Icg Communications Inc/DE – ‘8-K’ for 5/21/02 – EX-13

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    23K 
 2: EX-2        Ex 2.1 Confirmation Order                             96±   416K 
 3: EX-2        Ex 2.2 Plan of Reorganization                        363±  1.96M 
 4: EX-2        Ex 2.3 Disclosure Statement                          510±  2.60M 
 5: EX-13       Ex 13.1 10Q                                           32    178K 
 6: EX-99       Ex 99.1 Press Release                                  2±     9K 

EX-13   —   Ex 13.1 10Q
Exhibit Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
 SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2002

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

(Commission File Number 1-11965)

ICG COMMUNICATIONS, INC.
(Debtor-in-Possession as of November 14, 2000)
 (Exact names of registrant as specified in its charter)

      Delaware                                84-1342022
       (State or other jurisdiction of         (IRS Employer Identification No.)
incorporation or organization)                                  

161 Inverness Drive West
 Englewood, Colorado 80112
(Address of principal executive offices)

Registrants' telephone numbers, including area codes: 
(888)424-1144 or (303)414-5000

     Indicate by check mark whether the  registrants  (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. Yes X No____                     

     The number of outstanding common shares of ICG  Communications,  Inc. as of
May 2, 2002 was 55,244,915.                                                     

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 TABLE OF CONTENTS

PART I ....................................................................... 3
      ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .................... 3
         Consolidated Balance Sheets as of December 31, 2001 and March
               31, 2002 (unaudited)........................................... 3
      Consolidated Statements of Operations for the Three Months
               Ended March 31, 2001 and 2002 (unaudited)...................... 5
         Consolidated Statement of Stockholders' Deficit for the Three
               Months Ended March 31, 2002 (unaudited)........................ 6
      Consolidated Statements of Cash Flows for the Three Months
               Ended March 31, 2001 and 2002 (unaudited)...................... 7
Notes to Consolidated Financial Statements          
               (unaudited).................................................... 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
              AND RESULTS OF OPERATIONS ......................................16
      ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......29

PART II ......................................................................30
      ITEM 1. LEGAL PROCEEDINGS ..............................................30
      ITEM 2. CHANGES IN SECURITIES ..........................................31
      ITEM 3. DEFAULTS UPON SENIOR SECURITIES ................................31
      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ..........31
      ITEM 5. OTHER INFORMATION ..............................................31
      ITEM 6. EXHIBITS AND REPORT ON FORM 8-K ................................31
              Exhibits .......................................................31
              Reports on Form 8-K ............................................31

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Consolidated Balance Sheets
December 31, 2001 and March 31, 2002 (Unaudited)

                                                                [Download Table]

                                                       December 31,   March 31, 
                                                           2001         2002    
                                                       ------------ ------------
                                                            (in thousands)      
Assets                                                                          

Current assets:                                                                 
                                                                                
  Cash and cash equivalents                            $   146,587  $    97,454 
  Short-term investments available for sale (note 4)             -       10,684 
  Trade receivables, net of allowance of $44 million                            
   and $28 million at December 31, 2001 and March 31,       42,365       56,373 
   2002, respectively                                                           
  Other receivables                                            559          671 
  Prepaid expenses and deposits                             13,559       17,367 
                                                       ------------ ------------

   Total current assets                                    203,070      182,549 

Property and equipment, net (note 5)                       531,187      520,216 

Restricted cash                                              7,299        7,235 
Investments                                                    100          100 
Deferred financing costs, net of accumulated                                    
 amortization of $2 million                                  3,050        2,869 
Deposits                                                    10,459        8,458 
                                                       ------------ ------------

Total Assets (note 1)                                  $   755,165  $   721,427 
                                                       ============ ============
                                                                 (continued)    

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited), Continued

                                                                [Download Table]

                                                        December 31,   March 31, 
                                                            2001         2002    
                                                        ------------ ------------
                                                             (in thousands)      
Liabilities and Stockholders' Deficit                                            

Current liabilities not subject to compromise:                                   
                                                                                 
  Accounts payable                                      $     8,871  $    10,046 
  Accrued liabilities                                        73,853       60,495 
  Deferred revenue                                            9,067        8,654 
                                                        ------------ ------------
   Total current liabilities not subject to compromise       91,791       79,195 

Liabilities subject to compromise (notes 1 and 3)         2,729,590    2,740,616 

Long-term liabilities not subject to compromise:                                 
  Capital lease obligations                                  50,708       50,852 
  Other long-term liabilities                                 1,088           60 
                                                        ------------ ------------

Total liabilities                                         2,873,177    2,870,723 

Preferred stock, at liquidation value:                                           
  Redeemable preferred stock of subsidiary                  449,056      449,056 
  Mandatorily redeemable preferred securities of ICG                             
   Funding                                                   92,336       92,336 
  8% Series A Convertible Preferred Stock                   785,353      785,353 
                                                        ------------ ------------
Total preferred stock                                     1,326,745    1,326,745 

Stockholders' deficit:                                                           
  Common stock, $0.01 par value, 100,000,000 shares                              
   authorized;                                                                   
   53,706,777 shares issued and outstanding                     537          537 
  Additional paid-in capital                                922,040      922,040 
  Accumulated deficit                                    (4,367,334)  (4,398,618)
                                                        ------------ ------------
Total stockholders' deficit                              (3,444,757)  (3,476,041)

Commitments and contingencies (note 8)                                           
                                                        ------------ ------------

Total Liabilities and Stockholders' Deficit (note 1)    $   755,165  $   721,427 
                                                        ============ ============

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Consolidated Statements of Operations
Three Months Ended March 31, 2001 and 2002 (Unaudited)

                                                                [Download Table]

                                                             Three months ended   
                                                                  March 31,       
                                                         -------------------------
                                                             2001         2002    
                                                         ------------ ------------
                                                          (in thousands, except   
                                                             per share data)      

                                                                                  
Revenue                                                  $   136,397  $   112,171 

Operating costs and expenses:                                                     
  Operating costs                                            112,562       67,378 
  Selling, general and administrative expenses                30,696       27,602 
  Depreciation and amortization                               15,989       19,626 
  Other, net                                                      71           (6)
                                                         ------------ ------------
   Total operating costs and expenses                        159,318      114,600 
                                                         ------------ ------------

Operating loss                                               (22,921)      (2,429)

Other income (expense):                                                           
  Interest expense (contractual interest of $60 million                           
   and $63 million not recorded during the three months                           
   ended March 31, 2001 and 2002, respectively)              (12,718)      (5,704)
  Reorganization expense, net (note 2)                       (17,686)     (23,291)
  Other income (expense), net                                    (32)         140 
                                                         ------------ ------------
   Total other expense, net                                  (30,436)     (28,855)
                                                         ------------ ------------

Net loss                                                 $   (53,357) $   (31,284)
                                                         ============ ============

Net loss per share - basic and diluted                   $     (1.02) $     (0.58)
                                                         ============ ============

Weighted average number of shares outstanding - basic                             
  and diluted                                                 52,067       53,707 
                                                         ============ ============

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Consolidated Statement of Stockholders' Deficit
 Three Months Ended March 31, 2002 (Unaudited)
(In Thousands)

                                                        [Enlarge/Download Table]

                               Common Stock    Additional                   Total    
                            ------------------  paid-in    Accumulated  Stockholders'
                             Shares   Amount    capital      deficit       deficit   
                            -------- --------- ---------- ------------- -------------

                                                                                     
Balances at January 1, 2002  53,707  $    537  $ 922,040  $ (4,367,334) $ (3,444,757)

Net loss                          -         -          -       (31,284)      (31,284)
                            -------- --------- ---------- ------------- -------------

Balances at March 31, 2002   53,707  $    537  $ 922,040  $ (4,398,618) $ (3,476,041)
                            ======== ========= ========== ============= =============

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Consolidated Statements of Cash Flows
Three Months Ended March 31, 2001 and 2002 (Unaudited)

                                                                [Download Table]

                                                             Three months ended   
                                                                   March 31,      
                                                         -------------------------
                                                             2001         2002    
                                                         ------------ ------------
                                                              (in thousands)      

Cash flows from operating activities:                                             
                                                                                  
  Net loss                                               $   (53,357) $   (31,284)
  Adjustments to reconcile net loss to net cash used                              
   by operating activities before reorganization items:                           
    Reorganization expense, net                               17,686       23,291 
    Depreciation and amortization                             15,989       19,626 
    Provision for uncollectible accounts                       4,363        2,425 
    Interest capitalized and included in assets under                             
     construction                                               (400)        (132)
    Interest expense deferred and included in capital                             
     lease obligations                                             -        1,226 
    Interest expense included in accumulated                                      
     amortization of deferred financing costs                  2,364          178 
    Other                                                         71            - 
    Changes in operating assets and liabilities,                                  
     excluding the effects of  reorganization items,                              
     dispositions and noncash transactions:                                       
      Receivables                                            (22,988)     (16,546)
      Prepaid expenses and deposits                             (774)      (4,153)
      Accounts payable and accrued liabilities                 8,585      (13,354)
      Deferred revenue                                        (2,685)      (1,441)
                                                         ------------ ------------
  Net cash used by operating activities before                                    
   reorganization items                                      (31,146)     (20,164)
    Reorganization items:                                                         
     Reorganization expense, net                             (17,686)     (23,291)
     Net gain on disposal of long-lived assets                     -       (2,954)
     Change in liabilities subject to compromise             (14,235)      15,073 
     Change in post-petition restructuring accruals            1,423            - 
                                                         ------------ ------------
Net cash used by operating activities                        (61,644)     (31,336)

Cash flows from investing activities:                                             
  Acquisition of property and equipment                       (7,898)      (7,609)
  Change in prepaid expenses, accounts payable and                                
   accrued liabilities for acquisition of property                                
   and equipment                                                 295       (2,232)
  Proceeds from disposition of property, equipment                                
   and other assets                                               55        1,363 
  Proceeds from sales of short-term investments                                   
   available for sale                                          3,895            - 
  Decrease (increase) in restricted cash                         (79)          64 
  Decrease (increase) in long-term deposits                   (1,279)       2,001 
  Purchase of short-term investments                               -      (10,684)
                                                         ------------ ------------
Net cash used by investing activities                         (5,011)     (17,097)
                                                                      (continued) 

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited), Continued

                                                                [Download Table]

                                                          Three months ended   
                                                               March 31,       
                                                      -------------------------
                                                          2001         2002    
                                                      ------------ ------------
                                                           (in thousands)      

Cash flows from financing activities:                                          
                                                                               
  Payments of debt issuance costs                     $        (2) $         - 
  Reorganization items:                                                        
    Principal payments on capital lease obligations                            
     subject to compromise                                 (1,801)        (700)
                                                      ------------ ------------
Net cash used by financing activities                      (1,803)        (700)
                                                      ------------ ------------

Net decrease in cash and cash equivalents                 (68,458)     (49,133)
  Cash and cash equivalents, beginning of period          196,980      146,587 
                                                      ------------ ------------
Cash and cash equivalents end of period               $   128,522  $    97,454 
                                                      ============ ============

Supplemental disclosure of cash flows information of                           
  continuing operations:                                                       
    Cash paid for interest                            $     4,022  $     4,800 
                                                      ============ ============
    Cash paid for income taxes                        $         -  $         - 
                                                      ============ ============

See accompanying notes to consolidated financial statements.  

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

(1)   Business and Summary of Significant Accounting Policies                   

(a) Organization and Description of Business                        

          ICG  Communications,  Inc., a Delaware  corporation  ("ICG"),  and its
          subsidiaries are collectively  referred to as the "Company".  Prior to
          November 14, 2000, the Company's common stock was traded on the NASDAQ
          National  Market  ("NASDAQ")  stock  exchange.  However,  due  to  the
          bankruptcy  filings  described below, the NASDAQ halted trading of the
          Company's  common stock on November 14, 2000 and delisted the stock on
November 18, 2000.                                          

          The Company provides voice, data and Internet communication  services.
          Headquartered  in  Englewood,   Colorado,   the  Company  operates  an
          integrated  metropolitan and nationwide fiber optic  infrastructure to
offer:                                                      

          o    Dial-Up  Services,  including  primary rate  interface and remote
               access  services,  on a wholesale  basis to national and regional
Internet service providers ("ISP"s).              

          o    Point-to-Point  Broadband Service,  providing traditional special
               access service to long-distance and long-haul carriers and medium
               to large sized  corporate  customers,  as well as switched access
and SS7 services.                                 

          o    Corporate  Services,  primarily retail voice and data services to
businesses.                                       

(b) Basis of Presentation                                           

          The accompanying  financial  statements  should be read in conjunction
          with ICG's Annual Report on Form 10-K for the year ended  December 31,
          2001, as certain information and note disclosures normally included in
          financial  statements  prepared in accordance with generally  accepted
          accounting principles ("GAAP") have been condensed or omitted pursuant
          to the rules and  regulations  of the  United  States  Securities  and
          Exchange  Commission.  The Company's interim financial  statements are
          unaudited,  but in the opinion of  management,  reflect all  necessary
          adjustments, which are of a normal recurring nature. Operating results
          for the  three  months  ended  March  31,  2002  are  not  necessarily
          indicative  of the results  that may be  expected  for the fiscal year
ending December 31, 2002.                                   

          The  preparation  of  financial  statements  in  conformity  with GAAP
          requires  management to make estimates and assumptions that affect the
          amounts reported in the financial  statements and accompanying  notes.
Actual results could differ from those estimates.           

          All  significant  intercompany  accounts  and  transactions  have been
          eliminated   in   consolidation.   Certain   2001  amounts  have  been
reclassified to conform with the 2002 presentation.         

(c) Bankruptcy Proceedings                                          

          On  November  14,  2000  (the  "Petition  Date"),  ICG  and all of its
          subsidiaries,  except certain non-operating entities,  filed voluntary
          petitions  for  protection  under  Chapter  11 of  the  United  States
          Bankruptcy  Code (the  "Bankruptcy  Code") in the Federal  District of
          Delaware in order to  facilitate  the  restructuring  of the Company's
          debt,   trade   liabilities  and  other   obligations.   ICG  and  its
          subsidiaries who also filed for bankruptcy protection are collectively
          referred to as the "Debtors."  The Debtors are currently  operating as
          debtors-in-possession  under  the  supervision  of the  United  States
          Bankruptcy  Court  for  the  District  of  Delaware  (the  "Bankruptcy
Court").                                                    

          These  consolidated   financial   statements  have  been  prepared  in
          accordance with AICPA Statement of Position  ("SOP") 90-7,  "Financial
          Reporting by Entities in  Reorganization  under the Bankruptcy  Code."
          Pursuant to SOP 90-7, an objective of financial  statements  issued by
          an entity in Chapter 11 is to reflect its financial  evolution  during
          the proceeding. For that purpose, the financial statements for periods
          including  and  subsequent  to filing the Chapter 11  petition  should
          distinguish  transactions and events that are directly associated with

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

          the  reorganization  from  the  ongoing  operations  of the  business.
          Expenses  and other items not directly  related to ongoing  operations
          are reflected  separately in the consolidated  statement of operations
as reorganization expenses (see note 2).                    

          The filing of the Chapter 11 cases by the  Debtors  (i)  automatically
          stayed  actions by creditors  and other parties in interest to recover
          any claim that arose prior to the  commencement of the cases, and (ii)
          served to  accelerate,  for purposes of  allowance,  all  pre-petition
          liabilities  of the  Company,  whether or not those  liabilities  were
          liquidated  or  contingent  as  of  the  Petition  Date.  Pre-petition
          liabilities that are subject to compromise are reflected separately in
the consolidated balance sheet (see note 3).                

          Under the  Bankruptcy  Code, the Company may elect to assume or reject
          real estate leases,  employment  contracts,  personal property leases,
          service  contracts,   and  other  unexpired   executory   pre-petition
          contracts,  subject to Bankruptcy  Court approval.  The Company cannot
          presently  determine with certainty the ultimate  aggregate  liability
          that will result from the filing and settlement of claims  relating to
such contracts which may be rejected.                       

          On  December  19,  2001,   the  Debtors   filed  a  proposed  Plan  of
          Reorganization and a Disclosure Statement in the Bankruptcy Court. The
          Debtors  subsequently  filed a First Amended  Disclosure  Statement on
          March 1, 2002 and a Second Amended  Disclosure  Statement on March 26,
          2002, which was amended on April 3, 2002. (The Plan of  Reorganization
          and the Disclosure Statement, as amended, are collectively referred to
          herein as the "Plan.") The Plan  contemplates  the  conversion  of the
          Debtors'   existing   unsecured   debt  into  common   equity  in  the
          post-bankruptcy,  reorganized  Company. The Plan also contemplates the
          issuance of new senior notes to the Debtors' existing secured lenders,
          the issuance of a new $25 million senior  subordinated term loan which
          is subordinated to the Debtors' existing secured lenders, the issuance
          of $40  million  in new  unsecured  convertible  notes,  and  for  the
          cancellation  of  all  equity  securities  previously  issued  by  the
          Debtors,  including all common  stock,  preferred  stock,  options and
warrants.                                                   

          A hearing on the adequacy of the Disclosure  Statement was held in the
          Bankruptcy  Court on April 3, 2002, at which time the Bankruptcy Court
          found the Disclosure  Statement adequate and authorized the Company to
          submit  the  Plan  to the  Company's  creditors  for  approval.  It is
          anticipated that a confirmation hearing will be held in the Bankruptcy
          Court on May 20, 2002.  Consummation  of the Plan is  contingent  upon
          receiving final Bankruptcy Court approval,  as well as the approval of
certain classes of creditors.                               

          When the Plan is  approved,  the  Company  will  apply  "Fresh  Start"
          reporting in accordance  with GAAP and the  requirements  of SOP 90-7.
          Under Fresh Start reporting the  reorganization  value of the Company,
          which  generally  represents the going concern value, is determined by
          the Company with  assistance  from its  financial  advisors.  Upon the
          effective  date  of  the  confirmation  of  the  Plan,  a new  capital
          structure will be established and assets and  liabilities,  other than
          deferred taxes, will be stated at their relative fair values. Deferred
          taxes are  determined  in  conformity  with the Statement of Financial
         Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."

          The Company, assisted by its financial advisors,  Dresdner Kleinwort &
          Wasserstein,  Inc.,  evaluated the reorganization value of the Company
          in connection with the filing of the Plan. The reorganization value of
          the Company on a going  concern basis was estimated to be between $350
          million and $500 million. This evaluation of the Company resulted in a
          range of values  for the new common  equity of  between  approximately
          $102 million and $252 million.  This range of reorganization values in
          the Plan indicates that a fair value adjustment to reduce the value of
          property  and  equipment  of up to  $220  million  may  be  necessary.
          However,  the Plan  assumptions  may differ  from the actual  business
          conditions at the date of emergence from  bankruptcy.  Therefore,  the
          fair values  assigned to assets and  liabilities  upon  emergence from
          bankruptcy  may  also be  different.  The  fair  value  adjustment  to
          property and  equipment,  if any, will be recorded upon emergence from
          bankruptcy once the final enterprise  value is determined.  This value
          is derived by subtracting the Company's  reorganization value from the
          projected  funded debt on the pro forma  balance sheet for the Company

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

          on the date of emergence  from  bankruptcy.  The valuation is based on
          numerous assumptions,  including,  among other things, the achievement
          of  certain  operating  results,   market  values  of  publicly-traded
          securities  of other  similar  companies,  and  general  economic  and
industry conditions.                                        

          No  assurance  can  be  given,  however,  that  the  Company  will  be
          successful  in   reorganizing   its  affairs  within  the  Chapter  11
          bankruptcy   proceedings.   Because  of  the  ongoing  nature  of  the
          reorganization  cases, the outcome of which is not determinable  until
          finally  approved  by the  creditors  and the  Bankruptcy  Court,  the
          consolidated  financial  statements  contained  herein are  subject to
material uncertainties.                                     

          The   bankruptcy    filing   and   the   severe    downturn   in   the
          telecommunications  industry have had a significant negative effect on
          the Company's basic operations and its dealings with all third parties
          including its customers, vendors and employees. Significant amounts of
          both  pre-petition and  post-petition  billings to customers and costs
          billed  to the  Company  by  vendors  are in  dispute.  Some of  these
          disputes  have  resulted in  litigation  as  discussed in note 8. As a
          result,  significant  judgment  is needed in  determining  the  proper
          presentation  and  valuation  of revenues  and costs in the  financial
          statements. The Company expects that negotiations with major customers
          and  vendors  to  settle  disputed  amounts  could  involve  a lengthy
          process.  The  Company  cannot  predict the  possible  outcome of such
negotiations.                                               

          Accordingly,  the  consolidated  financial  statements  do not include
          adjustments  to the recorded  amounts or  classification  of assets or
          liabilities  or reflect  amounts  that may  ultimately  be required to
          settle  such  contingencies  or any other  contingencies  which may be
required pursuant to the Company's Chapter 11 proceedings.  

          The ability of the Company to continue as a going concern is dependent
          upon, but not limited to, the approval and  confirmation  of the Plan,
          access  to  adequate   sources  of  capital,   customer  and  employee
          retention,  the  ability  to provide  high  quality  services  and the
          ability  to sustain  positive  results  of  operations  and cash flows
          sufficient  to continue to fund  operations.  As a result of these and
          other  uncertainties,  there is substantial  doubt about the Company's
ability to continue as a going concern.                     

(2)  Reorganization Expense, Net                                                

     In accordance  with SOP 90-7 (see note 1), the Company has  segregated  and
     classified  certain  income  and  expenses  as  reorganization  items.  The
     following  reorganization items were incurred during the three months ended
March 31, 2001 and 2002, respectively:                                

                                                                [Download Table]

                                                    Three Months Ended    
                                                         March 31,        
                                                 -------------------------
                                                     2001         2002    
                                                ------------- ------------
                                                       (in thousands)     

                                                                          
Severance and employee retention costs           $    10,259  $       312 
Legal and professional fees                            6,451        3,708 
Switch site closure costs                              2,093          706 
Contract termination expenses                            472       21,554 
Net gain on disposal of long-lived assets                  -       (2,954)
Interest income                                       (2,628)        (577)
Other                                                  1,039          542 
                                                 ------------ ------------
   Total                                         $    17,686       23,291 
                                                 ============ ============

     The Company is required to reconcile recorded pre-petition liabilities with
     claims  filed by its  creditors  with  the  Bankruptcy  Court.  Differences
     resulting from that  reconciliation  process are recorded as adjustments to
     pre-petition  liabilities with an offset for significant items not relating
     to ongoing operations included in reorganization  expense,  net. During the
     three  months  ended  March 31,  2002 the  Company  recorded an increase in
     pre-petition  liabilities of $21 million for contract termination expenses.
     Of this,  $19  million  is related to a  pre-petition  contract  for system

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

     design and implementation. In the first quarter of 2002, in connection with
     its   ongoing   reconciliation   of   outstanding   claims,   the   Company
     determinedthat this amount should be recognized as additional  pre-petition
     liability.  The Company also renegotiated  certain capital leases to reduce
     the amount of equipment under lease,  resulting in a net gain of $3 million
in the first quarter of 2002.                                         

(3)  Liabilities Subject to Compromise                                          

     Pursuant  to SOP  90-7  (see  note  1),  the  Company  has  segregated  and
     classified  certain  pre-petition  obligations  as  liabilities  subject to
     compromise.  Liabilities  subject to  compromise  have been recorded at the
     allowed claim amount. The following table sets forth the liabilities of the
     Company  subject to  compromise as of December 31, 2001 and March 31, 2002,
respectively:                                                         

                                                                [Download Table]

                                                 December 31,   March 31, 
                                                     2001         2002    
                                                 ------------ ------------
                                                       (in thousands)     

                                                                          
Unsecured long-term debt                         $ 1,968,781  $ 1,968,781 
Unsecured creditors                                  476,243      491,276 
Capital lease obligations, secured                   166,637      163,305 
Capital lease obligations, unsecured                  18,881       18,251 
Secured long-term debt                                85,503       85,503 
Priority creditors                                    13,545       13,500 
                                                 ------------ ------------
                                                 $ 2,729,590  $ 2,740,616 
                                                 ============ ============

     Liabilities  to unsecured  creditors  increased  primarily  due to contract
     termination  expenses  recognized  during the quarter ended March 31, 2002.
     Capital lease  obligations,  secured,  decreased as a result of the Company
     having  renegotiated in the first quarter of 2002 certain capital leases to
reduce the amount of equipment under lease.                           

     As a  result  of the  Company's  bankruptcy  proceedings,  all  prepetition
     contractual  debt  payments are  suspended  and subject to revised  payment
     terms during the  bankruptcy  process on a case by case basis.  As of March
     31, 2001, the Company is in default with respect to all of its  prepetition
     debt.  All deferred  financing  costs have been written off,  except the $3
     million at March 31, 2002 that relates to the fully secured  long-term debt
     (the "Senior Facility") of $85 million. The Company continues to accrue and
     make  interest  payments  on  the  Senior  Facility,  as  approved  by  the
     Bankruptcy  Court.  The payment of principal due under the Senior  Facility
has been stayed by the Bankruptcy Court.                              

     The Plan  contemplates  the conversion of the Debtors'  existing  unsecured
     debt into common equity in the  post-bankruptcy,  reorganized  Company. The
     Plan  also   contemplates   the  issuance  of  a  new  $25  million  senior
     subordinated term loan (the proceeds of which would be utilized to pay down
     the Senior Facility to a balance of $60 million),  the restructuring of the
     Senior  Facility  with new terms and new  notes,  and the  issuance  of $40
million in new unsecured convertible notes.                           

(4)  Short-term Investments                                                     

     The Company invests in high-grade debt  instruments with a maturity greater
     than three  months,  but less than one year.  At March 31, 2002  short-term
     investments  consist  of  U.S.  Treasury  securities  that  are  considered
     available-for-sale.  The estimated fair value of the short-term investments
approximates cost.                                                    

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

(5)  Property and Equipment                                                     

     Property and  equipment,  including  assets held under capital  leases,  is
comprised of the following:                                           

                                                                [Download Table]

                                                 December 31,   March 31, 
                                                     2001         2002    
                                                 ------------ ------------
                                                       (in thousands)     

                                                                          
Land                                             $     1,214  $     1,214 
Buildings and improvements                            50,358       50,512 
Furniture, fixtures and office equipment              33,593       34,178 
Machinery and equipment                               14,548       17,262 
Fiber optic equipment                                150,982      168,918 
Switch equipment                                     136,133      155,962 
Fiber optic network                                   90,137       89,170 
Site improvements                                     11,245       11,253 
Construction in progress                              95,415       63,706 
Assets held for sale                                   8,570        7,209 
                                                 ------------ ------------
                                                     592,195      599,384 
Less accumulated depreciation                        (61,008)     (79,168)
                                                 ------------ ------------
                                                 $   531,187  $   520,216 
                                                 ============ ============

     Property and equipment  includes $64 million of equipment that has not been
     placed in service and $7 million of  equipment  that is being held for sale
at March 31, 2002, and, accordingly, is not being depreciated.        

     During the first quarter of 2002, the Company placed in service $42 million
     of property and  equipment,  primarily  comprised of fiber optic and switch
     equipment,  which relates  primarily to five new circuit  switch sites that
were completed during the period.                                     

(6)  Major Customer                                                             

     A  significant  amount of the Company's  revenue is derived from  long-term
     contracts  with  large   customers,   including  one  major  customer  (the
     "Customer").  Revenue from the Customer  accounted for 10% and 26% of total
  revenue in the three months ended March 31, 2001 and 2002, respectively.

     Prior to the bankruptcy  filing,  the Company and the Customer  developed a
     number of important and mutually valuable business relationships,  governed
     by a plethora of contracts  (collectively the  "Pre-petition  Agreements").
     During the  pendency  of the  Chapter 11 cases,  both the  Company  and the
     Customer  asserted  various breaches of, and claims under, the Pre-petition
     Agreements.  Following  lengthy  negotiations,  the parties agreed to enter
     into a  settlement  resolving  all of the  claims and  issues  between  the
     parties (the  "Settlement  Agreement")  in order to continue a cooperative,
     mutually   beneficial   relationship  and  to  avoid   potentially   costly
     litigation.  The Settlement  Agreement was approved by the Bankruptcy Court
in June 2001.                                                         

     The  Settlement  Agreement  contemplates  the  transfer  of  certain of the
     Company's   assets  with  a  net  carrying  value  at  March  31,  2002  of
     approximately $13 million and a remaining  economic life of approximately 2
     years. The transfer  requires the approval by a major vendor whose approval
     is contingent upon acceptance of the Plan by the Bankruptcy Court. Further,
     the transfer requires approval by the secured lenders.  Management believes
     that the release of  pre-existing  liens on this  equipment  by the secured
     lenders  is  remote.  Therefore,  the  transfer  of the assets has not been
reflected in the financial statements as of March 31, 2002.           

     At March 31, 2002 the Company had $145 million of deferred  revenue related
     to an agreement, which was not part of the Settlement Agreement, to provide
     exclusive service to the Customer over designated portions of the Company's
local fiber optic networks (see note 8).                              

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

(7)  Settlement with SBC Communications, Inc.                                   

     In  January  2002,   SBC   Communications,   Inc.,  on  behalf  of  various
     subsidiaries   (collectively   "SBC")  filed  a  motion  in  the  Company's
     Bankruptcy  case seeking  permission  to terminate the services it provides
     the Company pursuant to its interconnection  agreements. SBC contended that
     the Company owed SBC in excess of $24 million related to past billing, and,
     as a  result,  should be  entitled  to  terminate  services  and  pursue an
     administrative claim for the alleged past due receivable.  SBC also filed a
     motion in January 2002 objecting to the Company's  Disclosure  Statement on
     the grounds that it did not adequately provide sufficient  information with
     respect to the Company's ability to pay its alleged obligations to SBC. The
     Company  filed a response to SBC's  motions  stating  that it did not owe a
     significant  portion of the  alleged  past due  amount.  Additionally,  the
     Company's response provided that SBC owed the Company more for services the
     Company  provided SBC than the Company owed SBC. The Company retained legal
     counsel to defend itself against SBC's claims and pursue its counterclaims.

     On March 29, 2002 the Company and SBC entered into a  settlement  agreement
     regarding  wholesale services provided by SBC and the Company to each other
     pursuant to the  interconnection  agreements.  On April 30, the  Bankruptcy
     Court issued an order  approving the terms of the  settlement.  Pursuant to
     the terms of the  settlement,  the  Company  recorded  a net $5  million of
     non-recurring  reciprocal  compensation  revenue in the three  months ended
     March  31,  2002.  As  no  expenses  were  directly   attributable  to  the
  settlement, none were recorded in the three months ended March 31, 2002.

     On May 10, 2002,  the order became final and  non-appealable.  Only amounts
     allegedly  owed for the  retail  services,  which are not  governed  by the
     interconnection  agreements,  have yet to be resolved. The Company believes
     that the ultimate  resolution  of the  remaining  items  relating to retail
services will be immaterial to the Company's operating results.       

(8)  Commitments and Contingencies                                              

     As a  result  of  the  Company's  filing  for  bankruptcy  protection,  all
     commitments and  contingencies  could be substantially  modified during the
Company's bankruptcy restructuring process.                           

(a)  Network Capacity and Construction                                

          At March 31, 2002 the Company  had $145  million of deferred  revenue,
          which is included in liabilities subject to compromise,  related to an
          agreement  with  the  Customer  to  provide   exclusive  service  over
          designated  portions of the Company's local fiber optic networks.  The
          Customer has not yet ordered from the Company, and the Company has not
          yet  delivered,  certain  equipment  and  services  required  by  this
          agreement.  The Company is currently  negotiating with the Customer to
          resolve  the issue of  future  services.  The  Company  recognized  $2
          million of revenue in the three  months  ended March 31, 2001 and 2002
          relating to this agreement.  The Company anticipates that the deferred
          revenue  balance will be revalued in connection with Fresh Start based
          on the  expected  value  of  providing  future  services.  The Plan as
          submitted  reflects a deferred  revenue balance of $52 million related
          to this  agreement  in the  projected  pro-forma  reorganized  balance
          sheet. The actual value of the deferred  revenue after  application of
Fresh Start may differ.                                     

(b)  Other Commitments                                                

          The Company has  entered  into  various  equipment  and line  purchase
          agreements with certain of its vendors. Under these agreements, if the
          Company does not meet a minimum  purchase level in any given year, the
          vendor may discontinue  certain  discounts,  allowances and incentives
          otherwise provided to the Company. In addition,  either the Company or
        the vendor, upon prior written notice, may terminate the agreements.

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 ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements (Unaudited), Continued

(c)  Litigation                                                       

          During the third and fourth  quarters of 2000,  the Company was served
          with fourteen  lawsuits filed by various  shareholders  in the Federal
          District  Court for the  District of  Colorado.  All of the suits were
          consolidated in October 2001 and an amended consolidated complaint was
          filed in February 2002. The  consolidated  amended  complaint names as
          defendants  the Company's  former CEO, J. Shelby Bryan,  the Company's
          former President,  William S. Beans, Jr. and the Company's former CFO,
          Harry R. Herbst. The consolidated  amended complaint seeks unspecified
          damages  for  alleged  violations  of  Rules  10(b)  and  20(a) of the
          Securities  Exchange  Act of 1934.  The  complaints  seek class action
          certification for similarly situated  shareholders.  At this time, the
          Company is not a defendant as all claims against the Company have been
stayed pursuant to the Company's filing for bankruptcy.     

          In January 2001,  certain  shareholders of ICG Funding, a wholly owned
          subsidiary of the Company, filed an adversary proceeding in the United
          States Bankruptcy Court against the Company and ICG Funding.  In April
          2001,  the Company and ICG Funding  finalized a  settlement  agreement
          with the  shareholders,  which  has been  approved  by the  Bankruptcy
          Court.  Under the terms of the settlement,  the shareholders  received
          approximately  two thirds of the funds in the escrow  account  and the
          Company  received  the  remaining  one  third of the  escrowed  funds,
          subject to certain contingencies and holdbacks related to shareholders
that did not participate in the settlement.                 

          The Company is a party to certain other  litigation that has arisen in
          the ordinary  course of business.  In the opinion of  management,  the
          ultimate  resolution of these matters will not have a material adverse
          effect on the Company's financial condition,  results of operations or
cash flows.                                                 

(d)  Line Cost Disputes                                               

          The Company  significantly  reduced facilities leased from other local
          exchange  carriers  ("LEC"s)   throughout  the  year  ended  2001.  In
          addition,  these  facilities  providers  changed ICG's billing account
          numbers  ("BANs")  throughout the year in an attempt to segregate pre-
          and post-petition billing activity. Frequently,  disconnected services
          were not  reflected  on ICG's  invoices or not  reflected  in a timely
          manner, resulting in inaccurate invoices and significant disputes. The
          assignment of new BANs frequently resulted in incorrect balances being
          carried  forward on invoices.  As a result of these and other types of
          billing issues,  the Company is in  negotiations  with these providers
          regarding  amounts  owed by the  Company  for leased  facilities.  The
          Company  believes line cost expenses and related  accrued  liabilities
          are  properly  stated  and,  where   appropriate,   adequate  reserves
provided.                                                   

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                 

     This  section  and  other  parts of this  Report  contain  "forward-looking
statements" intended to qualify as safe harbors from liability as established by
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements  can  generally  be  identified  as such  because  the context of the
statements   include   words  such  as  "intends,"   "anticipates,"   "expects,"
"estimates,"   "plans,"  "believes"  and  other  similar  words.   Additionally,
statements  that describe the Company's  future plans,  objectives or goals also
are forward-looking  statements.  All forward-looking  statements are subject to
certain risks and  uncertainties  that could cause actual results or outcomes to
differ  materially from those currently  anticipated.  Factors that could affect
actual results include, but are not limited to, the following:                  

     o    The material  uncertainty  of the  Company's  ability to continue as a
        going concern due to the filing for protection under bankruptcy law;

o    The approval and confirmation of a plan of reorganization;       

     o    The significant amount of indebtedness incurred by the Company and the
          Company's ability to successfully restructure this indebtedness within
the bankruptcy proceeding;                                  

     o    The existence of historical  operating  losses and the  possibility of
continued operating losses;                                 

     o    The  Company's  ability to achieve  and  sustain a level of  operating
profitability sufficient to fund its business;              

     o    The   Company's   ability   to   successfully    maintain   commercial
relationships with its critical vendors and suppliers;      

     o    The  Company's  ability to retain its major  customers  on  profitable
terms;                                                      

o    The extensive competition the Company will face;                 

     o    The Company's  ability to attract and retain qualified  management and
employees;                                                  

     o    The Company's ability to access capital markets in a timely manner, at
reasonable costs and on satisfactory terms and conditions;  

     o    Changes  in,  or the  Company's  inability  to comply  with,  existing
government regulations; and,                                

     o    General  economic  conditions and the related impact on demand for the
Company's services.                                         

     These  forward-looking  statements  speak  only  as of  the  date  of  this
Quarterly  Report.  The Company does not undertake  any  obligation to update or
revise  publicly  any  forward-looking  statements,  whether  as a result of new
information,  future events or otherwise. Although the Company believes that its
plans,   intentions   and   expectations   reflected  in  or  suggested  by  the
forward-looking  statements made in this Quarterly Report are reasonable,  there
is no assurance that such plans, intentions or expectations will be achieved.   

     The results of  operations  for the three  months  ended March 31, 2001 and
2002  represent  the  consolidated  operating  results of the Company.  (See the
unaudited  consolidated financial statements of the Company for the three months
ended March 31, 2002 included  elsewhere herein.) The terms "fiscal" and "fiscal
year" refer to the Company's  fiscal year ending December 31. All dollar amounts
are in U.S. dollars.                                                            

REORGANIZATION AND EMERGENCE FROM BANKRUPTCY                                    

     During the  second  half of 2000,  a series of  financial  and  operational
events negatively  impacted ICG and its  subsidiaries.  These events reduced the
Company's  expected  revenue and cash flow  generation for the remainder of 2000
and 2001,  which in turn  jeopardized  the Company's  ability to comply with its
existing senior secured credit facility (the "Senior Facility").  As a result of
these and other events,  on November 14, 2000 (the "Petition Date") ICG and most

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of its subsidiaries (except for certain non-operating entities), filed voluntary
petitions for protection  under Chapter 11 of the United States  Bankruptcy Code
(the  "Bankruptcy  Code") in the Federal Court for the District of Delaware (the
"Bankruptcy   Court").  The  filings  were  made  in  order  to  facilitate  the
restructuring  of the Company's debt, trade  liabilities and other  obligations.
The  Company  and  its  filing   subsidiaries   are   currently   operating   as
debtors-in-possession under the supervision of the Bankruptcy Court.            

     Under the  Bankruptcy  Code,  the  rights  and  treatment  of  pre-petition
creditors and shareholders will be substantially  altered.  As a result of these
bankruptcy proceedings, virtually all liabilities, litigation and claims against
the Company that were in existence as of the Petition Date are stayed unless the
stay is  modified  or lifted or payment  has been  otherwise  authorized  by the
Bankruptcy  Court.  Because  of the  bankruptcy  filings,  all of the  Company's
liabilities incurred prior to the Petition Date, including certain secured debt,
are subject to  compromise.  At this time,  it is not  possible to predict  with
certainty  the outcome of the  Chapter 11 cases in general,  the effects of such
cases on the Company's business, or the effects on the interests of creditors.  

     On December  19,  2001,  the Company  and its debtor  subsidiaries  filed a
proposed Plan of  Reorganization  and a Disclosure  Statement in the  Bankruptcy
Court. The Company  subsequently filed a First Amended  Disclosure  Statement on
March 1, 2002 and a Second Amended Disclosure Statement on March 26, 2002, which
was amended on April 3, 2002.  (The Plan of  Reorganization  and the  Disclosure
Statement, as amended, are collectively referred to herein as the "Plan.")      

     A hearing  on the  adequacy  of the  Disclosure  Statement  was held in the
Bankruptcy  Court on April 3, 2002, at which time the Bankruptcy Court found the
Disclosure  Statement  adequate and authorized the Company to submit the Plan to
the Company's  creditors for approval.  It is  anticipated  that a  confirmation
hearing will be held in the Bankruptcy  Court on May 20, 2002.  Consummation  of
the Plan is contingent upon receiving final Bankruptcy  Court approval,  as well
as the approval of certain classes of creditors.                                

     In general,  the Plan provides for the Company's  capital  restructuring by
(i)  reducing  the Senior  Facility by $25 million  using the  proceeds of a new
senior  subordinated term loan and exchanging the balance of the Senior Facility
(approximately $60 million) into new secured debt (the "Secured Notes") and (ii)
converting  general unsecured claims (as defined by the Plan), which include the
claims of the publicly held unsecured  debentures,  into approximately 8 million
new shares of common  stock of the  reorganized  ICG (the "New Common  Shares").
Additionally,  the  Company  intends to issue  approximately  $40 million of new
convertible  notes that will be convertible  into New Common  Shares.  Under the
Plan,  there will be no recovery  for holders of  existing  preferred  or common
equity securities of the Company, whose interests will be cancelled.            

     The  Company's  management,  assisted by its financial  advisors,  Dresdner
Kleinwort & Wasserstein, Inc., evaluated the reorganization value of the Company
in  connection  with the  filing of the Plan.  The  reorganization  value of the
Company on a going  concern  basis was  estimated to be between $350 million and
$500 million.  This evaluation of the Company  resulted in a range of values for
the new common  equity of between  approximately  $102 million and $252 million.
The Plan as submitted  reflects a  reorganization  value of $413 million,  which
includes a valuation of the new common equity totaling $165 million.            

CRITICAL ACCOUNTING POLICIES                                                    

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.                                           

     On an ongoing  basis,  management  evaluates its  estimates and  judgments,
including  those  related  to  revenue   recognition,   uncollectible   accounts
receivable,  long-lived  assets,  operating  costs and accruals,  reorganization
costs,  litigation  and  contingencies.   Management  bases  its  estimates  and
judgments on historical experience, current economic and industry conditions and
on  various  other  factors  that  are  believed  to  be  reasonable  under  the
circumstances.  This forms the basis for  making  judgments  about the  carrying
values of assets  and  liabilities  that are not  readily  apparent  from  other
sources.  Actual  results  may  differ  from  these  estimates  under  different

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assumptions or conditions. Management believes the following critical accounting
policies  affect  the  more  significant  judgments  and  estimates  used in the
preparation of its consolidated financial statements.                           

Long-Lived Assets                                                     

     The Company  provides for the  impairment of long-lived  assets,  including
goodwill,  pursuant to Statement of Financial  Accounting Standards ("SFAS") No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed of",  which  requires that  long-lived  assets and certain
identifiable  intangibles  held and used by an entity be reviewed for impairment
whenever events or changes in circumstances  indicate that the carrying value of
an asset may not be recoverable.  Such events include, but are not limited to, a
significant  decrease in the market  value of an asset,  a  significant  adverse
change in the  business  climate  that  could  affect the value of an asset or a
current period  operating or cash flow loss combined with a history of operating
or  cash  flow  losses.   An  impairment   loss  is  recognized  when  estimated
undiscounted future cash flows, before interest, expected to be generated by the
asset are less than its carrying  value.  Measurement of the impairment  loss is
based on the estimated  fair value of the asset,  which is generally  determined
using  valuation  techniques  such as the  discounted  present value of expected
future cash flows, appraisals or other pricing models as appropriate.           

     The Company  recognized  impairments of long-lived  assets of approximately
$1.7 billion and $28 million  during the years ended December 31, 2000 and 2001,
respectively. The Company expects to recognize a further write-down in the value
of long-lived assets of up to $220 million upon emergence from bankruptcy.      

     Financial Reporting by Entities in Reorganization under the Bankruptcy Code

     These  consolidated  financial  statements have been prepared in accordance
with  AICPA  Statement  of  Position  ("SOP")  90-7.  Pursuant  to SOP 90-7,  an
objective  of  financial  statements  issued by an entity  in  Chapter  11 is to
reflect its financial  evolution  during the proceeding.  For that purpose,  the
consolidated financial statements for periods including and subsequent to filing
the  Chapter 11 petition  should  distinguish  transactions  and events that are
directly  associated with the reorganization  from the ongoing operations of the
business.  Expenses and other items not directly  related to ongoing  operations
are  reflected  separately  in  the  consolidated  statement  of  operations  as
reorganization  expenses.  Reorganization  expenses  were  $18  million  and $23
million,  net of a gain of $3 million in 2002,  during  the three  months  ended
March 31, 2001 and 2002, respectively.                                          

     Upon  confirmation  of the Plan,  the  Company  will  apply  "Fresh  Start"
reporting in accordance with generally accepted  accounting  principles ("GAAP")
and  the   requirements  of  SOP  90-7  "Financial   Reporting  by  Entities  in
Reorganization  under the  Bankruptcy  Code."  Under Fresh Start  reporting  the
reorganization  value of the  Company,  which  generally  represents  the  going
concern value of the Company, is ultimately  determined pursuant to the approval
of the Company's Plan by the Company's  creditors and the Bankruptcy Court. Upon
the  effective  date of the Plan  (hereinafter,  the  "Effective  Date"),  a new
capital  structure will be established  and assets and  liabilities,  other than
deferred taxes, will be stated at their relative fair values. Deferred taxes are
determined in conformity with SFAS No. 109, "Accounting for Income Taxes."      

     As of the Effective Date, it is anticipated that approximately $2.5 billion
of unsecured  creditor and debt  liabilities  will be discharged  for new equity
with an estimated value of approximately $160 million. In addition, the existing
outstanding preferred and common stock,  including warrants and options, will be
extinguished. (See Liquidity and Capital Resources section.)                    

COMPANY OVERVIEW                                                                

     ICG is a facilities-based,  nationwide  communications  provider focused on
providing  data and voice  services  to  Internet  service  providers  ("ISPs"),
telecommunication  carriers and corporate customers.  ICG is a competitive local
exchange  carrier  ("CLEC")  certified  in most  of the  United  States,  having
interconnection  agreements  with every  major  local  exchange  carrier.  ICG's
facilities  support three product  offerings:  (i) Dial-Up  Services,  providing
wholesale   managed  modem   connection  to  ISPs  and  other   carriers;   (ii)
Point-to-Point  Broadband,  or  special  access  service,   providing  dedicated
broadband  connections  to other  carriers,  as well as SS7 and switched  access
services;  and (iii)  Corporate  Services,  providing voice and data services to
corporate  customers  with an  emphasis on  Dedicated  Internet  Access  ("DIA")
services.                                                                       

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o    Dial-Up Services: The Company provides primary rate interface ("PRI") ports
     (one  and two way)  and  managed  modem  services  ("IRAS")  to many of the
     largest national ISPs and other telecommunications  carriers, as well as to
     numerous regional ISPs and other communication  service companies.  Most of
     these services are on-switch through the Company's owned facilities. Before
     the related reciprocal compensation,  revenue from these services accounted
     for 39% of the  Company's  total first  quarter  2002  revenue.  Associated
     reciprocal compensation revenue accounted for 16% of the Company's revenue.

o    Point-to-Point  Broadband Service: The Company provides dedicated bandwidth
     to connect (i) long-haul carriers to local markets,  large corporations and
     other  long-haul  carrier  facilities and (ii) large  corporations to their
     long-distance  carrier sites and other corporate locations.  Special access
     sales are focused in areas where ICG  maintains  local fiber and  buildings
     on-net  or  in  close  proximity.  Point-to-Point  Broadband  service  also
     includes switched access and SS7 services. Point-to-Point Broadband service
accounted for 27% of the Company's total first quarter 2002 revenue.  

o    Corporate  Services:  The Company offers  Internet  access,  data and voice
     service to  corporate  customers.  ICG is well  positioned  to expand  this
     service with its metropolitan asset base, data network infrastructure,  and
     Internet  experience.  Corporate  Services accounted for 18% of total first
quarter 2002 revenue.                                                 

     To provide its service  offerings,  ICG  combines  its 5,542 route miles of
metropolitan  and  regional  fiber  network   infrastructure,   nationwide  data
backbone,  data POPs, 25 asynchronous  transfer mode ("ATM") switches,  numerous
private and public Internet peering arrangements and 47 voice and data switches.
The  Company's  data network is supported by a nationwide  fiber optic  backbone
currently  operating  at OC-12  capacity.  The  design of the  physical  network
permits the Company to offer flexible, high-speed telecommunications services to
its customers.                                                                  

     The  metropolitan  and regional  network  infrastructure  consists of fiber
optic cables and associated advanced electronics and transmission equipment. The
Company's  network is  generally  configured  in redundant  synchronous  optical
network  ("SONET")  rings  to  make  the  network   accessible  to  the  largest
concentration of telecommunications  intensive business customers within a given
market.  This network  architecture  also offers the advantage of  uninterrupted
service in the event of a fiber cut or equipment  failure,  thereby resulting in
limited outages and increased network reliability in a cost efficient manner.   

LIQUIDITY AND CAPITAL RESOURCES                                                 

Capital Resources                                                               

Reorganized Capital Structure                                         

     Under the Company's  proposed Plan, the senior secured  financing  facility
("Senior  Facility")  will be  restructured  with new terms  and new notes  (the
"Secured  Notes"),  which will be issued to the lenders.  The balance due on the
Secured  Notes will be  approximately  $60  million.  In  addition,  the Plan is
premised  upon  obtaining $65 million of new exit  financing  comprised of three
components:  (i) a $25 million new senior  subordinated  secured  term loan (the
"Senior  Subordinated  Term  Loan"),  the  proceeds of which will be utilized to
partially  repay the Senior  Facility;  (ii) the  issuance by the Company of $40
million of new  unsecured  convertible  notes  (the  "Convertible  Notes"),  the
proceeds of which will be utilized  by the Company for general  working  capital
and corporate  purposes;  and (iii) the Secured Notes. (The Senior  Subordinated
Term Loan, the Convertible Notes and the Secured Notes are collectively referred
to as the "Exit Financing".)                                                    

     As proposed in the Company's Plan, the Senior  Subordinated  Term Loan will
be arranged by Cerberus  Capital  Management,  L.P.  ("CCM") and the Convertible
Notes  will  be  purchased  by a  group  of  institutions  with  CCM  being  the
predominant investor. Among other terms and conditions,  the Senior Subordinated
Term Loan (i) shall be subordinated to the Secured Notes,  (ii) shall be secured
by liens on  substantially  all  assets  of the  Company,  junior  to the  liens
securing the Secured Notes, (iii) shall mature four (4) years from the Effective
Date,  (iv) shall have no  amortization  prior to  maturity,  and (v) shall bear
interest at the rate of fourteen  percent  (14%) per annum,  payable  monthly in
arrears.                                                                        

     Among other terms and  conditions,  the  Convertible  Notes  shall:  (i) be
unsecured, (ii) be subordinated to the Secured Notes and the Senior Subordinated
Term Loan,  (iii) shall be  convertible  at any time into  2,250,000  new common
shares, and (iv) shall be issued with  non-detachable  shares of preferred stock

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of the reorganized ICG with an aggregate liquidation  preference of $10,000. The
holders of the  Convertible  Notes will have  voting  rights  equivalent  to the
voting rights of the holders of the New Common Shares on an as converted  basis.
In  addition,   subject  to  certain  percentage  ownership  requirements,   the
Convertible  Notes  will  entitle  CCM to  appoint  five  (5)  directors  to the
reorganized Company's Board of Directors, W. R. Huff Asset Management Co. L.L.P.
to  appoint  two (2)  directors  and  Morgan  Stanley  & Co.,  on  behalf of the
Company's unsecured creditors,  will be entitled to select one board member. The
Company's  current CEO, Mr. Randall Curran,  will serve as Chairman of the Board
of Directors.  In addition,  certain corporate actions will require the approval
of a supermajority of the Board.                                                

     The proposed Exit Financing is contingent upon the Company consummating its
Plan, which will include  obtaining the necessary  approvals from the Bankruptcy
Court and the  Company's  creditors.  The Plan contains the  endorsement  of the
Company's  official  committee of unsecured  creditors and their  recommendation
that the creditors vote to accept the Plan; however,  there is no assurance that
the  Bankruptcy  Court and the Company's  creditors will approve of the proposed
Plan. Additionally, the Exit Financing remains subject to a number of conditions
precedent,  including the completion of final documentation,  the absence of any
material adverse change in the Company's business or financial condition and the
absence of any material disruption in the financial markets.                    

     The following  table,  Condensed  Capital  Structure,  compares the capital
structure  of the Company as of March 31,  2002,  as  reported in the  Company's
interim unaudited financial statements, with the projected pro forma reorganized
capital structure of the reorganized ICG upon confirmation of the Plan.  Amounts
presented  below as the Projected Pro Forma  elements of the  reorganized  ICG's
capital  structure are taken from the  Company's  Plan that assumes an effective
date of confirmation of the Plan of April 30, 2002.                             

 Condensed Capital Structure

                                                                [Download Table]

                                                            Projected Pro  
                                              Actual            Forma      
                                         ----------------    Reorganized   
                                          March 31, 2002    April 30, 2002 
                                                   (in thousands)          
                                         ----------------  ----------------
Capital lease obligations:                                                 
                                                                           
  Corporate headquarters                 $        50,852   $        50,902 
  Other                                          181,556            47,738 
                                         ----------------  ----------------
    Total capital lease obligations              232,408            98,640 
Secured long-term debt                                                     
  Senior facility                                 84,574                 - 
  Secured Notes                                        -            59,574 
  Other secured debt                                 929            24,463 
                                         ----------------  ----------------
    Total secured long-term debt                  85,503            84,037 

Senior Subordinated Term Loan                          -            25,000 
Convertible Notes, net of $5 million of                                    
  debt discount                                        -            35,000 
Unsecured long-term debt                       1,968,781                 - 
                                         ----------------  ----------------
Total debt                                     2,286,692           242,677 

Preferred stock                                1,326,745                 - 
Stockholders' equity (deficit)                (3,476,041)          165,000 
                                         ----------------  ----------------
Total debt and stockholders' equity      $       137,396   $       407,677 
                                         ================  ================

     The  Company  has  received  commitment  letters  for the  Exit  Financing,
however,  these commitments remain subject to a number of conditions  precedent,
including  without  limitation  (i) completion of final  documentation  and (ii)
absence of any material  adverse  change in the  Company's  business or material
disruption  in the  financial  markets.  There can be no  assurance  that  these
conditions  will be  satisfied  (or  waived),  and if not,  the Company will not
obtain the financing provided thereby.                                          

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     As stated above,  the Plan is premised upon  reorganized  ICG obtaining the
Exit  Financing.  In the event the Company does not obtain such  financing,  the
Company's  ability  to  execute  its Plan and meet  future  commitments  will be
materially adversely impacted.                                                  

     Capital lease  obligations  primarily  include long-term leases for certain
fiber facilities and the headquarters  building and are projected to total $98.6
million at the Effective Date. The effective interest rate is assumed to average
14.8% per annum for fiber leases and 11.7% per annum for the building.          

     The Secured Notes are projected to have a principal  balance of $60 million
outstanding  as of the  Effective  Date.  Interest on the Secured  Notes will be
accrued as a premium over LIBOR or a premium over the bank's prime rate and will
be payable monthly in arrears. If outstanding at March 31, 2002 the rate payable
is estimated to have been 8.0% per annum.  The principal  balance of the Secured
Notes is projected to begin amortizing in 2003 and will mature in 2005.         

     The $25 million Senior  Subordinated  Term Loan will accrue interest at 14%
and will be payable monthly in arrears.  The Senior  Subordinated Term Loan will
mature in four years.  In  addition,  warrants  to  purchase  200,000 New Common
shares  of the  reorganized  ICG will be issued in  connection  with the  Senior
Subordinated  Term Loan.  The warrants will have an exercise  price equal to the
reorganization value assigned to the Company and will expire, if unexercised, on
the fifth anniversary of Effective Date.                                        

     The $40 million of Convertible Notes will be convertible into 2,250,000 New
Common Shares of the  reorganized  ICG at the  Effective  Date.  This  effective
conversion  price  (i.e.  $17.78 per share) is 11.1%  below the value of the New
Common shares as of the Effective Date (i.e. $20.00 per share) representing a $5
million value associated with the conversion rights. Interest will accrue at the
rate of 11% per  annum  compounded  quarterly  and  will be paid in the  form of
additional  Convertible  Notes and  conversion  rights.  Payments on Convertible
Notes,  to the extent not converted,  will mature on the seventh  anniversary of
the  Effective  Date.  The $5 million  value of the  initial  conversion  rights
associated with the Convertible Notes has been established as debt discount with
a corresponding  increase to additional paid in capital of stockholders'  equity
to reflect the impact of such beneficial  conversion feature in the accompanying
table.                                                                          

     The Secured  Notes and the Senior  Subordinated  Term Loan will require the
Company to meet  certain  financial  covenants.  The  financial  covenants  will
include minimum EBITDA  requirements and capital  expenditure  limitations.  The
covenants  will also  require  that the Company  maintain a minimum cash balance
calculated as a ratio to the outstanding  balance of the Secured Notes.  Certain
of  these  financial  covenants  will  be  established  based  on the  Company's
projected  financial results set forth in the Plan. The Company's Plan, however,
is based on the good faith assumptions and projections of management,  which are
inherently uncertain.  Actual results could differ materially from the Company's
Plan,  which in turn could negatively  impact the Company's  compliance with the
financial covenants.                                                            

     Additionally,  the minimum cash covenant will be established by the secured
lenders without reference to the Company's financial  projections.  Based on the
Company's  current EBITDA  projections,  and assuming the Company does not raise
additional funds, or cut its projected capital spending,  the Company would need
to request a  modification  or waiver with respect to the minimum cash  coverage
ratio covenant by the fourth quarter of 2003.  Management  anticipates  that the
Company's  business plan provides  sufficient  flexibility to reduce spending as
appropriate to remain in compliance  with this covenant.  New sources of capital
may also be available  beyond that which is currently  projected by  management.
There is no assurance,  however,  that these objectives can be realized, or that
the Company will be able to secure additional capital or alternative  financing.
In such event,  the secured  lenders  could  declare a default and take  certain
actions that would require the Company to accelerate repayment.                 

     Other  secured debt as of the Effective  Date  consists  primarily of notes
issued to vendors and taxing  authorities  and are projected to have a principal
balance totaling $24.5 million. Associated interest expense is projected at 7.0%
to 10% per annum, payable monthly.                                              

Other Sources of Funding                                              

     The Company had cash and cash equivalents of $97 million at March 31, 2002.
The  Company   also  had  $11  million  of   short-term   investments   held  as
available-for-sale at March 31, 2002.                                           

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     The Company  expects that the demand for  telecommunication  services  will
grow and,  notwithstanding  the  current  downturn  in the  general  economy and
specifically the telecommunications  industry,  that it will be able to increase
its relatively  small share of the markets it serves.  The Company also believes
that as the Company's revenues grow, cash provided by operating  activities will
increase.  The Company  anticipates  that it will be able to refinance  all or a
portion of the amounts due at the term of the respective facilities.            

Capital Commitments                                                             

Capital Expenditures                                                  

     Capital  expenditures are projected to be approximately $98 million in 2002
and $500 million  through 2005. An estimated 25% to 35% of the  expenditures  in
2002 will be  incurred  to maintain  the  current  functionality  of the network
infrastructure  and information and business support  systems,  such as software
upgrades and replacement of physically obsolete equipment. Capital expenditures,
exclusive  of amounts  required to maintain  the current  functionality  will be
driven by customer demand for the Company's services. If customer demand for new
services does not meet the expectation of the Plan, capital expenditures will be
proportionally reduced.                                                         

     The Company  also has  available  capacity on its data  backbone and in its
modem banks.  It is the  Company's  objective  to use this  capacity to generate
future revenue streams.                                                         

Assessment of Risks and Uncertainty                                             

Availability of Financing                                             

     The Company believes that cash and short-term investments should enable the
Company to fund  operations  into 2004,  when the Company plans to refinance the
Secured Notes. There can be no assurance,  however,  that such resources will be
sufficient  for  anticipated  or  unanticipated   working  capital  and  capital
expenditure   requirements,   or  that  the  Company  will  achieve  or  sustain
profitability or positive EBITDA in the future,  which will allow it to maintain
cash reserve or attract capital with which to refinance the Secured Notes.      

     As stated above,  the Plan is premised upon the  reorganized  ICG obtaining
the Exit  Financing  on the  Effective  Date.  In the event the Company does not
obtain such  financing,  the Company's  ability to execute its business plan and
meet future commitments will be materially adversely impacted.                  

Business Environment                                                  

     The   general   economic   downturn   and  the  severe   downturn   in  the
telecommunications industry have resulted in an increased risk to the Company in
the form of exposure to credit risk from  existing  customers,  increased  churn
(especially in Point-to-Point Broadband services) and oversupply of backbone and
other services, creating increased pricing pressures.                           

     Due to the impacts of a slowing  economy,  which has  resulted in customers
going out of business,  filing  bankruptcy or looking for  opportunities  to cut
costs,  the Company has experienced an  acceleration of customers  disconnecting
services  that has  resulted in  downward  pressure  on  revenue.  In  addition,
customers  are taking  longer to make buying  decisions,  lengthening  the sales
cycle.  During the first  quarter  2002,  $2 million of  recurring  revenue  was
eliminated due to customer disconnections.                                      

     Management  believes that such pressure will continue to negatively  impact
revenue   performance   for  the  first  half  of  2002  and  possibly   longer.
Approximately 4% of the Company's March,  2002 recurring revenue was earned from
customers  who had filed for Chapter 11  bankruptcy  protection  as of April 30,
2002.  Other  customers of the Company have been  adversely  affected by overall
industry trends and may also be experiencing financial difficulties. The Company
anticipates  further  disconnections due to customers  optimizing their existing
networks,  continued cost cutting efforts, and additional customer  bankruptcies
or other financial difficulties.  There is no assurance that the Company will be
able to replace lost revenue with new revenue from sales.                       

     Additional  factors that could negatively impact the Company's margins in a
slowing  economy  includes  below-cost  pricing by some  competitors to increase
short-term  cash flow. In addition,  pricing  pressure from long-haul  providers

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could impact pricing of inter-city point-to-point services. However, the Company
believes  that its margins  will be improved by its ability to sell  services on
its extensive networks that extend beyond the highly competitive routes.        

     Reciprocal  compensation revenue is primarily associated with the Company's
Dial-Up revenue and represents  compensation  from other local exchange carriers
("LEC"s) for local exchange  traffic  originated on another LEC's facilities and
terminated  on the  Company's  facilities.  Reciprocal  compensation  rates  are
established by interconnection agreements between the parties. In most states in
which the Company provides  services,  regulatory  bodies have established lower
traffic   termination   rates  than  the  rates  provided  under  the  Company's
interconnection  agreements. As a result, future rates will likely be lower than
the rates under the expiring interconnection agreements. In addition, a 2001 FCC
ruling on reciprocal  compensation  for ISP-bound  traffic reduced rates in 2001
and will further  reduce  rates in January  2002 and June 2003.  The ruling also
capped the number of minutes that can be billed for ISP-bound traffic. An appeal
of the ruling was filed in February 2002 and a decision is expected in mid-2002.
Reciprocal  compensation  represented 13% and 16% of revenue in the three months
ended  March 31, 2001 and 2002,  respectively.  The  Company  believes  that the
revenue earned from reciprocal  compensation  will be  significantly  reduced in
future years.                                                                   

     The immense capital  investments  made in the  telecommunications  industry
have created an oversupply of network  infrastructure which, combined with rapid
technological advancements that have the potential to reduce operating costs and
intense competition from numerous participants in most of the Company's markets,
have resulted in  significant  pricing  pressure in each of the  Company's  main
service areas.  While the Company believes it is price competitive  overall,  it
cannot  predict the extent of further  pricing  pressures and potential  adverse
impacts to future operating results.                                            

Loss of significant customer                                          

     The  Company  has  substantial  business  relationships  with  a few  large
customers.  For the three  months ended March 31,  2001,  and 2002,  the top ten
customers  accounted  for 44% and  55%,  respectively,  of  total  revenue.  The
Company's  largest  customer  accounted  for 10% and 26% of total revenue in the
three months ended March 31, 2001, and 2002, respectively.  In the first quarter
of 2002  the  companies  that  individually  represented  more  than 5% of total
revenue  were Qwest  Communications,  Inc.  and UUNet (a division  of  WorldCom,
Inc.).                                                                          

Off Balance Sheet Financing                                                     

     The  Company  has no off  balance  sheet  financing  other  than  long term
commitments for operating leases and rents.                                     

Historical Cash Activities                                                      

Net Cash Used By Operating Activities                                           

     The Company's operating  activities used $62 million and $31 million in the
three  months  ended  March  31,  2001 and  2002,  respectively.  The  Company's
operating  activities  before  reorganization  items  used $31  million  and $20
million in 2001 and 2002, respectively. Net cash used by operating activities is
primarily  due to losses from  continuing  operations  and  decreases in working
capital,  offset by non-cash  charges  such as  depreciation  and  amortization,
provision for uncollectible accounts and deferred interest expense.             

     Operating  reorganization items represent primarily non-cash items incurred
during  the  bankruptcy  process  and are  comprised  primarily  of  changes  in
liabilities subject to compromise and post-petition accruals directly related to
the restructuring.                                                              

Net Cash Used By Investing Activities                                           

     Investing  activities  used $5 million and $17 million in the three  months
ended  March  31,  2001  and  2002,  respectively.  Net cash  used by  investing
activities is primarily  comprised of cash  purchases of property and equipment,
buying and selling of  short-term  investments  and  fluctuations  in  long-term
deposit balances.                                                               

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Net Cash Used By Financing Activities                                           

     Financing  activities  used $2 million  and $1 million in the three  months
ended March 31, 2001 and 2002,  respectively.  Cash used by financing activities
in 2001 and 2002  represents  primarily  principal  payments  on  capital  lease
obligations that are subject to compromise.                                     

     The Company continues to make interest-only payments on the Senior Facility
balance as approved by the Bankruptcy  Court. The payment of principal due under
the  Senior  Facility  has been  stayed by the  Bankruptcy  Court.  The  Company
anticipates that in connection with the Exit Financing proposed in its Plan (see
"Reorganized  Capital Structure" under "Liquidity and Capital  Resources"),  the
Company will repay $25 million on or about the Effective Date, and the remaining
$60 million will be replaced with the Secured Notes.                            

     As of March 31,  2002,  the  Company  had an  aggregate  accreted  value of
approximately $2 billion outstanding under the 13 1/2% Senior Discount Notes due
2005, the 12 1/2% Senior  Discount  Notes due 2006, the 11 5/8% Senior  Discount
Notes due 2007, the 10% Notes and the 9 7/8% Notes. It is anticipated  that this
debt will be discharged pursuant to the confirmation of the Company's Plan.     

     As of March 31, 2002, an aggregate amount of approximately $1.3 billion was
outstanding under the 6 3/4% Preferred Securities,  the 14% Preferred Stock, the
14 1/4% Preferred Stock and the 8% Series A Convertible  Preferred  Stock. It is
anticipated  that the  preferred  stock  will be  extinguished  pursuant  to the
confirmation of the Company's Plan.                                             

     The  proposed  Exit  Financing  is  entirely  contingent  upon the  Company
consummating its Plan, which will include obtaining the necessary approvals from
the  Bankruptcy  Court  and the  Company's  creditors.  The  Plan  contains  the
endorsement of the Company's official committee of unsecured creditors and their
recommendation that the creditors vote to accept the Plan; however,  there is no
assurance that the Bankruptcy Court and the Company's  creditors will approve of
the proposed Plan. Additionally,  the Exit Financing remains subject to a number
of conditions  precedent,  including the completion of final documentation,  the
absence of any material  adverse  change in the Company's  business or financial
condition and the absence of any material disruption in the financial markets.  

Capital Expenditures                                                            

    The Company's capital expenditures, which represent assets acquired with
cash, were $8 million for the three months ended March 31, 2001 and 2002.       

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RESULTS OF OPERATIONS                                                           

     The following  table provides a breakdown of revenue,  operating  costs and
selling,  general and  administrative  expenses  for the Company for the periods
indicated. The table also shows certain revenue,  expenses,  operating loss, and
EBITDA as a percentage of the Company's total revenue.                          

                                                                [Download Table]

                                                  Financial Data                    
                                           Three months ended March 31,             
                               -----------------------------------------------------
                                         2001                       2002            
                               -------------------------- --------------------------
                                     $            %             $            %      
                               -------------------------- --------------------------
                                                   (unaudited)                      
                                             ($ values in thousands)                
Statement of Operations Data:                                                       
                                                                                    
Revenue                            136,397          100       112,171          100  
Operating costs                    112,562           83        67,378           60  
Selling, general and                                                                
 administrative                     30,696           22        27,602           25  
Depreciation and amortization       15,989           12        19,626           17  
Other, net                              71            -            (6)           -  
                               ------------- ------------ ------------- ------------
   Operating loss                  (22,921)         (17)       (2,429)          (2) 

Other Data:                                                                         
EBITDA (1)                          (6,861)          (5)       17,191           15  
Net cash used by operating                                                          
 activities                        (61,644)                   (31,336)              
Net cash used by investing                                                          
 activities                         (5,011)                   (17,097)              
Net cash used by financing                                                          
 activities                         (1,803)                      (700)              
Capital expenditures (2)             7,898                      7,609               
------------------------------------------------------------------------------------


                            Statistical Data (unaudited) (3)

                                                        [Enlarge/Download Table]


                         March 31,    June 30,    Sept. 30,  December 31,  March 31, 
                            2001        2001         2001        2001         2002   
                         ----------  ----------  ----------- ------------ -----------
                                                                                     
Full time employees          1,476       1,422        1,389        1,368       1,342 
Telecom services:                                                                    
Access lines in service,                                                             
 in thousands(4)               778         719          789          742         807 
Buildings connected:                                                                 
  On-net                       925         881          902          901         911 
  Hybrid (5)                 8,151       7,264        6,315        5,727       5,189 
                         ----------  ----------  ----------- ------------ -----------
Total buildings connected    9,076       8,145        7,217        6,628       6,100 
Operational switches:                                                                
  Circuit                       44          44           43           43          47 
  ATM                           26          27           26           27          25 
                         ----------  ----------  ----------- ------------ -----------
Total operational                                                                    
 switches                       70          71           69           70          72 

Operational regional                                                                 
 fiber route miles(6):       5,577       5,577        5,542        5,542       5,542 
Operational regional                                                                 
  fiber strand miles(7):   166,498     166,498      165,847      165,847     165,847 
Collocations with ILECs        160         160          148          161         160 

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(1)  EBITDA  consists of net income  (loss) from  continuing  operations  before
     interest,   income  taxes,   reorganization   expenses,   depreciation  and
     amortization,  other  expenses,  net.  EBITDA is  presented  to  enhance an
     understanding  of the  Company's  operating  results and is not intended to
     represent  cash flows or results of operations in accordance  with GAAP for
     the periods  indicated.  EBITDA is not a measurement  under GAAP and is not
     necessarily  comparable with similarly  titled measures of other companies.
     Net cash  flows from  operating,  investing  and  financing  activities  of
     continuing  operations as determined using GAAP are also presented in Other
     Data. The following table is a  reconciliation  of the net loss reported by
the Company to EBITDA:                                                

                                                                [Download Table]

                                                    Three Months Ended    
                                                         March 31,        
                                                 -------------------------
                                                     2001         2002    
                                                 ------------ ------------
                                                       (in thousands)     

                                                                          
Net loss                                         $   (53,357)     (31,284)
Depreciation and amortization                         15,989       19,626 
Interest expense                                      12,718        5,704 
Reorganization expenses                               17,686       23,291 
Other expense (income), net                              103         (146)
                                                 ------------ ------------
EBITDA                                           $    (6,861) $    17,191 
                                                 ============ ============

(2)  Capital  expenditures  include assets acquired with cash,  payables,  under
capital leases, and pursuant to IRU agreements.                       

(3)  Amounts  presented are for  three-month  periods ended, or as of the end of
the period presented.                                                 

(4)  Access lines in service include only provisioned lines generating revenue. 

(5)  Hybrid buildings  connected  represent buildings connected to the Company's
network via another carrier's facilities.                             

(6)  Regional  fiber  route  miles  refers to the number of miles of fiber optic
     cable,  including  leased fiber.  None of the regional fiber route miles at
March 31, 2002 were leased under operating leases.                    

(7)  Regional  fiber strand  miles refers to the number of regional  fiber route
     miles,  including leased fiber, along a telecommunications  path multiplied
     by the number of fiber strands  along that path. As of March 31, 2002,  the
     Company had  165,847  regional  fiber  strand  miles,  45,445 of which were
leased under operating leases.                                        

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THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001 

     In general,  year-over-year  activity was impacted by the Company's efforts
to streamline  operations and conserve cash subsequent to filing for bankruptcy.
The Company put in place  initiatives to focus on its most profitable  products,
reduce  operating  costs and  align  its  selling,  general  and  administrative
expenses with its business plan. As a result,  operating  costs,  including line
costs,  were reduced 40% from the first  quarter of 2001 to the first quarter of
2002,  primarily  due  to  a  reduction  in  excess  capacity  and  services  in
unprofitable  markets.  During this time operating costs as a percent of revenue
decreased  from 83% in the first  quarter of 2001 to 60% in the first quarter of
2002.                                                                           

     In connection  with its efforts to streamline  operations,  the Company has
substantially reduced its workforce.  The workforce of 3,160 full-time employees
at September 30, 2000 (immediately  prior to the bankruptcy  filing) was reduced
to 2,054 by December 31, 2000. In the first quarter of 2001, the Company further
reduced the number of full-time  employees  28% to 1,476 at March 31,  2001.  By
December 31, 2001 the number of full-time  employees  was reduced to 1,368,  and
has remained stable since then.  However,  on May 2, 2002, the Company announced
that  another  reduction in force in the range of 10% to 15% would take place in
the second quarter of 2002.                                                     

Revenue                                                                         

                                                                [Download Table]

                                      Three Months Ended March 31,      
                                 ---------------------------------------
                                       2001                 2002        
                                 ------------------  -------------------
                                    $         %         $          %    
                                 --------  --------  ---------   -------
                                        ($ values in thousands)         
                                                                        
Dial-Up                           46,593       34      44,222        39 
Point-to-Point Broadband          39,536       29      29,961        27 
Corporate Services                33,220       24      20,241        18 
Reciprocal Compensation           17,048       13      17,747        16 
                                 --------  --------  ---------   -------
  Total Revenue                  136,397      100     112,171       100 
                                 ========  ========  =========   =======

     Total revenue decreased $24 million, or 18%, between the three months ended
March 31, 2001 and 2002,  respectively.  The decrease was due primarily to a $10
million, or 24%, decrease in Point-to-Point Broadband revenue and a $13 million,
or 39%, decrease in Corporate Services revenue.  Reciprocal Compensation revenue
in 2002 includes $5 million from a settlement  reached with SBC  Communications,
Inc. ("SBC")                                                                    

     The   general   economic   downturn   and  the  severe   downturn   in  the
telecommunications   industry   have   resulted  in  an  oversupply  of  network
infrastructure.  In addition,  the slowing economy has resulted in the Company's
customers going out of business,  filing for bankruptcy protection,  and looking
for opportunities to cut costs. The effects on the Company include higher levels
of customer  disconnections  and increased  pricing pressure on new and existing
customer  contracts.  In addition,  customers  are taking  longer to make buying
decisions, lengthening the sales cycle.                                         

     Dial-Up  revenue  is earned by  providing  PRI ports  (one and two way) and
managed modem (IRAS) services to ISPs and other communication service companies.
Dial-Up  revenue  decreased  5% from $47 million in 2001 to $44 million in 2002,
due primarily to a decrease in the average  monthly revenue per customer port in
service.  Dial-Up  revenue's  contribution to total revenue rose from 34% in the
first quarter of 2001 to 39% in the first quarter of 2002.                      

     Point-to-Point  Broadband  revenue is generated  from  service  provided to
interexchange  carriers ("IXC"s) and end-user business  customers.  This service
provides dedicated  bandwidth and offers DS1 to OC-192 capacity to connect:  (i)
long-haul carriers to local markets, large companies and other long-haul carrier
facilities;  and (ii) large companies to their long distance carrier  facilities
and other  facilities.  The  decrease in  Point-to-Point  Broadband  revenue was
comprised of decreases in special  access,  switched  access and SS7 revenues of
20%, 48% and 39%, respectively,  which occurred primarily due to customer churn.
Point-to-Point  Broadband revenue's  contribution to total revenue declined from
29% in the first quarter of 2001 to 27% in the first quarter of 2002.           

     Corporate  Services revenue includes local enhanced  telephony  (voice) and
data  (internet  access)  services to businesses  over its fiber optic  networks
located in major  metropolitan  areas.  The billed line count decreased 44% from
the  first  quarter  of 2001 to the first  quarter  of 2002,  while the  average
monthly revenue per line increased 10%. The decrease in the billed line count is
primarily  the result of customer  churn in the telephony  services,  as well as

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planned  transition of customers in certain  service areas.  Corporate  Services
revenue's  contribution to total revenue  declined from 24% in the first quarter
of 2001 to 18% in the first  quarter of 2002. In addition,  the Company  entered
into an  agreement to transfer its long  distance  revenue  stream in the fourth
quarter of 2001. These customers  generated $2.5 million of revenue in the three
months  ended  March 31,  2001.  The lost  revenue's  impact  on EBITDA  was not
significant.                                                                    

     Reciprocal   Compensation   revenue  is   primarily   earned   pursuant  to
interconnection  agreements with incumbent local exchange carriers ("ILEC"s) for
the transport and termination of calls  originated by ILEC customers,  including
Internet  bound  calls.  Reciprocal  Compensation  revenue  remained  consistent
between the three months ended March 31, 2001 and 2002,  generating  $17 million
and $18 million,  respectively.  Reciprocal Compensation's contribution to total
revenue  increased  from  13% in 2001 to 16% in  2002.  Reciprocal  Compensation
revenue in 2002  includes $5 million from a settlement  reached with SBC. If the
revenue from the settlement were to be excluded, Reciprocal Compensation revenue
would have decreased 25% to $13 million, or 12% of total revenue.  Excluding the
effect of the settlement on revenue,  average  revenue earned per minutes of use
("MOU"s)  decreased 15% and MOUs  decreased  12%. The Company  anticipates  that
Reciprocal  Compensation  revenue  will  decline in the  future  based on future
negotiated rates and expiration of agreements  beginning in the first quarter of
2003.                                                                           

     The  Company  has  substantial  business  relationships  with  a few  large
customers.  For the three  months ended March 31,  2001,  and 2002,  the top ten
customers  accounted  for 44% and  55%,  respectively,  of  total  revenue.  The
Company's  largest  customer  accounted  for 10% and 26% of total revenue in the
three months ended March 31, 2001, and 2002, respectively. In 2002 the companies
that  individually  represented  more  than  5%  of  total  revenue  were  Qwest
Communications, Inc. and UUNet (a division of WorldCom, Inc.).                  

Operating costs                                                                 

     Operating costs consist  primarily of payments to ILECs,  other competitive
local exchange  carriers  ("CLEC"s),  and long distance  carriers for the use of
network facilities to support local, special, switched access services, and long
distance services as well as internal network operating costs, right of way fees
and other operating costs.  Internal network operating costs include the cost of
engineering and operations personnel dedicated to the operations and maintenance
of the network.  Total operating costs decreased from $113 million for the three
months  ended March 31,  2001 to $67 million for the same period in 2002,  a 40%
decrease. As a percentage of revenue, operating costs also decreased from 83% in
the first  quarter  of 2001 to 60% in the first  quarter  of 2002.  Through  the
bankruptcy  proceedings,  the Company has significantly  reduced excess capacity
and services in unprofitable markets, thereby reducing operating costs.         

Selling, general and administrative expenses                                    

     Total selling,  general and administrative ("SG&A") expenses decreased from
$31  million  for the three  months  ended March 31, 2001 to $28 million for the
same period in 2001, a 10% decrease.  As a percentage of revenue,  SG&A expenses
increased  slightly  from 22% for 2001 to 25% for 2002.  The  average  number of
full-time  employees during the period decreased 19% from 1,688 in 2001 to 1,368
in  2002.  The  decrease  in SG&A  costs  was due  primarily  to  reduced  costs
associated with the lower  headcount,  as well as lower  facilities costs as the
Company  consolidates its locations during the restructuring  process. On May 2,
2002, the Company  announced that another reduction in force in the range of 10%
to 15% would take place in the second quarter of 2002.  The resulting  reduction
in SG&A costs is expected to take place in the second quarter of 2002.          

Depreciation and amortization                                                   

     Depreciation  and  amortization  increased  from $16  million for the three
months  ended  March  31,  2001 to $20  million  for the  same  period  in 2002,
primarily due to increased levels of property and equipment that had been placed
in service and was being  depreciated.  Total property and equipment  subject to
depreciation  was $487  million and $527  million at December 31, 2001 and March
31,  2002,  respectively,  compared to $338 million and $349 million at December
31, 2000 and March 31, 2001, respectively.                                      

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Interest expense                                                                

     Interest  expense  decreased  from $13 million for the three  months  ended
March 31,  2001 to $6  million  for the same  period in 2002,  primarily  due to
interest  expense  eliminated  since March 31, 2001 as a result of the Company's
rejection of certain capital leases in connection  with the bankruptcy  process.
In addition,  interest expense in the three months ended March 31, 2001 included
$2  million  of   deferred   financing   cost   amortization   relating  to  the
Debtor-In-Possession  Revolving Credit Agreement (the "Credit  Agreement").  The
Company  terminated  the Credit  Agreement on November 7, 2001 and wrote off the
remaining unamortized deferred financing costs to interest expense at that time.

Reorganization expenses                                                         

     Reorganization expenses increased $5 million from $18 million for the three
months  ended  March  31,  2001 to $23  million  for the  same  period  in 2002.
Reorganization   expenses  consist  of  costs  associated  with  the  bankruptcy
proceedings that are not directly  attributable to the ongoing operations of the
Company. As part of its restructuring  activities,  including  reconciliation of
pre-petition  claims,  during the three  months ended March 31, 2002 the Company
recognized $21 million of contract termination expenses, which have been accrued
as unsecured  liabilities  subject to compromise.  The Company also renegotiated
certain capital leases to reduce the amount of equipment under lease,  resulting
in a net gain of $3 million in the first quarter of 2002. In addition, severance
and employee  retention  costs  decreased  $10 million from the first quarter of
2001 to the same  period in 2002.  In the first  quarter  of 2001,  the  Company
reduced the number of its full-time employees from 2,054 at December 31, 2000 to
1,476 at March 31, 2001, which gave rise to these costs. However, no significant
workforce  reduction  occurred in the same period in 2002.  On May 2, 2002,  the
Company  announced  that  another  reduction in force in the range of 10% to 15%
would take place in the second quarter of 2002.                                 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

     The Company's financial position and cash flows are subject to a variety of
risks in the normal course of business,  which include  market risks  associated
with  movements  in interest  rates and equity  prices.  The  Company  routinely
assesses  these risks and has  established  policies and  business  practices to
protect against the adverse effects of these and other potential exposures.  The
Company does not, in the normal  course of business,  use  derivative  financial
instruments for trading or speculative purposes.                                

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 PART II

ITEM 1.   LEGAL PROCEEDINGS                                                     

          On November 14, 2000, the Company and most of its  subsidiaries  filed
          voluntary  petitions  for  protection  under  Chapter 11 of the United
          States Bankruptcy Code in the Federal District of Delaware (Joint Case
          Number  00-4238  (PJW)).  The  Company  is  currently  operating  as a
          debtor-in-possession  under the  supervision of the Bankruptcy  Court.
          The  bankruptcy  petition was filed in order to preserve cash and give
the Company the opportunity to restructure its debt.        

          During the third and fourth  quarters of 2000,  the Company was served
          with fourteen  lawsuits  filed by various  shareholders  in the United
          States  District  Court for the  District of Colorado  (the  "District
          Court").   The  complaints  sought  class  action   certification  for
          similarly  situated  shareholders.  All of the initial  suits named as
          defendants the Company,  the Company's former Chief Executive Officer,
          J.  Shelby  Bryan,  and the  Company's  former  President,  John Kane.
          Additionally,  one  of  the  complaints  named  the  Company's  former
          President,  William S. Beans, Jr., as a defendant. (Both Messrs. Bryan
          and Beans  remain on the  Company's  Board of  Directors.)  The claims
          against the Company were stayed  pursuant to the Company's  filing for
bankruptcy.                                                 

          In October 2001, the District Court  consolidated  the various actions
          and  appointed  lead  plaintiffs'  counsel.  In  February  2002,  lead
          plaintiffs' counsel for the various  shareholders filed a consolidated
          amended  complaint.  In addition to naming Messrs.  Bryan and Beans as
          defendants,  the amended  complaint names as a defendant the Company's
          former chief  financial  officer,  Harry R. Herbst.  The  consolidated
          amended complaint does not name the Company's former  president,  John
          Kane. In addition,  the amended complaint does not name the Company as
          a defendant. The consolidated complaint,  however, indicates that, but
          for the fact that claims against ICG have been stayed  pursuant to the
          Bankruptcy  Code,  the  Company  would be named  as a  defendant.  The
          consolidated  amended complaint  alleges  violations of Sections 10(b)
          and 20(a) of the  Securities  and Exchange Act of 1934 and seeks class
          action  certification  under  Rule 23 of the  Federal  Rules  of Civil
    Procedure. The complaint seeks unspecified compensatory damages.

          The claims against the individual  defendants are proceeding and these
          defendants have retained  separate legal counsel to prepare a defense.
          Under  Section  510(b)  of  the  Bankruptcy   Code,  all  pre-petition
          securities claims against ICG are mandatorily subordinated and will be
          discharged upon the confirmation of the Plan.  Holders of pre-petition
          equity  securities  claims  will not  receive  any  recovery  from the
Company under the proposed Plan.                            

          In  January  2002,  SBC  Communications,  Inc.,  on behalf of  various
          subsidiaries  (collectively  "SBC")  filed a motion  in the  Company's
          Bankruptcy  case  seeking  permission  to  terminate  the  services it
          provides the Company pursuant to its interconnection  agreements.  SBC
          contended  that the Company owed SBC in excess of $24 million  related
          to past billing,  and, as a result, was entitled to terminate services
          and  pursue  an   administrative   claim  for  the  alleged  past  due
          receivable.  SBC  also  filed  a  motion  objecting  to the  Company's
          Disclosure Statement on the grounds that it did not adequately provide
          sufficient  information  with respect to the Company's  ability to pay
          its alleged  obligations to SBC. The Company filed a response to SBC's
          motions  stating  that  it did not owe a  significant  portion  of the
          alleged  past  due  amount.   Additionally,   the  Company's  response
          contended that SBC owed the Company considerably more than the Company
          owed SBC. The Company  retained legal counsel to defend itself against
SBC's claims and pursue its counterclaims.                  

          On March  29,  2002 the  Company  and SBC  entered  into a  settlement
          agreement regarding wholesale services provided by SBC and the Company
          to each other pursuant to the interconnection agreements. On April 30,
          the  Bankruptcy  Court  issued  an order  approving  the  terms of the
          settlement.   On  May  10,   2002,   the   order   became   final  and
          non-appealable.  Only amounts  allegedly owed for the retail services,
          which are not governed by the interconnection  agreements, have yet to
          be resolved.  The Company believes that the ultimate resolution of the
          remaining  items relating to retail services will be immaterial to the
Company's operating results.                                

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          In  January  2001,  certain  shareholders  of ICG  Funding,  LLC ("ICG
          Funding") a wholly-owned subsidiary of the Company, filed an adversary
          proceeding in the United States  Bankruptcy  Court for the District of
          Delaware  (Case number  00-04238 PJW Jointly  Administered,  Adversary
          Proceeding  No.  01-000 PJW) against the Company and ICG Funding.  The
          shareholders in this adversary action sought to recover  approximately
          $2.3  million  from an  escrow  account  established  to fund  certain
          dividend payments to holders of the ICG Funding Exchangeable Preferred
          Securities.  Because ICG Funding filed for bankruptcy protection,  ICG
          Funding did not declare the last  dividend  that was to have been paid
          with the remaining proceeds of the escrow account.  In April 2001, the
          Company and ICG  Funding  finalized a  settlement  agreement  with the
          shareholders that has been approved by the Bankruptcy Court. Under the
          terms  of the  settlement,  the  shareholders  received  approximately
          two-thirds of the funds in the escrow account and the Company received
          the  remaining  one-third  of the escrowed  funds,  subject to certain
          contingencies  and  holdbacks  related  to  shareholders  that did not
participate in the settlement.                              

          The Company is a party to certain other  litigation that has arisen in
          the ordinary  course of business.  In the opinion of  management,  the
          ultimate  resolution of these matters will not have a material adverse
          effect on the Company's financial condition,  results of operations or
          cash flows.  The  Company is not  involved  in any  administrative  or
judicial proceedings relative to an environmental matter.   

ITEM 2.   CHANGES IN SECURITIES                                                 

None.                                                       

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                       

          Due to the bankruptcy proceedings discussed in note 1 to the Company's
          unaudited consolidated financial statements for the three months ended
          March 31, 2002, the Company is currently in default under the 13 1/2 %
          Notes, 12 1/2% Notes,  11 5/8% Notes,  10% Notes, 9 7/8% Notes and the
          Senior Facility.  In addition,  the Company is in default under the 14
          1/4% Preferred Stock, 14% Preferred Stock, 6 3/4% Preferred Securities
and 8% Series A Convertible Preferred Stock.                

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                 

None.                                                       

ITEM 5.   OTHER INFORMATION                                                     

None.                                                       

ITEM 6.   EXHIBITS AND REPORT ON FORM 8-K                                       

(A)  Exhibits.                                              

None.                                             

(B)  Report on Form 8-K.                                    

               The following  reports on Form 8-K were filed by the  registrants
during the three months ended March 31, 2002:     

None.                                             

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SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on May 15, 2002.          

                            ICG COMMUNICATIONS, INC.

Date:  May 15, 2002                    By: /s/Richard E. Fish, Jr.              
                                          --------------------------------------
                                          Richard E. Fish, Jr., Executive Vice
                                           President and Chief Financial Officer
                                   (Principal Financial Officer)

Date: May 15, 2002                     By: /s/John V. Colgan                    
                                           -------------------------------------
                                           John V. Colgan, Senior Vice President
                                          and Controller (Principal Accounting
              Officer)

32

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/31/02		9					10-K,  11-K
Filed on:		6/4/02
For Period End:		5/21/02
		5/20/02		10		17
		5/15/02		32					10-Q
		5/10/02		14		30
		5/2/02		1		29
		4/30/02		20		22
		4/3/02		10		17
		3/31/02		1		31			10-Q
		3/29/02		14		30			NT 10-K
		3/26/02		10		17
		3/1/02		10		17
		12/31/01		2		28			10-K,  11-K,  NT 10-K,  NT 10-K/A
		12/19/01		10		17			8-K
		11/7/01		29
		3/31/01		2		29			10-Q
		12/31/00		18		29			10-K,  NT 11-K,  NTN 10K
		11/18/00		9
		11/14/00		1		30			10-12B,  8-K,  NT 10-Q
		9/30/00		27					10-12B,  10-Q,  NT 10-Q
									List all Filings