
contractually agreed or the income was otherwise uncertain
Closed end fund A fund where the amount of investable capital is ?xed
Co-investment Co-invest A direct investment made alongside a fund taking a pro rata share of all instruments
Collateralised Debt Obligation CDO Investment grade security backed by pool of non mortgage based bonds, loans and
other assets
Collateralised Loan Obligation CLO CLO is a type of CDO, which is backed by a portfolio of loans
Close A stage in fundraising whereby a fund is able to release or draw down the capital
contractually committed at that date
EBITDA Earnings before interest, tax, depreciation and amortisation
Employee Bene?t Trust EBT Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share
options and awards granted under the Group’s employee share schemes.
Financial Conduct Authority FCA Successor to the FSA which regulates conduct by both retail and wholesale ?nancial
service ?rms in provision of services to consumers
Financial Reporting Council FRC UK’s independent regulator responsible for promoting high quality corporate governance
and reporting
Financial Services Authority FSA Predecessor of the FCA
Fund Management Company FMC The Group’s operating vehicle, which sources and manages investments on behalf of the
IC and third party funds
HMRC HM Revenue & Customs, the UK tax authority
IAS International Accounting Standards
IFRS International Financial Reporting Standards as adopted by the European Union
Illiquid assets Asset classes which are not actively traded
Investment Company IC The investment unit of ICG plc. It co-invests alongside third party funds
Internal Rate of Return IRR The annualised return received by an investor in a fund. It is calculated from cash drawn
from and returned to the investor together with the residual value of the asset
Key man Certain funds have designated key men. The departure of a key man without adequate
replacement triggers a contractual right for investors to cancel their commitments
Liquid assets Asset classes with an active, established market in which assets may be readily bought
and sold
GLOSSARY
132 / 133
GLOSSARY
TERM SHORT FORM DEFINITION
Open ended fund A fund which remains open to new commitments and where an investors commitment
may be redeemed with appropriate notice
Operating margin Total fee income less operating expenses divided by total fee income
Payment in kind PIK Also known as rolled up interest. PIK is the interest accruing on a loan until maturity or
re?nancing, without any cash ?ows until that time
Performance fees Incentive fees paid when fund performance exceeds a ?xed return
Realisation The return of invested capital in the form of principal, rolled up interest and/or capital gain
Return on equity ROE Pro?t after tax divided by average shareholders’ funds for the period
Securitisation A form of ?nancial structuring whereby a pool of assets is used as security (collateral) for
the issue of ?nancial instruments
Seed capital Capital invested to establish a fund strategy
Senior debt Senior debt ranks above mezzanine and equity
Turnbull Committee guidance Guidance published by the FRC setting out best practice on internal control for UK
listed companies
UK Corporate Governance Code The Code Sets out standards of good practice in relation to board leadership and effectiveness,
remuneration, accountability and relations with shareholders
UNPRI UN Principles for Responsible Investing
Whole loans A property loan which represents all debt secured on the property
ICG ANNUAL REPORT AND ACCOUNTS 2014
NOTES
134 / 135
ICG ANNUAL REPORT AND ACCOUNTS 2014
SHAREHOLDER AND
COMPANY INFORMATION
STOCKBROKERS
JPMorgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
Jefferies Hoare Govett Limited
Vintners Place
68 Upper Thames Street
London
EC4V 3BJ
BANKERS
Lloyds TSB plc
25 Gresham Street
London
EC2V 7HN
The Royal Bank of Scotland plc
135 Bishopsgate
London
EC2M 3UR
AUDITOR
Deloitte LLP
Chartered Accountants and
Statutory Auditor
2 New Street Square
London
EC4A 3BZ
REGISTRARS
Computershare Investor Services PLC
PO Box 92
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
REGISTERED OFFICE
Juxon House
100 St Paul’s Churchyard
London
EC4M 8BU
COMPANY REGISTRATION NUMBER
02234775
WEBSITE
The Company’s website address is
www.icgplc.com
Copies of the Annual and Interim Reports
and other information about the Company
are available on this site.
TIMETABLE
EVENT DATE
Ex dividend date 11 June 2014
Record date for ?nancial year 2013 ?nal dividend 13 June 2014
AGM 23 July 2014
Payment of ?nal dividend 28 July 2014
Half year results announcement for the
six months to 30 September 2014
21 November 2014
COMPANY INFORMATION
Designed and produced
by Radley Yeldar

www.ry.com
www.icgplc.com
Authorised and regulated by the
Financial Conduct Authority
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