ICG HOLDINGS CANADA INC
8-K, 1998-02-26
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                 --------------------

                                       FORM 8-K

                                    CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported)    February 26, 1998
                                                     ----------------------

                            ICG COMMUNICATIONS, INC.
    -----------------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

             Delaware               1-11965               84-1342022
    -----------------------------------------------------------------------
     (State of Incorporation)     (Commission           (IRS Employer
                                  File Number)        Identification No.)

              161 Inverness Drive W., Englewood, Colorado  80112
              --------------------------------------------------
                  (Address of principal executive offices)

     9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado  80155-6742
     ---------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

                           ICG HOLDINGS (CANADA), INC.
    -----------------------------------------------------------------------
              (Exact name of registrant as specified in charter)

              Canada                1-11052            Not Applicable
    -----------------------------------------------------------------------
     (State of Incorporation)     (Commission           (IRS Employer
                                  File Number)        Identification No.)

      1710-1177 West Hastings Street, Vancouver, British Columbia  V6E 2L3
      --------------------------------------------------------------------
                  (Address of principal executive offices)

                              ICG HOLDINGS, INC.
    -----------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

             Colorado                33-96540            84-1158866
    -----------------------------------------------------------------------
     (State of Incorporation)     (Commission         (IRS Employer
                                  File Number)      Identification No.)

             161 Inverness Drive W., Englewood, Colorado  80112
             --------------------------------------------------
                  (Address of principal executive offices)

     9605 E. Maroon Circle, P.O. Box 6742, Englewood, Colorado  80155-6742
     ---------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

      Registrants' telephone numbers, including area codes (800) 650-5960 or
                                                           (303) 414-5000
                                                           -----------------

                              (303) 572-5960
                           ---------------------
     (Former telephone number of Registrants, if changed since last report.)



     <PAGE>

          ITEM 5.   OTHER EVENTS.
          ------    ------------

                    In a press release dated February 26, 1998, ICG

          Communications, Inc., a Delaware corporation (the "Corporation"),

          announced its earnings information and results of operations for

          the Corporation's 1997 fourth quarter and year end.  A copy of

          the press release is attached as Exhibit 99.1.
                                           -------------

          ITEM 7.   EXHIBITS.
          ------    --------

                    (c)  Exhibits
                         --------

                         99.1 Press Release, dated February 26, 1998.

     <PAGE>

                                      SIGNATURES

                    Pursuant to the requirements of the Securities Exchange

          Act of 1934, the Registrants have duly caused this report to be

          signed on their behalf by the undersigned hereunto duly

          authorized.


          Dated: February 26, 1998           ICG COMMUNICATIONS, INC.

                                             By: /s/ James D. Grenfell  
                                                ---------------------------
                                                James D. Grenfell
                                                Executive Vice President
                                                and Chief Financial Officer



                                             ICG HOLDINGS (CANADA), INC.


                                             By: /s/ James D. Grenfell     
                                                ---------------------------
                                                James D. Grenfell
                                                Executive Vice President
                                                and Chief Financial Officer



                                             ICG HOLDINGS, INC.


                                             By: /s/ James D. Grenfell   
                                                ---------------------------
                                                James D. Grenfell
                                                Executive Vice President
                                                and Chief Financial Officer


     <PAGE>


                              EXHIBIT INDEX


          Exhibit          Description
          -------          -----------

           99.1            Press Release, dated February 26, 1998.

           


ICG                                                               NEWS RELEASE
COMMUNICATIONS, INC.                 Media contact: Scott Chase (303) 626-3417
                                  Investor contact: Steve Smith (303) 575-6596


            ICG COMMUNICATIONS, INC. REPORTS FOURTH QUARTER
                      AND YEAR END 1997 RESULTS:

            43 percent annual revenue growth 141,035 Local
                      Dial Tone Lines In Service

ENGLEWOOD, CO. (FEBRUARY 26, 1998) - ICG Communications, Inc. (Nasdaq:
ICGX) ("ICG") today announced that for the three-month and
twelve-month periods ended December 31, 1997 total revenue increased
37 percent and 43 percent, respectively, compared to the same periods
in 1996. Total revenue for the three months and twelve months ended
December 31, 1997 was $77.8 million and $273.4 million, respectively,
compared to $57.0 million and $190.7 million reported in 1996.

For the three months ended December 31, 1997, ICG's earnings before
interest, taxes, depreciation and amortization ("EBITDA") deficit
improved $3.3 million when compared sequentially to the third quarter
of 1997. The fourth quarter marks ICG's second consecutive quarter of
EBITDA improvement since the peak EBITDA deficit recorded for the
second quarter of 1997. The company's EBITDA deficit for the fourth
quarter of 1997 was $28.4 million, compared to deficits of $31.7
million and $33.8 million for the third and second quarters of 1997,
respectively.

"We are pleased to report that ICG achieved record revenue and
continued its trend toward positive EBITDA," said J. Shelby Bryan,
ICG's president and chief executive officer. "Our ability to move
favorably toward positive EBITDA was directly correlated with the
accelerating growth and business demand for our higher-margin
services. ICG made great strides in 1997 to become a full service
integrated communications provider. As we begin 1998, we are
steadfastly committed to providing better choices for innovative and
competitive communication services."

                           (more)
<PAGE>

                                                 Page 2 - ICG


At December 31, 1997, ICG had 141,035 local dial tone lines in
service, an increase of 90,484 lines compared to September 30, 1997.
During the fourth quarter ICG added 42,228 dial tone lines through
internal growth and counted 48,256 additional dial tone lines which
were associated with the purchase of Communications Buying Group, Inc.
("CBG"), which was closed on October 17, 1997. CBG provides local
exchange and Centrex reseller services to customers in the Cleveland,
Columbus and Akron, Ohio markets.

ICG also reported that during the twelve months ended December 31,
1997, the company sold 178,470 dial tone access lines. ICG is
marketing and selling competitive local dial tone services in its
primary markets: California, Ohio, Colorado, its southeastern markets
(Louisville, KY; Nashville, TN; Birmingham, AL; and Charlotte, NC) and
in Texas through its strategic alliance with CSW/ChoiceCom L. P.

REVENUE COMPONENTS:

ICG's core telephone business revenue grew 75 percent to $47.7 million
for the three months ended December 31, 1997, compared to $27.3
million recorded during the corresponding period in 1996. ICG's core
telephone business is represented by its Telecom Services segment
excluding revenue derived from the company's majority owned subsidiary
Zycom Corporation ("Zycom"). Total Telecom Services revenue (including
Zycom) increased $19.7 million, or 57 percent, to $54.5 million for
the current quarter, compared to $34.8 million for the same quarter
last year. Total Telecom Services' fourth quarter revenue included
$9.2 million resulting from the acquisition of CBG. Excluding CBG's
revenue, Telecom Services' total revenue on a comparable basis for the
three months ended December 31, 1997 was $45.3 million, an increase of
30 percent over the corresponding period in 1996.

Local switched services revenue for the three months ended December
31, 1997 was $16.9 million, an increase of $13.8 million compared to


                         (more)
<PAGE>
                                                 Page 3 - ICG

$3.1 million recorded in the prior quarter. CBG contributed $9.2
million to this fourth quarter increase; therefore on a stand-alone
basis, excluding CBG, the company's local switched services revenue
for the current quarter was $7.7 million, an increased $4.6 million or
148 percent compared to the third quarter of 1997. Local switched
services were launched during 1997 and as a result there are no
comparables to 1996.

Switched terminating access (terminating long distance) revenue
decreased seven percent, recording $15.3 million for the three months
ended December 31, 1997, compared to $16.4 million for the
corresponding period in 1996. When compared sequentially to the third
quarter of 1997, switched terminating access revenue decreased 20
percent, or $3.8 million compared to $19.1 million reported for the
three months ended September 31, 1997. This decrease, as expected, was
the result of the Company's recent initiatives to raise prices and
free up switch port capacity for higher margin dial tone product.

Special access service (dedicated transport) revenue was $15.5 million
for the quarter ended December 31, 1997, an increase of 42 percent
over the same period last year, and an eight percent increase compared
to the three months ended September 30, 1997.

        TELECOM SERVICES REVENUE COMPONENTS
         ($ IN MILLIONS)
- --------------------------------------------------------------------
THREE MONTHS ENDED             12/31/97     12/31/96  PERCENT[DELTA]
- --------------------------------------------------------------------
SWITCHED LOCAL                    $16.9           --           n/a
- --------------------------------------------------------------------
SWITCHED TERMINATION               15.3         16.4          (7%)
- --------------------------------------------------------------------
SPECIAL ACCESS                     15.5         10.9           42%
- --------------------------------------------------------------------
              CORE TELECOM         47.7         27.3           75%
- --------------------------------------------------------------------
ENHANCED (ZYCOM)                    6.8          7.5          (9%)
- --------------------------------------------------------------------
TOTAL REVENUE                      54.5         34.8          57 %
- --------------------------------------------------------------------


                         (more)
<PAGE>

                                                 Page 4 - ICG

ICG's Network Services generated $15.6 million of revenue while the
company's Satellite Services business contributed revenue of $7.7
million for the quarter ended December 31, 1997.

IMPROVING CORE TELECOM OPERATING MARGINS:

Telecom Services, excluding Zycom, continued to see improvements in
its gross operating margins (revenue less operating costs) for the
fourth quarter of 1997. The company's core telephone business
generated $4.5 million of gross operating margins for the three months
ended December 31, 1997, compared to $1.3 million last quarter.
Throughout 1997, Telecom Services, excluding Zycom, continually
improved its gross operating margins consistent with the growth of
higher margin switched local services.

  CORE TELEPHONE GROSS OPERATING MARGINS:
  ($ in millions)
- ------------------------------------------------------------------------------
  THREE MONTHS ENDED     12/31/97     9/30/97   6/30/97    3/31/97      1997
- ------------------------------------------------------------------------------
  Revenue                $  47.7       36.5       34.4       30.7       149.3
  Operating costs          (43.2)     (35.2)     (35.0)     (33.9)     (147.3)
- ------------------------------------------------------------------------------
  Gross margin               4.5        1.3       (0.6)      (3.2)        2.0
         % of revenue        9.4%       3.6%      (1.7%)    (10.4%)       1.3%
- ------------------------------------------------------------------------------


TOTAL OPERATING COSTS AND SG&A:

Total operating costs for the quarter ended December 31, 1997 were
$67.4 million, compared to $49.9 million recorded for the
corresponding quarter last year. The increase in these costs was
primarily attributable to the increase in local switched services and
the addition of network operating costs which include engineering and
operations personnel dedicated to the development and launch of local
exchange services. Telecom Services' network operating costs for the
three months ended December 31, 1997, were $11.0 million. The
percentage of Telecom Services' network operating costs to its core
revenue declined throughout 1997, from 29 percent in the first quarter
to 23 percent for the fourth quarter.


                             (more)
<PAGE>
                                                 Page 5 - ICG

Selling, general and administrative ("SG&A") expenses for the three
months ended December 31, 1997 were $38.8 million, compared to $24.3
million recorded for the same three-month period in 1996. This
increase was principally due to the continued rapid expansion of the
company's Telecom Services networks and related additions to the
company's marketing, sales, customer service and management
information systems staff dedicated to the expansion of the Company's
networks, and implementation of ICG's expanded services strategy,
primarily the development of local and long distance telephone and
data services.

NET LOSSES:

Depreciation and amortization for the three and twelve months ended
December 31, 1997 was $19.5 million and $57.1 million, respectively,
increases of $9.6 million and $21.8 million compared to the same
periods in 1996. Interest expense for the three and twelve months
ended December 31, 1997 was $35.2 million and $117.5 million,
respectively, compared to $24.5 million and $95.0 million recorded
during these periods last year.

During the fourth quarter of 1997, ICG elected to write off assets of
approximately $12.0 million which were not related to its core Telecom
Services business.

Net loss for the three and twelve months ended December 31, 1997,
increased to $103.2 million and $327.6 million, respectively, compared
to net losses of $49.8 million and $199.3 recorded for the
corresponding periods in 1996. Loss per share for the quarter and year
ended December 31, 1997 was $3.09 and $10.11, respectively.

RESOURCES AND CAPITAL EXPENDITURES:

ICG had $217.0 million in cash, cash equivalents and short-term
investments at December 31, 1997. On February 12, 1998, a subsidiary
of ICG issued approximately $300.6 million of 10% Senior Discount
Notes that mature in 2008 and pay no interest in cash for the first


                         (more)
<PAGE>
                                                 Page 6 - ICG

five years. The Company's capital expenditures for the quarter ended
December 31, 1997 were $82.1 million. Total capital expenditures for
the twelve months ended December 31, 1997 were $269.6 million.

OPERATIONS:

For the three months ended December 31, 1997, the company's central
office switches generated 660 million switched minutes of use
("MOUs"), an increase of nine percent over the same period in 1996.
Customer circuits in service ("VGEs"), another measure of network
usage, were 1,111,697 at December 31, 1997, compared to 748,528 at
December 31, 1996, a 49 percent increase.

At December 31, 1997, ICG had 3,043 operational fiber route miles
(with another 1,064 miles under construction), a 28 percent increase,
compared to 2,385 miles at December 31, 1996. The company also
increased its buildings connected reaching 2,321 buildings at the end
of 1997, compared to 2,069 buildings on December 31, 1996.

ICG continued to add switching capacity to its network during the
current quarter. The company had 34 switches at the end of the fourth
quarter in 1997, of which 19 were voice switches and 15 were data
switches. This compares to 33 switches (18 voice and 15 data) at the
end of the third quarter and 14 voice switches and one data switch at
the end of 1996.

NETCOM PERFORMANCE:

On January 21, 1998, ICG completed its merger with NETCOM On-Line
Communication Services, Inc. ("NETCOM"), a leading provider of
Internet services. This combination will be accounted for as a
pooling-of-interests beginning in the first quarter of 1998.


                          (more)
<PAGE>
                                                 Page 7 - ICG

NETCOM's total revenue for the three and twelve months ended December
31, 1997 was $40.5 million and $160.7 million, respectively. NETCOM
reported EBITDA of $0.7 million for the fourth quarter of 1997,
compared to an EBITDA deficit of $3.2 million for the same period in
1996, a 122 percent improvement. The EBITDA deficit for the twelve
months ended December 31, 1997 and 1996, respectively, was $1.7
million and $20.3 million, a 92% improvement.

ICG Communications, Inc. (NASDAQ: ICGX), headquartered in Englewood,
Colorado, is a leading national competitive local exchange carrier
(CLEC) and premier provider of high-quality communications services.
ICG has extensive switched fiber optic networks and offers local, long
distance and enhanced telephony and data services in California,
Colorado, Ohio and parts of the southeastern United States. The
Company provides Internet communication solutions, connectivity and
Web site hosting to individuals and small and medium-sized businesses
through its subsidiary, NETCOM On-Line Communication Services, Inc. (a
subsidiary of ICG Services, Inc.). Further information is available on
ICG's Web site located at http://www.icgcomm.com. At December 31,
1997, ICG had 2,219 full time employees.

                                 ###

INFORMATION AND STATEMENTS CONTAINED IN THIS PRESS RELEASE CONTAIN,
EXPRESSED OR IMPLIED, FORWARD-LOOKING DISCLOSURES THAT ARE BASED ON
THE BELIEFS OF MANAGEMENT AS WELL AS ASSUMPTIONS MADE BASED ON
INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. THESE FORWARD-LOOKING
STATEMENTS AND INFORMATION INVOLVE RISKS AND UNCERTAINTY, INCLUDING,
BUT NOT LIMITED TO, FUTURE DEMAND FOR THE COMPANY'S SERVICES, GENERAL
ECONOMIC CONDITIONS, GOVERNMENT REGULATIONS, COMPETITION AND CUSTOMER
STRATEGIES, CAPITAL DEPLOYMENT, THE IMPACT OF PRICING AND OTHER RISKS
AND UNCERTAINTIES. SHOULD ONE OR MORE OF THESE RISKS MATERIALIZE, OR
SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY
MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED,
ESTIMATED OR EXPECTED. THESE RISKS ARE DETAILED FROM TIME TO TIME IN
VARIOUS REPORTS FILED BY ICG WITH THE SEC, INCLUDING: FORMS 10-K FILED
BY ICG FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996, AND FOR THE
THREE-MONTH TRANSITION PERIOD ENDED DECEMBER 31, 1996; FORMS 10-Q
FILED FOR THE QUARTERS ENDED MARCH 31, 1997, JUNE 30, 1997 AND
SEPTEMBER 30, 1997; AND FORM 10-K TO BE FILED FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997.

Attachments:   Key Operating Statistics

               Consolidated Statements of Operations

               Consolidated Balance Sheet


<PAGE>

                                             ICG Press Release Attachment: A-1
                                        Press Release Date:  February 26, 1998


ICG
COMMUNICATIONS, INC.

Key Operating Statistics

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------
                AS OF,         DEC. 31,      SEPT 30,    JUNE 30,   MARCH 31,   DEC. 31,   SEPT. 30,
                                 1997          1997        1997       1997        1996       1996
TELECOM SERVICES
<S>                            <C>          <C>         <C>         <C>         <C>          <C>
- -----------------------------------------------------------------------------------------------------
DIAL TONE LINES IN SERVICE     141,035      50,551      20,108       5,371          --          --
- -----------------------------------------------------------------------------------------------------
FIBER ROUTE MILES
   Operational                   3,043       3,021       2,898       2,483       2,385       2,143
   Under construction            1,064          --          --          --          --          --
- -----------------------------------------------------------------------------------------------------
FIBER STRAND MILES
   Operational                 111,435     109,510     101,788      83,334      75,490      70,067
   Under construction           16,366          --          --          --          --          --
- -----------------------------------------------------------------------------------------------------
WIRELESS MILES                     511         511         511         511         506         491
- -----------------------------------------------------------------------------------------------------
BUILDINGS CONNECTED
  On network                       596         590         560         545         522         478
  Hybrid                         1,725       1,726       1,704       1,550       1,547       1,589
                             ------------------------------------------------------------------------
     Total buildings
       connected                 2,321       2,316       2,264       2,095       2,069       2,067
- -----------------------------------------------------------------------------------------------------
CUSTOMER CIRCUITS IN
  SERVICE  (VGES)            1,111,697   1,006,916     917,656     816,238     748,528     630,697
- -----------------------------------------------------------------------------------------------------
SWITCHES
   Voice                            19          18          17          16          14          14
   Data                             15          15          15          10           1        --
                              -----------------------------------------------------------------------
     Total switches                 34          33          32          26          15          14
- -----------------------------------------------------------------------------------------------------
SWITCHED MINUTES OF USE            660         788         742         682         607         563

    (MOU) (in millions)*
- -----------------------------------------------------------------------------------------------------

SATELLITE SERVICES
- -----------------------------------------------------------------------------------------------------
VSATS                              957         934         895         875         860         835
- -----------------------------------------------------------------------------------------------------
C-BAND INSTALLATIONS                57          54          57          57          54          48
- -----------------------------------------------------------------------------------------------------
L-BAND INSTALLATIONS             1,239         768         671         355         204         109
- -----------------------------------------------------------------------------------------------------
    * Based on three-month periods.

</TABLE>


<PAGE>
                                          ICG Press Release Attachment: A-2
                                          Press Release Date: February 26, 1998
ICG
COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)
<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED,                           
                                             ---------------------------------                       
<S>                                         <C>                   <C>               <C>    
Revenue                                         31-Dec-97           31-Dec-96         % Change       
                                             ---------------      -------------     ------------- 
 Telecom services
   Special access                              $  15,500              10,896            42.3%        
   Switched termination access                    15,264              16,411            (7.0%)       
   Switched local services                        16,957                  --              NA         
                                               ---------           ---------                        
         Core Telecom revenue                     47,721              27,307            74.8%        
   Enhanced (Zycom)                                6,782               7,480            (9.3%)       
                                               ---------           --------- 
 Total Telecom services                           54,503              34,787            56.7%        
 Network services                                 15,619              15,981            (2.3%)       
 Satellite services                                7,680               6,188            24.1%        
                                               ---------           --------- 
   TOTAL REVENUE                                  77,802              56,956            36.6%        

Operating costs
 Telecom services                                (49,587)            (34,462)           43.9%        
 Network services                                (13,342)            (12,287)            8.6%        
 Satellite services                               (4,489)             (3,180)           41.2%        
                                               ---------           --------- 
  Total operating costs                          (67,418)            (49,929)           35.0%        
Selling, general and administrative              (38,824)            (24,253)           60.1%        
                                               ---------           --------- 
   EBITDA                                        (28,440)            (17,226)           65.1%        

Depreciation and amortization                    (19,457)             (9,825)           98.0%        
Net gain (loss) on disposal of
 long-lived assets                                   364                  --              NA         
Provision for impairment of
 long-lived assets                               (11,950)                 --              NA         
                                               ---------           ---------
   Operating loss                                (59,483)            (27,051)          119.9%        

Interest expense                                 (35,230)            (24,454)           44.1%        
Interest income                                    4,623               5,962           (22.5%)       
Other, net                                          (324)                708          (145.8%)       
                                               ---------           ---------
Loss before income taxes, minority
 interest and share of losses                    (90,414)            (44,835)          101.7%        
Income tax benefit                                    --                  --             0.0%        
Minority interest & preferred
 dividends on preferred securities
 of subsidiaries                                 (12,831)             (4,988)          157.2%        
                                               ---------           ---------
Net loss                                        (103,245)            (49,823)          107.2%        
                                               =========           =========
Loss per share                                     (3.09)              (1.56)           98.1%       
                                               =========           =========

Weighted average number
 of shares outstanding                           33,396               31,840

</TABLE>



<TABLE>
<CAPTION>
                                                   TWELVE MONTHS ENDED,
                                             -------------------------------
<S>                                          <C>                 <C>               <C>          
Revenue                                         31-Dec-97           31-Dec-96         % Change 
                                             ---------------      -------------     ------------- 
 Telecom services
   Special access                              $  55,435              39,423             40.6%
   Switched termination access                    72,671              48,057             51.2%
   Switched local services                        21,252                  --               NA
                                               ---------           ---------
         Core Telecom revenue                    149,358              87,480             70.7%
   Enhanced (Zycom)                               28,332              21,475             31.9%
                                               ---------           ---------
 Total Telecom services                          177,690             108,955             63.1%
 Network services                                 65,678              60,379              8.8%
 Satellite services                               29,986              21,317             40.7%
                                               ---------           ---------
   TOTAL REVENUE                                 273,354             190,651             43.4%

Operating costs
 Telecom services                               (175,829)           (101,285)            73.6%
 Network services                                (53,911)            (46,545)            15.8%
 Satellite services                              (16,678)            (10,242)            62.8%
                                               ---------           ---------
  Total operating costs                         (246,418)           (158,072)            55.9%
Selling, general and administrative             (150,767)            (82,350)            83.1%
                                               ---------           ---------
   EBITDA                                       (123,831)            (49,771)           148.8%

Depreciation and amortization                    (57,081)            (35,274)            61.8%
Net gain (loss) on disposal of
 long-lived assets                                  (671)                 --               NA
Provision for impairment of
 long-lived assets                               (11,950)            (11,503)             3.9%
                                               ---------           ---------
   Operating loss                               (193,533)            (96,548)           100.5%

Interest expense                                (117,545)            (94,953)            23.8%
Interest income                                   21,907              21,512              1.8%
Other, net                                          (660)             (7,351)           (91.0%)
                                               ---------           ---------
Loss before income taxes, minority
 interest and share of losses                   (289,831)           (177,340)            63.4%
Income tax benefit                                    --               5,131           (100.0%)
Minority interest & preferred
 dividends on preferred securities
 of subsidiaries                                 (37,812)            (27,079)            39.6%
                                               ---------           ---------
Net loss                                        (327,643)           (199,288)            64.4%
                                               =========           =========
Loss per share                                    (10.11)              (6.96)            45.3%
                                               =========           =========
Weighted average number
 of shares outstanding                            32,399              28,630

</TABLE>



<PAGE>

                                          ICG Press Release Attachment: A-3
                                          Press Release Date: February 26, 1998
ICG
COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED,
                                         -------------------------------------------------------------------
<S>                                      <C>               <C>               <C>              <C>                <C>     
Revenue                                      31-Dec-97         30-Sep-97        30-Jun-97         31-Mar-97           YTD 1997
                                         ---------------    -------------    -------------     -------------      ---------------
 Telecom services
   Special access                          $  15,500           14,355           13,501             12,079          $  55,435
   Switched termination access                15,264           19,063           19,743             18,601             72,671
   Switched local services                    16,957            3,125            1,170                 --             21,252
                                            --------         --------         --------           --------           -------- 
         Core Telecom revenue                 47,721           36,543           34,414             30,680            149,358
   Enhanced (Zycom)                            6,782            7,121            6,829              7,600             28,332
                                            --------         --------         --------           --------           -------- 
 Total Telecom services                       54,503           43,664           41,243             38,280            177,690
 Network services                             15,619           16,432           15,640             17,987             65,678
 Satellite services                            7,680            7,640            7,883              6,783             29,986
                                            --------         --------         --------           --------           -------- 
   TOTAL REVENUE                              77,802           67,736           64,766             63,050            273,354

Operating costs
 Telecom services                            (49,587)         (42,348)         (42,444)           (41,450)          (175,829)
 Network services                            (13,342)         (13,151)         (12,883)           (14,535)           (53,911)
 Satellite services                           (4,489)          (4,236)          (4,366)            (3,587)           (16,678)
                                            --------         --------         --------           --------           -------- 
  Total operating costs                      (67,418)         (59,735)         (59,693)           (59,572)          (246,418)
Selling, general and administrative          (38,824)         (39,700)         (38,864)           (33,379)          (150,767)
                                            --------         --------         --------           --------           -------- 
   EBITDA                                    (28,440)         (31,699)         (33,791)           (29,901)          (123,831)

Depreciation and amortization                (19,457)         (13,667)         (13,075)           (10,882)           (57,081)
Net gain (loss) on disposal of
 long-lived assets                               364           (1,177)             274               (132)              (671)
Provision for impairment of
 long-lived assets                           (11,950)              --               --                 --            (11,950)
                                            --------         --------         --------           --------           -------- 
   Operating loss                            (59,483)         (46,543)         (46,592)           (40,915)          (193,533)

Interest expense                             (35,230)         (28,834)         (28,341)           (25,140)          (117,545)
Interest income                                4,623            5,382            6,768              5,134             21,907
Other, net                                      (324)              60             (289)              (107)              (660)
                                            --------         --------         --------           --------           -------- 
Loss before income taxes, minority
 interest and share of losses                (90,414)         (69,935)         (68,454)           (61,028)          (289,831)
Income tax benefit                                --               --               --                 --                 --
Minority interest & preferred
 dividends on preferred securities
 of subsidiaries                             (12,831)         (10,112)          (9,116)            (5,753)           (37,812)
                                            --------         --------         --------           --------           -------- 
Net loss                                    (103,245)         (80,047)         (77,570)           (66,781)          (327,643)
                                            ========         ========         ========           ========          ========= 
Loss per share                                 (3.09)           (2.48)           (2.42)             (2.09)            (10.11)
                                            ========         ========         ========           ========          ========= 
Weighted average number
 of shares outstanding                        33,396           32,248           32,042             31,938             32,399

</TABLE>


<PAGE>


                                          ICG Press Release Attachment: A-4
                                          Press Release Date: February 26, 1998
ICG
COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS (unaudited)
($ in thousands)

<TABLE>
<CAPTION>
                                                       DECEMBER 31,        DECEMBER 31,
ASSETS:                                                   1997                1996
- ------------------                                    ------------        ------------
<S>                                                  <C>                  <C>
  Cash, cash equivalents and short-term investments    $  217,015            392,535
  Receivables, net                                         69,337             48,624
  Property and equipment, net                             632,167            403,676
  Other assets, net                                       189,145             99,298
                                                       ----------         ----------
         Total assets                                  $1,107,664            944,133
                                                       ==========         ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT:
- -----------------------------------------
                                                                       
  Accounts payable and accrued liabilities             $   91,883             62,122
  Debt                                                    892,352            691,175
  Capital leases                                           72,576             95,829
                                                       ----------         ----------
         Total liabilities                              1,056,811            849,126
                                                       ----------         ----------
  Minority interests                                           --              1,967
  Redeemable preferred securities of subsidiaries         420,171            159,120

  Stockholders' deficit:
    Common stock                                              647              8,088
    Additional paid-in capital                            326,318            294,472
    Accumulated deficit                                  (696,283)          (368,640)
                                                       ----------         ----------
         Total stockholders' deficit                     (369,318)           (66,080)
                                                       ----------         ----------
         Total liabilities and stockholders' deficit   $1,107,664            944,133
                                                       ==========         ==========

Fully diluted shares (treasury stock method)               43,119             34,096

</TABLE>



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