##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For Fiscal Year Ended December 31, 2010.
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to .
 Commission File Number 001-16249
 
 INTERNET CAPITAL GROUP, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    23-2996071(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)690 Lee Road, Suite 310, Wayne, PA
    
    19087(Address of Principal Executive Offices)
    
    (Zip Code)
 (610) 727-6900
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
    
    The NASDAQ Stock Market LLCCommon stock, par value $.001 per share
    
    (The NASDAQ Global Select Market)(Title of Each Class)
    
    (Name of Each Exchange on Which Registered)
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 Form 10-K. þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



INTERNET CAPITAL GROUP, INC.
FORM 10-K
DECEMBER 31, 2010
INDEX
 PageNumberPART I
    
    
    2ITEM 1. Business
    
    
    2ITEM 1A. Risk Factors
    
    
    7ITEM 1B. Unresolved Staff Comments
    
    
    15ITEM 2. Properties
    
    
    15ITEM 3. Legal Proceedings
    
    
    16ITEM 4. (Removed and Reserved)
    
    
    17PART II
    
    
    18ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    18ITEM 6. Selected Financial Data
    
    
    20ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    33ITEM 8. Financial Statements and Supplementary Data
    
    
    34ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    75ITEM 9A. Controls and Procedures
    
    
    76ITEM 9B. Other Information
    
    
    78PART III
    
    
    78ITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    78ITEM 11. Executive Compensation
    
    
    78ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    78ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    78ITEM 14. Principal Accountant Fees and Services
    
    
    78PART IV
    
    
    79ITEM 15. Exhibits and Financial Statement Schedules
    
    
    79SIGNATURES
    
    
    85Exhibit 10.3Exhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 23.3Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1Exhibit 99.2
   i




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Forward-Looking Statements
   
    
    economic conditions generally;
 
    
    capital spending by our partner companies customers;
 
    
    our partner companies collective ability to compete successfully against their
respective competitors;
 
    
    developments in the respective markets in which our partner companies operate and our
partner companies collective ability to respond to such changes in a timely and effective
manner;
 
    
    our and our partner companies collective ability to retain key personnel;
 
    
    our ability to deploy capital effectively and on acceptable terms;
 
    
    our ability to maximize value in connection with divestitures; and
 
    
    our ability to have continued access to capital and to manage capital resources
effectively.
   1




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PART I
  
 ITEM 1.
    
    Business
 Overview
       2




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
    
    automate complex workflow processes, with focus on the white space between companies;
 
    
    are comprehensive, meaning that they include software, content data and transaction
capabilities (with content being a long-term differentiator);
 
    
    have the ability to generate recurring revenue streams and allow their providers to
retain fixed costs;
 
    
    are delivered to clients through long-term relationships; and
 
    
    have the potential to evolve into ecosystems.
    3




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Our Partner Companies
  GovDelivery Holdings, Inc. (GovDelivery)
  ICG Commerce Holdings, Inc. (ICG Commerce)
  Investor Force Holdings, Inc. (InvestorForce)
   Channel Intelligence, Inc. (Channel Intelligence)
  Freeborders, Inc. (Freeborders)
  Metastorm Inc. (Metastorm)
    4




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##### Table of Contents



StarCite, Inc. (StarCite)
  WhiteFence, Inc. (WhiteFence)
   Acquirgy, Inc. (Acquirgy)
  ClickEquations, Inc. (ClickEquations)
  GoIndustry-DoveBid plc (GoIndustry) (LSE.AIM:GOI)
  SeaPass Solutions Inc. (SeaPass)
  Concentration of Customer Base and Credit Risk
   5




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Competition Facing Our Partner Companies
    Employees
  Financial Information About Geographic Areas
  Availability of Reports and Other Information
     6




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ITEM 1A.
    
    Risk Factors
  Numerous external forces, including ongoing weak economic conditions, have negatively affected our
and our partner companies respective businesses, results of operations and financial condition in recent years,
and future weak economic conditions could result in additional declines in our revenue and
operating results.
  If our partner companies are unable to attract new customers or retain customers, including certain
significant customers, our and our partner companies respective businesses, results of operations
and financial conditions could be negatively affected.
    7




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The inability of our partner companies customers to pay their obligations to them in a timely
manner, or at all, could have an adverse effect on our partner companies.
  If we are not able to deploy capital effectively and on acceptable terms, we may not be able to
execute our business strategy.
  Our partner companies may not be able to compete successfully.
   We may compete with some of our partner companies, and our partner companies may compete with each
other, which could deter companies from partnering with us and may limit future business
opportunities.
   8




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Our operations and growth and those of our partner companies could be impaired by limitations on our
and/or their ability to raise capital or borrow money on favorable terms.
  Adverse changes in economic conditions and reduced information technology spending may adversely
impact our business.
  Acquisitions by our partner companies could result in operating difficulties, dilution and other
harmful consequences.
  Our evolving business strategy, which calls for us to deploy an increasing proportion of our
acquisition capital towards, and to own an increasing proportion of our partner company interests
in the form of, consolidated core companies, may subject us to additional risks.
   9




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We may not be able to execute on our stated business strategy, which could adversely affect our
business and our stock price.
  Our inability to maintain or be able to increase our ownership stakes in partner companies with
significant growth opportunities could negatively impact our ability to execute our strategy.
  If we do not participate in follow-on financings at our partner companies, our stakes in such
companies will be diluted, which could materially reduce the value of those stakes.
   10




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We may have to buy, sell or retain assets when we would otherwise choose not to buy, sell or retain
in order to avoid registration under the Investment Company Act, which would adversely impact our
business strategy.
  Our partner companies could make financial or other business decisions that are not in our best
interests or that we do not agree with, which could impair the value of our partner company
interests.
  We may not be able to extract cash from those partner companies that achieve profitability and may
need to continue to rely on existing cash, liquidity events and additional capital raises to fund
our operations.
   11




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We may be unable to obtain maximum value in connection with the divesture of partner company and
marketable security interests.
   Our accounting estimates with respect to the ultimate recoverability of our basis in our partner
companies could change materially in the near term.
  Our stock price has been volatile in the past and may continue to be volatile in the future.
   
    
    general economic conditions, such as a recession or interest rate or currency rate
fluctuations;
 
    
    the reluctance of enterprises to increase spending on new products or services;
 
    
    actual or anticipated variations in our quarterly results and those of our partner
companies;
 
    
    changes in the market valuations of our partner companies and other similar
companies;
 
    
    conditions or trends related to Internet software and services companies;
 
    
    changes in our financial estimates and those of our partner companies by securities
analysts;
 
    
    new products or services offered by us, our partner companies and their
competitors;
 
    
    announcements by our partner companies and their competitors of technological
innovations;
 
    
    announcements by us, our partner companies or our competitors of significant
acquisitions, strategic partnerships or joint ventures;
  12




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
    
    additional sales or repurchases of our securities; and
 
    
    additions to or departures of our key personnel or the key personnel of our partner
companies.
  Fluctuations in our quarterly results may adversely affect our stock price.
  
    
    the acquisition of interests in partner companies;
 
    
    the operating results of our partner companies;
 
    
    sales of our ownership interests in our partner companies, which could cause us to
recognize gains or losses under applicable accounting rules;
 
    
    significant fluctuations in the financial results of Internet software and services
companies generally;
 
    
    changes in estimated quarterly equity losses or income;
 
    
    changes in our methods of accounting for our partner company interests, which may
result from changes in our ownership percentages of our partner companies;
 
    
    the pace of development or a decline in growth of the Internet software and
services markets; and
 
    
    competition for the goods and services offered by our partner companies.
  Fluctuations in the price of the common stock of our publicly-traded holdings may affect the price
of our Common Stock.
  We have had a general history of operating losses and expect continued operating losses in the
foreseeable future.
   13




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Certain of our partner companies have a limited operating history and may never be profitable.
  The loss of our or our partner companies executive officers or other key personnel, or our or our
partner companies inability to attract additional key personnel, could disrupt our business and
operations.
  Our partner companies success depends on the integrity of their systems and infrastructure.
Interruptions in their information systems may adversely affect their businesses.
  We and our partner companies may be subject to litigation proceedings or government regulation that
could harm our respective businesses.
    14




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We have implemented certain anti-takeover provisions that could make it more difficult for a third
party to acquire us.
  
 ITEM 1B.
    
    Unresolved Staff Comments
  
 ITEM 2.
    
    Properties
  Corporate Offices
  Consolidated Core Company Properties
   15




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ITEM 3.
    
    Legal Proceedings
    16




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ITEM 4.
    
    (Removed and Reserved)
  17




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PART II
 
 ITEM 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 Market Information.
 2009
    
    
    2010Quarterly Ended
    
    March 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31
    
    
    March 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 31High
    
    $
    5.95
    
    
    $
    6.85
    
    
    $
    8.62
    
    
    $
    8.43
    
    
    $
    8.69
    
    
    $
    11.11
    
    
    $
    11.50
    
    
    $
    14.27Low
    
    $
    3.25
    
    
    $
    3.85
    
    
    $
    6.17
    
    
    $
    5.76
    
    
    $
    6.12
    
    
    $
    7.55
    
    
    $
    7.20
    
    
    $
    10.60
 
 *
    
    Effective January 1, 2011, our Common Stock began trading on the NASDAQ Global Select Market. Holders
 Dividends
 Stock Performance Graph.
 COMPARISON OF CUMULATIVE TOTAL RETURN** SINCE DECEMBER 31, 2005
AMONG INTERNET CAPITAL GROUP, INC.,
THE NASDAQ COMPOSITE INDEX AND THE GSTI INTERNET INDEX
 
 
 **
    
    $100 invested at closing prices on December 31, 2005 in our Common Stock or in a stock index,
including reinvestment of dividends.  18




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Issuer Purchases of Equity Securities
  Total Number of
    
    
    Approximate DollarShares Purchased as
    
    
    Value That May YetPart of Publicly
    
    
    Be PurchasedTotal Number of
    
    
    Average Price Paid
    
    
    Announced
    
    
    Under thePeriod
    
    Shares Purchased(1)
    
    
    per Share(2)
    
    
    Program(1)
    
    
    ProgramRepurchased during
the year ended
12/31/08
    
    
    1,948,158
    
    
    $
    4.75
    
    
    
    1,948,158
    
    
    $15.7 millionRepurchased during
the year ended
12/31/09
    
    
    492,242
    
    
    $
    5.45
    
    
    
    492,242
    
    
    $13.1 million1/1/10 to 1/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million2/1/10 to 2/28/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million3/1/10 to 3/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million4/1/10 to 4/30/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million5/1/10 to 5/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million6/1/10 to 6/30/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million7/1/10 to 7/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million8/1/10 to 8/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million9/1/10 to 9/30/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million10/1/10 to 10/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million11/1/10 to 11/30/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million12/1/10 to 12/31/10
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million1/1/11 to 1/31/11
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million2/1/11 to 2/28/11
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 million3/1/11 to 3/16/11
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    $13.1 millionTotal
    
    
    2,440,400
    
    
    $
    4.89
    
    
    
    2,440,400
    
    
    $13.1 million
 
 (1)
    
    All shares purchased in open market transactions.(2)
    
    Average price paid per share excludes commissions.  19




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ITEM 6.
    
    Selected Financial Data
  Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(1)(in thousands, except per share data)Consolidated Statements of Operations Data:Revenue
    
    $
    115,710
    
    
    $
    90,252
    
    
    $
    71,181
    
    
    $
    52,923
    
    
    $
    64,749Operating expensesCost of revenue
    
    
    71,050
    
    
    
    56,920
    
    
    
    46,400
    
    
    
    39,523
    
    
    
    42,439Selling, general and administrative
    
    
    42,206
    
    
    
    34,578
    
    
    
    36,165
    
    
    
    32,781
    
    
    
    42,108Research and development
    
    
    10,644
    
    
    
    9,015
    
    
    
    10,212
    
    
    
    6,033
    
    
    
    8,755Amortization of intangible assets
    
    
    1,357
    
    
    
    205
    
    
    
    205
    
    
    
    129
    
    
    
    1,695Impairment related and other
    
    
    1,182
    
    
    
    5,192
    
    
    
    9,847
    
    
    
    59
    
    
    
    178Total operating expenses
    
    
    126,439
    
    
    
    105,910
    
    
    
    102,829
    
    
    
    78,525
    
    
    
    95,175Operating income (loss)
    
    
    (10,729
    )
    
    
    (15,658
    )
    
    
    (31,648
    )
    
    
    (25,602
    )
    
    
    (30,426
    )Other income (loss), net
    
    
    74,147
    
    
    
    16,578
    
    
    
    43,225
    
    
    
    6,830
    
    
    
    34,605Interest income (expense), net
    
    
    (36
    )
    
    
    230
    
    
    
    1,516
    
    
    
    5,062
    
    
    
    7,345Income (loss) from continuing operations before income taxes and
equity loss
    
    
    63,382
    
    
    
    1,150
    
    
    
    13,093
    
    
    
    (13,710
    )
    
    
    11,524Income tax benefit (expense)
    
    
    (254
    )
    
    
    39,510
    
    
    
    (357
    )
    
    
    3,992
    
    
    
    40Equity loss
    
    
    (16,022
    )
    
    
    (12,131
    )
    
    
    (33,702
    )
    
    
    (14,416
    )
    
    
    (5,461
    )Income (loss) from continuing operations
    
    
    47,106
    
    
    
    28,529
    
    
    
    (20,966
    )
    
    
    (24,134
    )
    
    
    6,103Income (loss) on discontinued operations
    
    
    802
    
    
    
    
    
    
    
    
    
    
    
    995
    
    
    
    8,289Net income (loss)
    
    
    47,908
    
    
    
    28,529
    
    
    
    (20,966
    )
    
    
    (23,139
    )
    
    
    14,392Less: Net income (loss) attributable to non-controlling interest
    
    
    1,319
    
    
    
    12,995
    
    
    
    1,960
    
    
    
    468
    
    
    
    (1,232
    )Net income (loss) attributable to Internet Capital Group, Inc.
    
    $
    46,589
    
    
    $
    15,534
    
    
    $
    (22,926
    )
    
    $
    (23,607
    )
    
    $
    15,624Basic Income (loss) Per Share Attributable to
Internet Capital Group, Inc.:Income (loss) from continuing operations
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )
    
    $
    (0.64
    )
    
    $
    0.20Income (loss) on discontinued operations
    
    
    0.02
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    0.22Basic income (loss) per share
    
    $
    1.28
    
    
    $
    0.42
    
    
    $
    (0.60
    )
    
    $
    (0.62
    )
    
    $
    0.42Shares used in computation of basic income (loss) per share
    
    
    36,427
    
    
    
    36,660
    
    
    
    38,106
    
    
    
    37,916
    
    
    
    37,570Diluted Income (loss) Per Share Attributable to
Internet Capital Group, Inc.:Income (loss) from continuing operations
    
    $
    1.24
    
    
    $
    0.42
    
    
    $
    (0.60
    )
    
    $
    (0.64
    )
    
    $
    0.19Income (loss) on discontinued operations
    
    
    0.02
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    0.22Diluted income (loss) per share
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )
    
    $
    (0.62
    )
    
    $
    0.41Shares used in computation of diluted income (loss) per share
    
    
    37,064
    
    
    
    36,705
    
    
    
    38,106
    
    
    
    37,916
    
    
    
    38,106Consolidated Balance Sheet Data:Cash, cash equivalents and short-term investments
    
    $
    92,639
    
    
    $
    55,528
    
    
    $
    89,527
    
    
    $
    82,031
    
    
    $
    120,808Working capital
    
    $
    97,150
    
    
    $
    73,122
    
    
    $
    83,285
    
    
    $
    78,749
    
    
    $
    78,939Total assets
    
    $
    280,989
    
    
    $
    330,087
    
    
    $
    285,580
    
    
    $
    332,431
    
    
    $
    354,427Other long-term debt, net of current portion
    
    $
    15,458
    
    
    $
    645
    
    
    $
    3,916
    
    
    $
    191
    
    
    $
    544Senior convertible notes
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    26,590Total Internet Capital Group, Inc.s stockholders equity
    
    $
    223,807
    
    
    $
    280,665
    
    
    $
    247,509
    
    
    $
    304,658
    
    
    $
    298,538
 (1)
    
    The selected financial data for 2006 is not comparable to the other periods presented due to the adoption of the
transitional provisions of Accounting Standards Codification (ASC) section 470, subsection 20, Debt with Conversion and
Other Options. The adoption of this guidance resulted in the revision of the loss on the repurchase of Senior convertible
notes included in Other income (loss) on our Consolidated Statements of Operations for the year ended December 31, 2007,
as well as a reclassification between Additional paid-in capital and Accumulated deficit on our Consolidated Balance
Sheets in subsequent periods.  20




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ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
    Executive Summary
     21




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Liquidity and Capital Resources
  December 31, 2010
    
    
    December 31, 2009Consolidated
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporate
    
    
    Subsidiaries
    
    
    Total
    
    
    Corporate
    
    
    Subsidiaries
    
    
    Total(in thousands)Cash and cash equivalents
    
    $
    72,915
    
    
    $
    19,523
    
    
    $
    92,438
    
    
    $
    29,443
    
    
    $
    26,038
    
    
    $
    55,481Restricted cash
    
    
    
    
    
    
    201
    
    
    
    201
    
    
    
    
    
    
    
    47
    
    
    
    47$
    72,915
    
    
    $
    19,724
    
    
    $
    92,639
    
    
    $
    29,443
    
    
    $
    26,085
    
    
    $
    55,528Marketable securities (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    72,965
    
    
    $
    
    
    
    $
    72,965ICG Commerce term loan due August 2015
    
    $
    
    
    
    $
    (18,667
    )
    
    $
    (18,667
    )
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Includes an offsetting liability of $0.5 million at December 31, 2009 related to derivative instruments associated with our marketable securities.      22




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Summary of Statements of Cash Flows
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Cash provided by (used in) operating activities
    
    $
    1,169
    
    
    $
    (8,979
    )
    
    $
    (12,385
    )Cash provided by (used in) investing activities
    
    $
    69,793
    
    
    $
    (22,245
    )
    
    $
    28,964Cash used in financing activities
    
    $
    (34,476
    )
    
    $
    (2,935
    )
    
    $
    (8,593
    )
      Contractual Cash Obligations and Commercial Commitments
  Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanTotal
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 years(in thousands)Operating leases
    
    $
    13,749
    
    
    $
    2,849
    
    
    $
    4,759
    
    
    $
    3,670
    
    
    $
    2,471Capital leases
    
    
    503
    
    
    
    279
    
    
    
    223
    
    
    
    1
    
    
    
    ICG Commerce term loan
    
    
    18,667
    
    
    
    4,000
    
    
    
    8,000
    
    
    
    6,667
    
    
    
    Other debt
    
    
    911
    
    
    
    344
    
    
    
    567
    
    
    
    
    
    
    
    $
    33,830
    
    
    $
    7,472
    
    
    $
    13,549
    
    
    $
    10,338
    
    
    $
    2,471
  23




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##### Table of Contents



Off-Balance Sheet Arrangements
  Our Partner Companies
  CORE COMPANIES (%Ownership Interest)Consolidated
    
    Equity
    
    CostGovDelivery (93%)
    
    Channel Intelligence (50%)(1)
    
    (none)ICG Commerce (80%)
    
    Freeborders (31%)InvestorForce (76%)
    
    Metastorm (33%)(2)StarCite (36%)WhiteFence (36%)VENTURE COMPANIES (%Ownership Interest)Consolidated
    
    Equity
    
    Cost(none)
    
    Acquirgy (25%)
    
    (none)ClickEquations (33%)GoIndustry (26%)(3)SeaPass (26%)
 (1)
    
    Our ownership percentage of 49.5% rounds up to 50%. We do not
consolidate Channel Intelligence because we do not own a majority
interest, and additional factors support that we do not exert
control over Channel Intelligence. See Note 5, Ownership
Interests in Partner Companies, to our Consolidated Financial
Statements.(2)
    
    On February 17, 2011, Metastorm was sold, and Metastorms results
will no longer be included in our financial results (i.e. our equity
loss) subsequent to that date. Throughout this Report, the
results of Metastorm have been removed from our core segment
results and reflected in the reconciling item, Dispositions.(3)
    
    As of December 31, 2010 and the date of this Report, we owned
2,546,743 shares, or approximately 26% of the voting securities,
of GoIndustry. GoIndustrys common stock is traded on the AIM
market of the London Stock Exchange under ticker symbol GOI. See
Note 5, Ownership Interests in Partner Companies, to our
Consolidated Financial Statements. Results of Operations
   24




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##### Table of Contents



Segment Information(in thousands)Total
    
    
    Reconciling Items
    
    
    ConsolidatedCore
    
    
    Venture
    
    
    Segment
    
    
    Dispositions
    
    
    Corporate
    
    
    Other
    
    
    ResultsFor the Year Ended
December 31, 2010Revenue
    
    $
    115,710
    
    
    $
    
    
    
    $
    115,710
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    115,710Net income (loss)
attributable to
Internet Capital
Group, Inc.
    
    $
    (5,655
    )
    
    $
    (4,149
    )
    
    $
    (9,804
    )
    
    $
    (2,115
    )
    
    $
    (17,684
    )
    
    $
    76,192
    
    
    $
    46,589For the Year Ended
December 31, 2009Revenue
    
    $
    90,252
    
    
    $
    
    
    
    $
    90,252
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    90,252Net income (loss)
attributable to
Internet Capital
Group, Inc.
    
    $
    28,503
    
    
    $
    (3,197
    )
    
    $
    25,306
    
    
    $
    (2,102
    )
    
    $
    (15,858
    )
    
    $
    8,188
    
    
    $
    15,534For the Year Ended
December 31, 2008Revenue
    
    $
    71,181
    
    
    $
    
    
    
    $
    71,181
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    71,181Net income (loss)
attributable to
Internet Capital
Group, Inc.
    
    $
    (18,999
    )
    
    $
    (4,381
    )
    
    $
    (23,380
    )
    
    $
    (4,759
    )
    
    $
    (18,966
    )
    
    $
    24,179
    
    
    $
    (22,926
    )
 For the Years Ended December 31, 2010, 2009 and 2008
 Results of Operations Core Companies
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Selected data:Revenue
    
    $
    115,710
    
    
    $
    90,252
    
    
    $
    71,181Cost of revenue
    
    
    (71,050
    )
    
    
    (56,920
    )
    
    
    (46,400
    )Selling, general and administrative
    
    
    (25,037
    )
    
    
    (18,321
    )
    
    
    (16,390
    )Research and development
    
    
    (10,644
    )
    
    
    (9,015
    )
    
    
    (10,212
    )Amortization of intangible assets
    
    
    (1,357
    )
    
    
    (205
    )
    
    
    (205
    )Impairment related and other
    
    
    (386
    )
    
    
    (316
    )
    
    
    (789
    )Operating expenses
    
    
    (108,474
    )
    
    
    (84,777
    )
    
    
    (73,996
    )Interest and other
    
    
    (677
    )
    
    
    433
    
    
    
    (1,139
    )Income tax benefit (expense)
    
    
    (6,172
    )
    
    
    28,883
    
    
    
    (687
    )Equity loss
    
    
    (6,042
    )
    
    
    (6,288
    )
    
    
    (14,358
    )Net income (loss)
    
    $
    (5,655
    )
    
    $
    28,503
    
    
    $
    (18,999
    )
  25




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##### Table of Contents



Revenue
   Operating Expenses
   Income Tax
   26




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##### Table of Contents



Equity Loss
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Selected data:Total revenue
    
    $
    112,604
    
    
    $
    116,584
    
    
    $
    118,434Total net loss
    
    $
    (11,389
    )
    
    $
    (9,775
    )
    
    $
    (32,745
    )Our share of total net loss
    
    $
    (4,379
    )
    
    $
    (4,659
    )
    
    $
    (13,304
    )Amortization of intangible assets
    
    
    (1,663
    )
    
    
    (1,629
    )
    
    
    (1,054
    )Equity loss
    
    $
    (6,042
    )
    
    $
    (6,288
    )
    
    $
    (14,358
    )
   Results of Operations  Venture Companies
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Selected data:Our share of total net loss
    
    $
    (3,481
    )
    
    $
    (3,020
    )
    
    $
    (4,381
    )Amortization of intangible assets
    
    
    (668
    )
    
    
    (177
    )
    
    
    Equity loss
    
    $
    (4,149
    )
    
    $
    (3,197
    )
    
    $
    (4,381
    )
   27




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##### Table of Contents



Results of Operations  Reconciling Items
 Dispositions
   Corporate
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)General and administrative
    
    $
    (17,169
    )
    
    $
    (16,257
    )
    
    $
    (19,775
    )Impairment related and other
    
    
    (796
    )
    
    
    
    
    
    
    (794
    )Interest income (expense), net
    
    
    281
    
    
    
    399
    
    
    
    1,603Net loss
    
    $
    (17,684
    )
    
    $
    (15,858
    )
    
    $
    (18,966
    )
 General and Administrative
   Impairment-Related and Other
   28




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##### Table of Contents



Interest Income/Expense
  Other
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Corporate other income (loss), net
(excluding impairments of cost method
partner companies)
    
    $
    74,507
    
    
    $
    15,976
    
    
    $
    49,012Impairments of cost method partner companies
    
    
    
    
    
    
    
    
    
    
    (4,735
    )Other income (loss), net
    
    
    74,507
    
    
    
    15,976
    
    
    
    44,277Impairment of carrying value of GoIndustry
(venture) (venture equity company)
    
    
    (2,914
    )
    
    
    (544
    )
    
    
    (10,204
    )Impairment of goodwill related to Vcommerce
(core) (consolidated core company)
    
    
    
    
    
    
    (4,876
    )
    
    
    (8,264
    )Income tax benefit (expense)
    
    
    5,918
    
    
    
    10,627
    
    
    
    330Noncontrolling interest
    
    
    (1,319
    )
    
    
    (12,995
    )
    
    
    (1,960
    )Net income
    
    $
    76,192
    
    
    $
    8,188
    
    
    $
    24,179
 Corporate Other Income (Loss), Net
     Impairment Charges
    29




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##### Table of Contents



Corporate Income Tax
    Critical Accounting Policies
   Valuation of Goodwill, Intangible Assets and Ownership Interests in Partner Companies
   30




---



##### Table of Contents



Revenue Recognition
     Equity Income/Loss
  Deferred Income Taxes
   31




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##### Table of Contents



Commitments and Contingencies
  Fair Value Measurements
  Recent Accounting Pronouncements
      32




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##### Table of Contents



ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
      33




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##### Table of Contents



ITEM 8.
    
    Financial Statements and Supplementary Data
  PageNumberReport of Independent Registered Public Accounting Firm
    
    
    35Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    36Consolidated Statements of Operations for the years ended December
31, 2010, 2009 and 2008
    
    
    37Consolidated Statements of Changes in Equity for the years ended
December 31, 2010, 2009 and 2008
    
    
    38Consolidated Statements of Comprehensive Income (Loss) for the
years ended December 31, 2010, 2009 and 2008
    
    
    39Consolidated Statements of Cash Flows for the years ended December
31, 2010, 2009 and 2008
    
    
    40Notes to Consolidated Financial Statements
    
    
    41
  34




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
  
  35




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2010
    
    
    2009(in thousands, except per share data)AssetsCurrent AssetsCash and cash equivalents
    
    $
    92,438
    
    
    $
    55,481Restricted cash
    
    
    201
    
    
    
    47Accounts receivable, net of allowance ($716-2010; $590-2009)
    
    
    25,832
    
    
    
    19,120Deferred tax assets
    
    
    4,830
    
    
    
    8,147Income tax receivable
    
    
    6,314
    
    
    
    11,071Prepaid expenses and other current assets
    
    
    2,528
    
    
    
    2,146Assets of discontinued operations
    
    
    
    
    
    
    1,750Total current assets
    
    
    132,143
    
    
    
    97,762Marketable securities
    
    
    
    
    
    
    73,512Fixed assets, net
    
    
    5,991
    
    
    
    4,179Ownership interests in partner companies
    
    
    83,829
    
    
    
    97,777Goodwill
    
    
    20,317
    
    
    
    20,317Intangibles, net
    
    
    13,832
    
    
    
    14,789Deferred tax assets
    
    
    22,973
    
    
    
    20,724Other assets, net
    
    
    1,904
    
    
    
    1,027Total Assets
    
    $
    280,989
    
    
    $
    330,087LiabilitiesCurrent LiabilitiesCurrent maturities of long-term debt
    
    $
    4,623
    
    
    $
    381Accounts payable
    
    
    1,973
    
    
    
    1,590Accrued expenses
    
    
    2,777
    
    
    
    4,463Accrued compensation and benefits
    
    
    15,327
    
    
    
    12,218Deferred revenue
    
    
    10,293
    
    
    
    5,668Liabilities of discontinued operations
    
    
    
    
    
    
    320Total current liabilities
    
    
    34,993
    
    
    
    24,640Long-term debt
    
    
    15,458
    
    
    
    645Deferred revenue
    
    
    60
    
    
    
    83Other liabilities
    
    
    867
    
    
    
    1,010Hedges of marketable securities
    
    
    
    
    
    
    547Total Liabilities
    
    
    51,378
    
    
    
    26,925Redeemable noncontrolling interest (Note 18)
    
    
    1,182
    
    
    
    1,420EquityInternet Capital Group, Inc.s Stockholders EquityPreferred stock, $0.01 par value; 10,000 shares authorized, none
issued or outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 2,000,000 shares authorized, 39,439
(2010) and 38,796 (2009) issued
    
    
    39
    
    
    
    39Additional paid-in capital
    
    
    3,541,044
    
    
    
    3,573,347Treasury stock, at cost, 2,440 shares (2010) and 2,440 shares (2009)
    
    
    (12,031
    )
    
    
    (12,031
    )Accumulated deficit
    
    
    (3,305,299
    )
    
    
    (3,351,888
    )Accumulated other comprehensive income
    
    
    54
    
    
    
    71,198Total Internet Capital Group, Inc.s Stockholders Equity
    
    
    223,807
    
    
    
    280,665Noncontrolling Interest
    
    
    4,622
    
    
    
    21,077Total Equity
    
    
    228,429
    
    
    
    301,742Total Liabilities, Redeemable noncontrolling interest and
Equity
    
    $
    280,989
    
    
    $
    330,087
   36




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands, except per share data)Revenue
    
    $
    115,710
    
    
    $
    90,252
    
    
    $
    71,181Operating expensesCost of revenue
    
    
    71,050
    
    
    
    56,920
    
    
    
    46,400Selling, general and administrative
    
    
    42,206
    
    
    
    34,578
    
    
    
    36,165Research and development
    
    
    10,644
    
    
    
    9,015
    
    
    
    10,212Amortization of intangible assets
    
    
    1,357
    
    
    
    205
    
    
    
    205Impairment related and other
    
    
    1,182
    
    
    
    5,192
    
    
    
    9,847Total operating expenses
    
    
    126,439
    
    
    
    105,910
    
    
    
    102,829Operating income (loss)
    
    
    (10,729
    )
    
    
    (15,658
    )
    
    
    (31,648
    )Other income (loss), net
    
    
    74,147
    
    
    
    16,578
    
    
    
    43,225Interest income
    
    
    330
    
    
    
    446
    
    
    
    1,850Interest expense
    
    
    (366
    )
    
    
    (216
    )
    
    
    (334
    )Income (loss) from continuing operations before
income taxes and equity loss
    
    
    63,382
    
    
    
    1,150
    
    
    
    13,093Income tax benefit (expense)
    
    
    (254
    )
    
    
    39,510
    
    
    
    (357
    )Equity loss
    
    
    (16,022
    )
    
    
    (12,131
    )
    
    
    (33,702
    )Income (loss) from continuing operations
    
    
    47,106
    
    
    
    28,529
    
    
    
    (20,966
    )Income (loss) from discontinued operations,
including gain on sale
    
    
    802
    
    
    
    
    
    
    
    Net income (loss)
    
    
    47,908
    
    
    
    28,529
    
    
    
    (20,966
    )Less: Net income attributable to the
noncontrolling interest
    
    
    1,319
    
    
    
    12,995
    
    
    
    1,960Net income (loss) attributable to Internet Capital
Group, Inc.
    
    $
    46,589
    
    
    $
    15,534
    
    
    $
    (22,926
    )Amounts attributable to Internet Capital Group, Inc.:Net income (loss) from continuing operations
    
    $
    45,977
    
    
    $
    15,534
    
    
    $
    (22,926
    )Net income (loss) from discontinued operations
    
    
    612
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    46,589
    
    
    $
    15,534
    
    
    $
    (22,926
    )Basic income (loss) per share attributable to
Internet Capital Group, Inc.:Income (loss) from continuing operations
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )Income (loss) on discontinued operations
    
    
    0.02
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    1.28
    
    
    $
    0.42
    
    
    $
    (0.60
    )Shares used in computation of basic income (loss)
per share
    
    
    36,427
    
    
    
    36,660
    
    
    
    38,106Diluted income (loss) per share attributable
to Internet Capital Group, Inc.:Income (loss) from continuing operations
    
    $
    1.24
    
    
    $
    0.42
    
    
    $
    (0.60
    )Income (loss) on discontinued operations
    
    
    0.02
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )Shares used in computation of diluted income (loss)
per share
    
    
    37,064
    
    
    
    36,705
    
    
    
    38,106
   37




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 Internet Capital Group, Inc. Stockholders EquityAccumulatedTreasury Stock,
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    Non-Common Stock
    
    
    at cost
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    controllingShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Interest
    
    
    TotalBalance as of December 31, 2007
    
    
    38,651
    
    
    $
    39
    
    
    
    
    
    
    $
    
    
    
    $
    3,564,268
    
    
    $
    (3,344,496
    )
    
    $
    84,847
    
    
    $
    5,143
    
    
    $
    309,801Equity-based compensation expense related to
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,577
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,577Impact of partner company equity transactions (Note
5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (629
    )
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    (298
    )Issuance of restricted stock
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Surrenders of restricted stock
    
    
    (17
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )Equity-based compensation related to stock
appreciation rights and stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,167
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,167Exercise of stock appreciation rights, net of
surrenders
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )Issuance of deferred stock units to directors
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616Repurchase of common stock
    
    
    
    
    
    
    
    
    
    
    (1,948
    )
    
    
    (9,329
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,329
    )Noncontrolling owners share of AOCI of consolidated
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    (117
    )
    
    
    2008 LP capital contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13Net unrealized depreciation in marketable securities
and reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,662
    )
    
    
    
    
    
    
    (30,662
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,926
    )
    
    
    
    
    
    
    1,960
    
    
    
    (20,966
    )Balance as of December 31, 2008
    
    
    38,703
    
    
    
    39
    
    
    
    (1,948
    )
    
    
    (9,329
    )
    
    
    3,569,919
    
    
    
    (3,367,422
    )
    
    
    54,302
    
    
    
    7,317
    
    
    
    254,826Equity-based compensation expense related to
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Impact of partner company equity transactions (Note
5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    
    
    
    
    695
    
    
    
    1,026Issuance of restricted stock
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Surrenders of restricted stock
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )Equity-based compensation related to stock
appreciation rights and stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,633
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,633Issuance of deferred stock units to directors
    
    
    70
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202Repurchase of common stock
    
    
    
    
    
    
    
    
    
    
    (492
    )
    
    
    (2,702
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,702
    )Noncontrolling owners share of AOCI of consolidated
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70
    )
    
    
    70
    
    
    
    2009 LP capital contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Net unrealized depreciation in marketable securities
and reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,966
    
    
    
    
    
    
    
    16,966Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,534
    
    
    
    
    
    
    
    12,995
    
    
    
    28,529Balance as of December 31, 2009
    
    
    38,796
    
    
    
    39
    
    
    
    (2,440
    )
    
    
    (12,031
    )
    
    
    3,573,347
    
    
    
    (3,351,888
    )
    
    
    71,198
    
    
    
    21,077
    
    
    
    301,742Equity impact of incremental acquisitions of
consolidated subsidiaries (Note 3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,889
    )
    
    
    
    
    
    
    27
    
    
    
    (10,796
    )
    
    
    (49,658
    )Impact of redeemable noncontrolling interest
accretion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (197
    )Equity-based compensation expense related to
restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Impact of partner company equity transactions (Notes 3
and 5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,092
    
    
    
    
    
    
    
    
    
    
    
    (6,924
    )
    
    
    (2,832
    )Issuance of restricted stock
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Surrenders of restricted stock and deferred stock units
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29
    )Equity-based compensation related to stock
appreciation rights and stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,038Exercise of stock appreciation rights and stock
options, net of surrenders
    
    
    553
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117Issuance of deferred stock units to directors
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    416Noncontrolling owners share of AOCI of consolidated
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    1
    
    
    
    Net unrealized depreciation in marketable securities
and reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71,170
    )
    
    
    
    
    
    
    (71,170
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,589
    
    
    
    
    
    
    
    1,264
    
    
    
    47,853Other
activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46Balance as of December 31, 2010
    
    
    39,439
    
    
    $
    39
    
    
    
    (2,440
    )
    
    $
    (12,031
    )
    
    $
    3,541,044
    
    
    $
    (3,305,299
    )
    
    $
    54
    
    
    $
    4,622
    
    
    $
    228,429
   38




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Net income (loss)
    
    $
    47,908
    
    
    $
    28,529
    
    
    $
    (20,966
    )Other comprehensive income (loss)Unrealized
holding gains (losses) in marketable securities
    
    
    (4,055
    )
    
    
    38,251
    
    
    
    (30,028
    )Reclassification adjustments/realized net
(gains) loss on marketable securities
    
    
    (67,115
    )
    
    
    (21,285
    )
    
    
    (634
    )Other accumulated other comprehensive income (loss)
    
    
    26
    
    
    
    (70
    )
    
    
    117Comprehensive income (loss)
    
    
    (23,236
    )
    
    
    45,425
    
    
    
    (51,511
    )Less: Comprehensive income attributable to the
noncontrolling interest
    
    
    1,318
    
    
    
    12,925
    
    
    
    2,077Comprehensive income (loss) attributable to
Internet Capital Group, Inc.
    
    $
    (24,554
    )
    
    $
    32,500
    
    
    $
    (53,588
    )
   39




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 312010
    
    
    2009
    
    
    2008(in thousands)Operating Activities  continuing operationsNet income (loss)
    
    $
    47,908
    
    
    $
    28,529
    
    
    $
    (20,966
    )(Income) loss from discontinued operations
    
    
    (802
    )
    
    
    
    
    
    
    Adjustments to reconcile net loss to cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    3,927
    
    
    
    1,747
    
    
    
    1,858Impairment related and other
    
    
    1,182
    
    
    
    5,021
    
    
    
    9,392Equity-based compensation
    
    
    3,069
    
    
    
    3,651
    
    
    
    6,804Equity loss
    
    
    16,022
    
    
    
    12,131
    
    
    
    33,702Other (income) loss
    
    
    (74,147
    )
    
    
    (16,578
    )
    
    
    (43,225
    )Deferred income taxes
    
    
    791
    
    
    
    (28,871
    )
    
    
    Changes in assets and liabilities, net of effect of acquisitions:Accounts receivable, net
    
    
    (6,530
    )
    
    
    (4,083
    )
    
    
    (6,409
    )Tax receivable
    
    
    4,757
    
    
    
    (10,627
    )
    
    
    (444
    )Prepaid expenses and other assets
    
    
    (135
    )
    
    
    (71
    )
    
    
    4,130Accounts payable
    
    
    421
    
    
    
    (349
    )
    
    
    618Accrued expenses
    
    
    (1,816
    )
    
    
    142
    
    
    
    (671
    )Accrued compensation and benefits
    
    
    2,469
    
    
    
    1,842
    
    
    
    831Deferred revenue
    
    
    4,166
    
    
    
    (1,472
    )
    
    
    1,672Other liabilities
    
    
    (113
    )
    
    
    9
    
    
    
    323Cash flows provided by (used in) operating activities
    
    
    1,169
    
    
    
    (8,979
    )
    
    
    (12,385
    )Investing Activities  continuing operationsCapital expenditures, net
    
    
    (4,168
    )
    
    
    (2,995
    )
    
    
    (1,162
    )Advanced deposits for acquisition of fixed assets
    
    
    (30
    )
    
    
    274
    
    
    
    (422
    )Change in restricted cash
    
    
    (154
    )
    
    
    172
    
    
    
    (27
    )Proceeds from sales of marketable securities
    
    
    74,383
    
    
    
    21,625
    
    
    
    60,233Proceeds from sales of partner company ownership interests
    
    
    1,878
    
    
    
    2,607
    
    
    
    3,267Acquisitions of ownership interests in partner companies
    
    
    (2,786
    )
    
    
    (46,654
    )
    
    
    (35,478
    )Increase in cash due to consolidation of partner companies
    
    
    
    
    
    
    2,807
    
    
    
    2,553Decrease in cash due to sale of subsidiary assets
    
    
    
    
    
    
    (81
    )
    
    
    Proceeds from sale of discontinued operations
    
    
    670
    
    
    
    
    
    
    
    Cash flows provided by (used in) investing activities
    
    
    69,793
    
    
    
    (22,245
    )
    
    
    28,964Financing Activities  continuing operationsAcquisition of incremental 17% in ICG Commerce
    
    
    (49,658
    )
    
    
    
    
    
    
    Borrowings of long-term debt
    
    
    21,062
    
    
    
    
    
    
    
    1,500Long-term debt repayments and capital lease obligations, net
    
    
    (2,575
    )
    
    
    (150
    )
    
    
    (696
    )Line of credit repayments
    
    
    
    
    
    
    (115
    )
    
    
    (68
    )Purchase of treasury stock
    
    
    
    
    
    
    (2,702
    )
    
    
    (9,329
    )Payment of dividend by ICG Commerce
    
    
    (3,206
    )
    
    
    
    
    
    
    Tax withholdings related to equity-based awards
    
    
    (1,777
    )
    
    
    
    
    
    
    Exercises of stock options at parent
    
    
    1,894
    
    
    
    
    
    
    
    Debt commitment fee
    
    
    (175
    )
    
    
    
    
    
    
    Other financing activities
    
    
    (41
    )
    
    
    32
    
    
    
    Cash flows provided by (used in) financing activities
    
    
    (34,476
    )
    
    
    (2,935
    )
    
    
    (8,593
    )Effect of exchange rates on cash
    
    
    (151
    )
    
    
    345
    
    
    
    (722
    )Discontinued OperationsCash flows provided by (used in) operating activities
    
    
    633
    
    
    
    
    
    
    
    Cash flows provided by (used in) investing activities
    
    
    (11
    )
    
    
    
    
    
    
    Cash flows provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    Net increase (decrease) in cash and cash equivalents from
discontinued operations
    
    
    622
    
    
    
    
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    36,957
    
    
    
    (33,814
    )
    
    
    7,264Cash and cash equivalents at beginning of period
    
    
    55,481
    
    
    
    89,295
    
    
    
    82,031Cash and cash equivalents at the end of period
    
    $
    92,438
    
    
    $
    55,481
    
    
    $
    89,295
   40




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company
 Description of the Company
   2. Significant Accounting Policies
 Basis of Presentation
    Year Ended December 31,2010
    
    2009
    
    2008GovDelivery (1)
    
    ICG Commerce
    
    ICG CommerceICG Commerce
    
    InvestorForce
    
    InvestorForceInvestorForce
    
    Vcommerce (2)
    
    Vcommerce (2)
 (1)
    
    On December 31, 2009, the Company acquired a controlling equity
ownership interest in GovDelivery. Accordingly, GovDeliverys results
have been included in the Companys Consolidated Statements of
Operations subsequent to that date. See Note 3, Acquisitions,
Discontinued Operations and ProForma Information.(2)
    
    On May 1, 2008, when the Companys ownership interest increased to 53%,
Vcommerce became a consolidated core company. Vcommerces results of
operations are included in the Companys Consolidated Statements of
Operations beginning May 1, 2008. On August 28, 2009, substantially all
of Vcommerces assets were sold to Channel Intelligence. Accordingly,
Vcommerce is not included in the Companys Consolidated Financial
Statements subsequent to that date. See Note 5, Ownership Interests in
Partner Companies. Principles of Accounting for Ownership Interests in Partner Companies
  
  41




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
 Consolidation.
 Equity Method.
  Cost Method.
    42




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
 Use of Estimates
  Ownership Interests in Partner Companies, Goodwill and Intangibles, net
   Revenue Recognition
   43




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
     Deferred Revenue
  Cash and Cash Equivalents
   44




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
 Restricted Cash
  Marketable Securities
  Financial Instruments
  Research and Development
  Income Taxes
  Net Income (Loss) Per Share
  Issuances of Stock by Partner Companies
   45




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
 Escrowed Proceeds
  Concentration of Customer Base and Credit Risk
  Equity-Based Compensation
  Comprehensive Income (Loss)
  Supplemental Cash Flow Disclosures
   46




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
 Reclassifications
  Recent Accounting Pronouncements
       47




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Significant Accounting Policies  (Continued)
  3. Acquisitions, Discontinued Operations and Pro Forma Information
 Acquisitions
  Net assets acquired:Goodwill (2)
    
    $
    3,644Customer lists (11 year life) (2)
    
    
    13,910Trademarks/trade names (11 year life)
    
    
    1,320Technology (10 year life)
    
    
    710Other net assets (liabilities)
    
    
    1,50621,090Redeemable noncontrolling interest (1) (2)
    
    
    (1,420
    )$
    19,670
 
 (1)
    
    The Company estimated the fair value of
the redeemable noncontrolling interest of
GovDelivery with consideration of
discounts for lack of control and lack of
marketability. See Note 18, Redeemable
Noncontrolling Interest.(2)
    
    On August 31, 2010, GovDelivery sold its GovDocs
subsidiary for aggregate consideration of $1,750. As a result of that transaction, the Company
recorded reductions to goodwill (from $3,644 to $3,373  see Note 4, Goodwill
and Intangibles, net), customer list intangible assets (from $13,910 to $12,759  see
Note 4, Goodwill and Intangibles, net) and redeemable noncontrolling interest
(from $1,420 to $941  see Note 18, Redeemable Noncontrolling Interest) that
had been established as part of the purchase price allocation for the acquisition of GovDelivery
on December 31, 2009. See subsection Discontinued Operations in this Note 3.    48




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3. Acquisitions, Discontinued Operations and Pro Forma Information  (Continued)
 Discontinued Operations
   Pro Forma Information
     49




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3. Acquisitions, Discontinued Operations and Pro Forma Information  (Continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands, except for share data)Revenue
    
    $
    115,710
    
    
    $
    97,283
    
    
    $
    76,200Net income (loss)
attributable to
Internet Capital
Group, Inc.
    
    $
    46,317
    
    
    $
    20,317
    
    
    $
    (22,664
    )Net income (loss) per
diluted share
attributable to
Internet Capital
Group, Inc.
    
    $
    1.25
    
    
    $
    0.55
    
    
    $
    (0.62
    )
 4. Goodwill and Intangibles, net
  Goodwill at December 31, 2008
    
    $
    26,658Vcommerce activity (see subsection Impairments  Consolidated Company)
    
    
    (9,714
    )Increase due to acquisition of GovDelivery on December 31, 2009
    
    
    3,373Goodwill at December 31, 2009
    
    
    20,317Activity related to continuing operations for the year ended December 31, 2010
    
    
    Goodwill at December 31, 2010
    
    $
    20,317
   As of December 31, 2010Gross CarryingAmount Related to
    
    
    Accumulated
    
    
    Net CarryingIntangible Assets
    
    Useful Life
    
    
    Continuing Operations
    
    
    Amortization
    
    
    AmountCustomer relationships
    
    11 years
    
    $
    12,759
    
    
    $
    (1,166
    )
    
    $
    11,593Trademarks/trade names
    
    11 years
    
    
    1,320
    
    
    
    (120
    )
    
    
    1,200Technology
    
    10 years
    
    
    710
    
    
    
    (71
    )
    
    
    63914,789
    
    
    
    (1,357
    )
    
    
    13,432Other intellectual property
    
    Indefinite
    
    
    400
    
    
    
    
    
    
    
    400$
    15,189
    
    
    $
    (1,357
    )
    
    $
    13,832
 As of December 31, 2009Gross CarryingAmount Related to
    
    
    Accumulated
    
    
    Net CarryingIntangible Assets
    
    Useful Life
    
    
    Continuing Operations
    
    
    Amortization
    
    
    AmountCustomer relationships
    
    11 years
    
    $
    12,759
    
    
    $
    
    
    
    $
    12,759Trademarks/trade names
    
    11 years
    
    
    1,320
    
    
    
    
    
    
    
    1,320Technology
    
    10 years
    
    
    710
    
    
    
    
    
    
    
    710$
    14,789
    
    
    $
    
    
    
    $
    14,789
  50




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 4. Goodwill and Intangibles, net  (Continued)
    2011
    
    $
    1,3512012
    
    $
    1,3512013
    
    $
    1,3512014
    
    $
    1,3512015
    
    $
    1,351Thereafter
    
    $
    6,677Remaining amortization expense
    
    $
    13,432
 Impairments
  Statement of Operations
    
    Year ended December 31,Presentation
    
    2010
    
    
    2009
    
    
    2008Consolidation Method
    
    Impairment related and other
    
    $
    
    
    
    $
    4,876
    
    
    $
    8,264Equity Method (Note 5)
    
    Equity loss
    
    
    2,914
    
    
    
    544
    
    
    
    10,204Cost Method (Note 15)
    
    Other income (loss), net
    
    
    
    
    
    
    
    
    
    
    4,735$
    2,914
    
    
    $
    5,420
    
    
    $
    23,203
 Impairments  Consolidated Company
    51




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Ownership Interests in Partner Companies
 Changes in Equity Ownership Interests  Consolidated Companies
   Dividends  Consolidated Companies
   Equity Method Companies
   52




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Ownership Interests in Partner Companies  (Continued)
 Balance Sheets (Unaudited) (1)
 As of December 31,2010
    
    
    2009(in thousands)Cash and cash equivalents
    
    $
    53,895
    
    
    $
    72,066Other current assets
    
    
    62,145
    
    
    
    59,963Non-current assets
    
    
    148,257
    
    
    
    157,639Total assets
    
    $
    264,297
    
    
    $
    289,668Current liabilities
    
    $
    118,260
    
    
    $
    122,199Non-current liabilities
    
    
    14,415
    
    
    
    12,812Long-term debt
    
    
    16,174
    
    
    
    13,969Stockholders equity
    
    
    115,448
    
    
    
    140,688Total liabilities and stockholders equity
    
    $
    264,297
    
    
    $
    289,668Total carrying value
    
    $
    83,829
    
    
    $
    97,777
 
 (1)
    
    Includes (ICG voting ownership): Acquirgy (25%), Channel
Intelligence (50%), ClickEquations (33%), Freeborders (31%),
GoIndustry (26%), Metastorm (33%), SeaPass (26%), StarCite
(36%) and WhiteFence (36%).  Results of Operations (Unaudited)
 Year Ended December 31,2010 (1)
    
    
    2009 (2)
    
    
    2008 (3)(in thousands)Revenue
    
    $
    243,091
    
    
    $
    229,196
    
    
    $
    243,762Net income (loss)
    
    $
    (29,531
    )
    
    $
    (26,680
    )
    
    $
    (57,943
    )Equity income (loss) excluding
impairments and amortization of
intangible assets
    
    $
    (10,452
    )
    
    $
    (9,321
    )
    
    $
    (22,086
    )Impairment charge of GoIndustry
    
    
    (2,914
    )
    
    
    (544
    )
    
    
    (10,204
    )Amortization of intangible assets
    
    
    (2,656
    )
    
    
    (2,266
    )
    
    
    (1,412
    )Total equity income (loss)
    
    $
    (16,022
    )
    
    $
    (12,131
    )
    
    $
    (33,702
    )
 
 (1)
    
    Includes Acquirgy, Channel Intelligence, ClickEquations, Freeborders, GoIndustry, Metastorm, SeaPass, StarCite and WhiteFence.(2)
    
    Includes Acquirgy (from date of acquisition), Channel Intelligence, ClickEquations, Freeborders, GoIndustry, Metastorm, SeaPass (from date of acquisition), StarCite and WhiteFence.(3)
    
    Includes Channel Intelligence, ClickEquations, Freeborders, GoIndustry, Metastorm, StarCite, Vcommerce (to date of consolidation) and WhiteFence.  53




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Ownership Interests in Partner Companies  (Continued)
 Other Equity Company Information
        54




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Ownership Interests in Partner Companies  (Continued)
  Other Partner Company Information
   Other
  Escrow Information
   55




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Ownership Interests in Partner Companies  (Continued)
  6. Marketable Securities
    7 Financial Instruments
 Derivative Financial Instruments
     56




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 7 Financial Instruments  (Continued)
   Consolidated Balance SheetsDecember 31,
    
    
    December 31,Derivative Instrument
    
    Classification
    
    2010
    
    
    2009(in thousands)Cashless collar contracts
    
    Hedges of marketable securities
    
    $
    
    
    
    $
    (547
    )Foreign exchange put option
    
    Other assets, net
    
    $
    
    
    
    $
    Interest rate swap
    
    Accrued expenses
    
    $
    12
    
    
    $
    
  Consolidated Statements of OperationsYear ended December 31,Derivative Instrument
    
    Classification
    
    2010
    
    
    2009
    
    
    2008(in thousands)Cashless collar contracts
    
    Other income (loss), net
    
    $
    547
    
    
    $
    (7,098
    )
    
    $
    10,204Foreign exchange instruments
    
    Other income (loss), net
    
    $
    (60
    )
    
    $
    (33
    )
    
    $
    (132
    )Interest rate swap
    
    Other income (loss), net
    
    $
    (12
    )
    
    $
    
    
    
    $
    
 Fair Value Measurements
      57




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 7 Financial Instruments  (Continued)
  Balance atDecember 31,2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash equivalents (money market accounts)
    
    $
    81,205
    
    
    $
    81,205
    
    
    $
    
    
    
    $
    Hedges of interest rate risk (1)
    
    
    (12
    )
    
    
    
    
    
    
    (12
    )
    
    
    $
    81,193
    
    
    $
    81,205
    
    
    $
    (12
    )
    
    $
    
 Balance atDecember 31,2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash equivalents (money market accounts)
    
    $
    49,972
    
    
    $
    49,972
    
    
    $
    
    
    
    $
    Marketable securities (see Note 6)
    
    
    73,512
    
    
    
    73,512
    
    
    
    
    
    
    
    Hedges of marketable securities (1)
    
    
    (547
    )
    
    
    
    
    
    
    (547
    )
    
    
    $
    122,937
    
    
    $
    123,484
    
    
    $
    (547
    )
    
    $
    
 
 (1)
    
    The Companys counterparties under these arrangements provide the Company with quarterly
statements of the market values of these instruments based on significant inputs that are
observable or can be derived principally from, or corroborated by, observable market data
for substantially the full term of the asset or liability. 8. Fixed Assets
  As of December 31,Useful Life
    
    
    2010
    
    
    2009(in thousands)Computer equipment and software,
office equipment and furniture
    
    3-7 years
    
    $
    18,982
    
    
    $
    16,280Leasehold improvements
    
    3-6 years
    
    
    1,018
    
    
    
    97120,000
    
    
    
    17,251Less: accumulated depreciation and amortization
    
    
    
    
    
    
    (14,009
    )
    
    
    (13,072
    )$
    5,991
    
    
    $
    4,179
   58




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 9. Debt
 Long-Term Debt
  As of December 31,Interest Rates
    
    
    2010
    
    
    2009(in thousands)ICG Commerce term loan
    
    
    2.013.34
    %
    
    $
    18,667
    
    
    $
    Capital leases
    
    
    2.2512.98
    %
    
    
    503
    
    
    
    241Other debt
    
    
    8.2510.27
    %
    
    
    911
    
    
    
    78520,081
    
    
    
    1,026Current maturities
    
    
    
    
    
    
    (4,623
    )
    
    
    (381
    )Long-term debt
    
    
    
    
    
    $
    15,458
    
    
    $
    645
  2011
    
    $
    4,6232012
    
    
    4,6312013
    
    
    4,1592014
    
    
    4,0012015
    
    
    2,667$
    20,081
 Loan and Credit Agreements
    59




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 9. Debt  (Continued)
     10. Segment Information
    60




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 10. Segment Information  (Continued)
    Segment Information(in thousands)Total
    
    
    Reconciling Items
    
    
    ConsolidatedCore
    
    
    Venture
    
    
    Segment
    
    
    Dispositions
    
    
    Corporate
    
    
    Other(1)
    
    
    ResultsYear Ended December 31, 2010Revenue
    
    $
    115,710
    
    
    $
    
    
    
    $
    115,710
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    115,710Net income (loss)
attributable to Internet
Capital Group, Inc.
    
    $
    (5,655
    )
    
    $
    (4,149
    )
    
    $
    (9,804
    )
    
    $
    (2,115
    )
    
    $
    (17,684
    )
    
    $
    76,192
    
    
    $
    46,589Assets (2)
    
    $
    152,466
    
    
    $
    15,149
    
    
    $
    167,615
    
    
    $
    26,829
    
    
    $
    86,545
    
    
    $
    
    
    
    $
    280,989Year Ended December 31, 2009Revenue
    
    $
    90,252
    
    
    $
    
    
    
    $
    90,252
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    90,252Net income (loss)
attributable to Internet
Capital Group, Inc.
    
    $
    28,503
    
    
    $
    (3,197
    )
    
    $
    25,306
    
    
    $
    (2,102
    )
    
    $
    (15,858
    )
    
    $
    8,188
    
    
    $
    15,534Assets (2)
    
    $
    161,295
    
    
    $
    21,832
    
    
    $
    183,127
    
    
    $
    31,491
    
    
    $
    115,469
    
    
    $
    
    
    
    $
    330,087Year Ended December 31, 2008Revenue
    
    $
    71,181
    
    
    $
    
    
    
    $
    71,181
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    71,181Net income (loss)
attributable to Internet
Capital Group, Inc.
    
    $
    (18,999
    )
    
    $
    (4,381
    )
    
    $
    (23,380
    )
    
    $
    (4,759
    )
    
    $
    (18,966
    )
    
    $
    24,179
    
    
    $
    (22,926
    )Assets (2)
    
    $
    106,531
    
    
    $
    8,281
    
    
    $
    114,812
    
    
    $
    31,843
    
    
    $
    138,925
    
    
    $
    
    
    
    $
    285,580
 
 (1)
    
    The following table reflects the components in other (in thousands): Year Ended December 31,2010
    
    
    2009
    
    
    2008Corporate other income (loss) (Note 15)
    
    $
    74,507
    
    
    $
    15,976
    
    
    $
    44,277Corporate income tax benefit (Note 16)
    
    
    5,918
    
    
    
    10,627
    
    
    
    330Noncontrolling interest
    
    
    (1,319
    )
    
    
    (12,995
    )
    
    
    (1,960
    )Impairment of GoIndustry (Venture) (Note 5)
    
    
    (2,914
    )
    
    
    (544
    )
    
    
    (10,204
    )Impairment of Vcommerce (Core) (Note 3)
    
    
    
    
    
    
    (4,876
    )
    
    
    (8,264
    )$
    76,192
    
    
    $
    8,188
    
    
    $
    24,179
 (2)
    
    The Companys carrying value of Metastorm, the sale of which was
consummated of February 17, 2011, has been removed from
the core segment in the table above and reflected in Dispositions for all periods presented.  61




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 11. Parent Company Financial Information
  Parent Company Balance Sheets
 As of December 31,2010
    
    
    2009(in thousands)AssetsCash and cash equivalents
    
    $
    72,915
    
    
    $
    29,443Income tax receivable
    
    
    6,314
    
    
    
    11,071Other current assets
    
    
    526
    
    
    
    562Current assets
    
    
    79,755
    
    
    
    41,076Ownership interests in partner companies
    
    
    142,541
    
    
    
    170,498Marketable securities
    
    
    
    
    
    
    73,512Intangible assets
    
    
    400
    
    
    
    Deferred tax assets
    
    
    3,695Other
    
    
    1,583
    
    
    
    881Total assets
    
    $
    227,974
    
    
    $
    285,967Liabilities and stockholders equityCurrent liabilities
    
    $
    4,815
    
    
    $
    4,433Hedges of marketable securities
    
    
    
    
    
    
    547Non-current liabilities
    
    
    294
    
    
    
    350Stockholders equity
    
    
    222,865
    
    
    
    280,637Total liabilities and stockholders equity
    
    $
    227,974
    
    
    $
    285,967
 Parent Company Statements of Operations
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative
    
    
    17,169
    
    
    
    16,257
    
    
    
    19,755Impairment related and other
    
    
    796
    
    
    
    4,876
    
    
    
    9,058Total operating expenses
    
    
    17,965
    
    
    
    21,133
    
    
    
    28,813Operating income (loss)
    
    
    (17,965
    )
    
    
    (21,133
    )
    
    
    (28,813
    )Other income (loss), net (1)
    
    
    73,151
    
    
    
    15,976
    
    
    
    44,277Interest income (expense), net
    
    
    281
    
    
    
    399
    
    
    
    1,603Income (loss) before income taxes and equity loss
    
    
    55,467
    
    
    
    (4,758
    )
    
    
    17,067Income tax benefit (expense)
    
    
    4,806
    
    
    
    10,627
    
    
    
    330Equity income (loss)
    
    
    (14,796
    )
    
    
    9,665
    
    
    
    (40,323
    )Net income (loss)
    
    $
    45,477
    
    
    $
    15,534
    
    
    $
    (22,926
    )
 
 (1)
    
    For purposes of parent company reporting, discontinued operations (see Note 3,
Acquisitions, Discontinued Operations and Pro Forma Information) are included in the Other
income (loss), net line item.  62




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 11. Parent Company Financial Information  (Continued)
 Parent Company Statements of Cash Flows
 Year Ended December 312010
    
    
    2009
    
    
    2008(in thousands)Operating ActivitiesNet income (loss)
    
    $
    45,477
    
    
    $
    15,534
    
    
    $
    (22,926
    )Adjustments to reconcile net income (loss) to cash used in
operating activities:Depreciation and amortization
    
    
    58
    
    
    
    90
    
    
    
    133Impairment related and other
    
    
    796
    
    
    
    4,876
    
    
    
    9,058Equity-based compensation
    
    
    2,345
    
    
    
    2,888
    
    
    
    6,012Equity (income) loss
    
    
    14,796
    
    
    
    (9,665
    )
    
    
    40,323Other (income) loss, net (1)
    
    
    (73,151
    )
    
    
    (15,976
    )
    
    
    (44,277
    )Deferred tax assets
    
    
    (3,695
    )
    
    
    
    
    
    
    Changes in assets and liabilities, net of effect of acquisitions:Taxes receivable
    
    
    4,757
    
    
    
    (10,627
    )
    
    
    4,889Prepaid expenses and other assets
    
    
    36
    
    
    
    299
    
    
    
    (8
    )Accounts payable
    
    
    11
    
    
    
    (6
    )
    
    
    6Accrued expenses
    
    
    (445
    )
    
    
    297
    
    
    
    (180
    )Accrued compensation and benefits
    
    
    289
    
    
    
    (89
    )
    
    
    (1,014
    )Other liabilities
    
    
    (57
    )
    
    
    (60
    )
    
    
    403Cash used in operating activities
    
    
    (8,783
    )
    
    
    (12,439
    )
    
    
    (7,581
    )Investing ActivitiesCapital expenditures, net
    
    
    (450
    )
    
    
    (52
    )
    
    
    (47
    )Proceeds from sales of marketable securities
    
    
    74,383
    
    
    
    21,625
    
    
    
    60,233Proceeds from sales of ownership interests in partner companies
    
    
    1,878
    
    
    
    2,607
    
    
    
    3,267Receipt of cash dividend from ICG Commerce
    
    
    31,821
    
    
    
    
    
    
    
    Acquisitions of ownership interests in partner companies, net
    
    
    (5,836
    )
    
    
    (52,804
    )
    
    
    (42,460
    )Cash provided by (used in) investing activities
    
    
    101,796
    
    
    
    (28,624
    )
    
    
    20,993Financing ActivitiesAcquisition of noncontrolling interest in subsidiary equity
    
    
    (49,658
    )
    
    
    
    
    
    
    Tax withholdings related to equity-based awards
    
    
    (1,777
    )
    
    
    
    
    
    
    Stock options exercises
    
    
    1,894
    
    
    
    
    
    
    
    Purchase of treasury stock
    
    
    
    
    
    
    (2,702
    )
    
    
    (9,329
    )Cash provided by (used in) financing activities
    
    
    (49,541
    )
    
    
    (2,702
    )
    
    
    (9,329
    )Net increase (decrease) in cash and cash equivalents
    
    
    43,472
    
    
    
    (43,765
    )
    
    
    4,083Cash and cash equivalents at beginning at year
    
    
    29,443
    
    
    
    73,208
    
    
    
    69,125Cash and cash equivalents at end of year
    
    $
    72,915
    
    
    $
    29,443
    
    
    $
    73,208
 
 (1)
    
    For purposes of Parent Company reporting, discontinued operations are
included in the Other income (loss) line item.
See the subsection Discontinued Operations in Note 3,
Acquisitions, Discontinued Operations and Pro Forma Information. 12. Internet Capital Group, Inc.s Stockholders Equity
    63




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Equity-Based Compensation
    WeightedAverage YearsRemaining ofUnrecognized
    
    
    Equity-BasedEquity-Based
    
    
    CompensationYear Ended
    
    
    Compensation
    
    
    Expense atDecember 31,
    
    
    at Dec. 31, 2010
    
    
    Dec. 31, 20102010
    
    
    2009
    
    
    2008Stock Appreciation Rights
    
    $
    2,037
    
    
    $
    2,629
    
    
    $
    4,138
    
    
    $
    5,669
    
    
    
    3.1Stock Options
    
    
    1
    
    
    
    3
    
    
    
    29
    
    
    
    1
    
    
    
    2.0Restricted Stock
    
    
    103
    
    
    
    82
    
    
    
    1,577
    
    
    
    436
    
    
    
    3.5Deferred Stock Units
    
    
    204
    
    
    
    174
    
    
    
    320
    
    
    
    34
    
    
    
    0.2Equity-Based Compensation
    
    
    2,345
    
    
    
    2,888
    
    
    
    6,064
    
    
    
    6,140Equity-Based
Compensation for
Consolidated Partner
Companies:
    
    
    724
    
    
    
    763
    
    
    
    770
    
    
    
    1,338
    
    
    
    3.6$
    3,069
    
    
    $
    3,651
    
    
    $
    6,834
    
    
    $
    7,478
 Stock Appreciation Rights (SARs)
   64




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INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Equity-Based Compensation  (Continued)
  Weighted
    
    
    WeightedAverage
    
    
    AverageSARs
    
    
    Base Price
    
    
    Fair ValueIssued at December 31, 2007
    
    
    3,616,115
    
    
    $
    7.58
    
    
    $
    4.58SARs exercised (1)
    
    
    (67,363
    )
    
    $
    7.34
    
    
    $
    4.43SARs forfeited
    
    
    (782
    )
    
    $
    7.34
    
    
    $
    4.43SARs granted
    
    
    322,400
    
    
    $
    8.41
    
    
    $
    4.96Issued at December 31, 2008
    
    
    3,870,370
    
    
    $
    7.65
    
    
    $
    4.61SARs granted
    
    
    100,000
    
    
    $
    7.00
    
    
    $
    4.07Issued at December 31, 2009
    
    
    3,970,370
    
    
    $
    7.63
    
    
    $
    4.60SARs exercised (2)
    
    
    (1,440,488
    )
    
    $
    7.52
    
    
    $
    4.53SARs forfeited
    
    
    (64,937
    )
    
    $
    9.24
    
    
    $
    5.11SARs granted
    
    
    1,506,940
    
    
    $
    7.11
    
    
    $
    4.14Issued at December 31, 2010
    
    
    3,971,885
    
    
    $
    7.45
    
    
    $
    4.43
 
 (1)
    
    These exercises resulted in the issuance of 2,576 shares of the
Companys Common Stock, net of tax withholdings of less than
$0.1 million.(2)
    
    These exercises resulted in the issuance of 372,499 shares of
the Companys Common Stock, net of tax withholdings of $1.8
million.  Aggregate IntrinsicWeighted Average
    
    
    Value of SARsRemaining Contractual Life
    
    
    Outstanding atSARs
    
    
    SARs
    
    
    of SARs Outstanding
    
    
    December 31, 2010Grant Price
    
    Outstanding
    
    
    Exercisable
    
    
    (in years)
    
    
    (in thousands)$6.70 - $7.00
    
    
    1,401,940
    
    
    
    29,166
    
    
    9.1
    
    
    $
    10,555$7.34
    
    
    1,991,610
    
    
    
    1,991,610
    
    
    4.6
    
    
    $
    13,762$8.13 - $8.76
    
    
    337,922
    
    
    
    143,945
    
    
    8.1
    
    
    $
    1,978$9.50 - $12.01
    
    
    240,413
    
    
    
    134,163
    
    
    6.3
    
    
    $
    7203,971,885
    
    
    
    2,298,884
    
    
    
    
    
    
    $
    27,015
  Stock Options
   65




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Equity-Based Compensation  (Continued)
  Weighted
    
    
    WeightedAverage
    
    
    AverageGrant Date
    
    
    Grant DateShares
    
    
    Exercise Price
    
    
    Fair ValueOutstanding at December 31, 2007
    
    
    637,454
    
    
    $
    37.13
    
    
    $
    29.69Options granted
    
    
    500
    
    
    $
    7.22
    
    
    $
    4.26Options cancelled
    
    
    (23,000
    )
    
    $
    19.76
    
    
    $
    15.70Outstanding at December 31, 2008
    
    
    614,954
    
    
    $
    36.58
    
    
    $
    29.81Options granted
    
    
    250
    
    
    $
    4.30
    
    
    $
    2.47Options cancelled
    
    
    (85,800
    )
    
    $
    42.75
    
    
    $
    34.35Outstanding at December 31, 2009
    
    
    529,404
    
    
    $
    35.56
    
    
    $
    29.06Options exercised (1)
    
    
    (180,923
    )
    
    $
    10.48
    
    
    $
    9.13Options cancelled
    
    
    (37,312
    )
    
    $
    315.18
    
    
    $
    249.10Outstanding at December 31, 2010
    
    
    311,169
    
    
    $
    16.64
    
    
    $
    14.30
 
 (1)
    
    The Company received cash of $1.9 million related to 2010 stock option exercises.   Weighted Average
    
    
    Aggregate IntrinsicRemaining Contractual Life
    
    
    Value atShares
    
    
    Shares
    
    
    of Shares Outstanding
    
    
    December 31, 2010Exercise Price
    
    Outstanding
    
    
    Vested
    
    
    (in years)
    
    
    (in thousands)$4.30 - $7.77
    
    
    136,624
    
    
    
    136,478
    
    
    2.3
    
    
    $
    1,234$8.39 - $10.00
    
    
    63,409
    
    
    
    63,305
    
    
    2.8
    
    
    $
    354$15.80 - $80.62
    
    
    111,136
    
    
    
    111,136
    
    
    0.4
    
    
    $
    311,169
    
    
    
    310,919
    
    
    
    
    
    
    $
    1,588
  SARs and Stock Options Fair Value Assumptions
   66




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Equity-Based Compensation  (Continued)
  2010
    
    2009
    
    2008Expected volatility
    
    60%
    
    60%
    
    60%Average expected option life
    
    2.756.25 years
    
    6.25 years
    
    6.25 yearsRisk-free interest rate
    
    1.54-2.92%
    
    2.00-2.54%
    
    3.08%Dividend yield
    
    0.0%
    
    0.0%
    
    0.0%
 Restricted Stock
  WeightedAverage GrantShares
    
    
    Date Fair ValueIssued and unvested, December 31, 2007
    
    
    486,279
    
    
    $
    7.39Vested
    
    
    (468,729
    )
    
    $
    7.20Forfeited
    
    
    (250
    )
    
    $
    6.98Issued and unvested, December 31, 2008
    
    
    17,300
    
    
    $
    10.82Granted
    
    
    24,000
    
    
    $
    7.00Vested
    
    
    (6,775
    )
    
    $
    10.49Issued and unvested, December 31, 2009
    
    
    34,525
    
    
    $
    8.23Granted
    
    
    42,500
    
    
    $
    8.75Vested
    
    
    (9,025
    )
    
    $
    7.54Forfeited
    
    
    (7,500
    )
    
    $
    12.01Issued and unvested, December 31, 2010
    
    
    60,500
    
    
    $
    8.23
    67




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Equity-Based Compensation  (Continued)
 Deferred Stock Units (DSUs)
   Weighted AverageDSUs
    
    
    Grant Date Fair ValueIssued and unvested, December 31, 2007
    
    
    31,500
    
    
    $
    11.37Granted
    
    
    36,000
    
    
    $
    8.70Vested
    
    
    (31,500
    )
    
    $
    11.37Issued and unvested, December 31, 2008
    
    
    36,000
    
    
    $
    8.70Granted
    
    
    36,000
    
    
    $
    4.05Vested
    
    
    (36,000
    )
    
    $
    8.70Issued and unvested, December 31, 2009
    
    
    36,000
    
    
    $
    4.05Granted
    
    
    36,000
    
    
    $
    6.80Vested
    
    
    (36,000
    )
    
    $
    4.05Forfeited
    
    
    (4,500
    )
    
    $
    6.80Issued and unvested, December 31, 2010
    
    
    31,500
    
    
    $
    6.80
  Consolidated Partner Companies
    68




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 14. Commitments and Contingencies
   2011
    
    $
    2,8492012
    
    $
    2,5682013
    
    $
    2,1912014
    
    $
    1,9762015
    
    $
    1,694Thereafter
    
    $
    2,470
   15. Other Income (Loss)
 Other Income (Loss), net
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Realized gains on marketable securities, net of hedge
termination costs (Notes 5, 6 and 7)
    
    $
    66,952
    
    
    $
    20,805
    
    
    $
    634Gain on sale of Creditex (Note 5)
    
    
    5,089
    
    
    
    430
    
    
    
    34,752Sales/distributions of ownership interests in Partner Companies (Note 5)
    
    
    1,879
    
    
    
    2,177
    
    
    
    3,255Unrealized gain (loss) on mark-to-market of hedges (Note 7)
    
    
    547
    
    
    
    (7,098
    )
    
    
    10,204Impairments of cost method Partner Companies
    
    
    
    
    
    
    
    
    
    
    (4,735
    )Other
    
    
    40
    
    
    
    (338
    )
    
    
    16774,507
    
    
    
    15,976
    
    
    
    44,277Total other income (loss) for Consolidated Partner Companies
    
    
    (360
    )
    
    
    602
    
    
    
    (1,052
    )$
    74,147
    
    
    $
    16,578
    
    
    $
    43,225
   69




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 15. Other Income (Loss)  Continued
  16. Income Taxes
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands)Income tax (benefit) expense from continuing operations:Current taxesFederal taxes
    
    $
    (919
    )
    
    $
    (10,455
    )
    
    $
    (147
    )State taxes
    
    
    72
    
    
    
    (9
    )
    
    
    53Foreign taxes
    
    
    310
    
    
    
    (175
    )
    
    
    451Current taxes
    
    $
    (537
    )
    
    $
    (10,639
    )
    
    $
    357Deferred taxesFederal taxes
    
    $
    807
    
    
    $
    (28,702
    )
    
    $
    State taxes
    
    
    (15
    )
    
    
    65
    
    
    
    Foreign taxes
    
    
    (1
    )
    
    
    (234
    )
    
    
    Deferred taxes
    
    $
    791
    
    
    $
    (28,871
    )
    
    $
    Income tax (benefit) expense
    
    $
    254
    
    
    $
    (39,510
    )
    
    $
    357
     70




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 16. Income Taxes  (Continued)
          71




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 16. Income Taxes  (Continued)
  As of December 31,2010
    
    
    2009(in thousands)Deferred tax assets:Net operating loss and capital loss carryforward  382 limited
    
    $
    108,791
    
    
    $
    121,103Net operating loss carryforward  not 382 limited
    
    
    10,902
    
    
    
    8,907Capital loss carryforward  not 382 limited
    
    
    
    
    
    
    2,063Partner Company basis difference
    
    
    80,916
    
    
    
    121,058Reserves and accruals
    
    
    6,540
    
    
    
    3,743Equity-based compensation expense
    
    
    6,188
    
    
    
    8,270AMT and other credits
    
    
    590
    
    
    
    406Other, net
    
    
    800
    
    
    
    2,524Total deferred tax assets
    
    
    214,727
    
    
    
    268,074Valuation allowance
    
    
    (181,704
    )
    
    
    (208,395
    )Deferred tax asset
    
    
    33,023
    
    
    
    59,679Deferred tax liabilities:Intangible assets
    
    
    (5,220
    )
    
    
    (5,898
    )Other comprehensive income
    
    
    
    
    
    
    (24,910
    )Total deferred tax liabilities
    
    
    (5,220
    )
    
    
    (30,808
    )Total net deferred tax assets
    
    $
    27,803
    
    
    $
    28,871
      72




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 16. Income Taxes  (Continued)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Tax expense (benefit) at statutory rate
    
    
    35.0
    %
    
    
    (35.0
    )%
    
    
    (35.0
    )%IRS audit adjustment and interest
    
    
    (1.4
    )%
    
    
    (43.4
    )%
    
    
    Foreign and state taxes
    
    
    0.8
    %
    
    
    (3.2
    )%
    
    
    2.1
    %Non-deductible expenses and other
    
    
    (1.8
    )%
    
    
    (2.9
    )%
    
    
    1.2
    %Valuation allowance
    
    
    (55.1
    )%
    
    
    (275.3
    )%
    
    
    33.2
    %Consolidation of ICG Commerce
    
    
    74.7
    %
    
    
    
    
    
    
    Reduction in deferred tax liability
    
    
    (51.7
    )%
    
    
    
    
    
    
    0.5
    %
    
    
    (359.8
    )%
    
    
    1.5
    %
 17. Net Income (Loss) per Share
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(in thousands, except shares and per share data)Basic and Diluted:Income (loss) from continuing operations
    
    $
    45,977
    
    
    $
    15,534
    
    
    $
    (22,926
    )Income (loss) on discontinued operations
    
    
    612
    
    
    
    
    
    
    
    Net income (loss) attributable to Internet Capital Group, Inc.
    
    $
    46,589
    
    
    $
    15,534
    
    
    $
    (22,926
    )Basic:Income (loss) from continuing operations per share
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )Income (loss) on discontinued operations per share
    
    
    0.02
    
    
    
    
    
    
    
    Net income (loss) attributable to Internet Capital Group, Inc. per share
    
    $
    1.28
    
    
    $
    0.42
    
    
    $
    (0.60
    )Diluted:Income (loss) from continuing operations per share
    
    $
    1.24
    
    
    $
    0.42
    
    
    $
    (0.60
    )Income (loss) on discontinued operations per share
    
    
    0.02
    
    
    
    
    
    
    
    Net income (loss) attributable to Internet Capital Group, Inc. per share
    
    $
    1.26
    
    
    $
    0.42
    
    
    $
    (0.60
    )Shares used in computation of basic income (loss) per share
    
    
    36,426,603
    
    
    
    36,660,158
    
    
    
    38,105,583Incremental Diluted Shares Impact:Stock options
    
    
    65,208
    
    
    
    22,776
    
    
    
    SARs
    
    
    538,090
    
    
    
    
    
    
    
    Restricted stock
    
    
    18,408
    
    
    
    241
    
    
    
    DSUs
    
    
    15,216
    
    
    
    21,801
    
    
    
    Shares used in the computation of diluted income (loss) per share
    
    
    37,063,525
    
    
    
    36,704,976
    
    
    
    38,105,583
  Weighted AverageShares
    
    
    Price per ShareYear ended December 31, 2010Stock options
    
    
    111,136
    
    
    $
    41.65SARs
    
    
    1,600,940
    
    
    $
    7.19Year ended December 31, 2009Stock options
    
    
    406,730
    
    
    $
    46.57SARs
    
    
    3,970,370
    
    
    $
    7.63Restricted stock
    
    
    32,025
    
    
    $
    8.23Year ended December 31, 2008Stock options
    
    
    614,954
    
    
    $
    36.58SARs
    
    
    3,870,370
    
    
    $
    7.65Restricted stock
    
    
    17,300
    
    
    $
    10.82DSUs
    
    
    36,000
    
    
    $
    8.70
  73




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 18. Redeemable Noncontrolling Interest
   Balance at December 31, 2009
    
    $
    (1,420
    )Impact of
share redemption from sale of GovDocs
    
    
    479Redeemable noncontrolling interest portion of net (income)/loss
    
    
    (55
    )Accretion to
estimated redemption value
    
    
    (186
    )Balance at December 31, 2010
    
    $
    (1,182
    )
 19. Share Repurchase Program
  20. Related Parties
   74




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 21. Selected Quarterly Financial Information
 (Unaudited)
  Fiscal 2010 Quarter Ended
    
    
    Fiscal 2009 Quarter EndedMar.31
    
    
    Jun.30
    
    
    Sep.30
    
    
    Dec.31
    
    
    Mar.31
    
    
    Jun.30
    
    
    Sep.30
    
    
    Dec.31(in thousands, except per share data)Revenue
    
    $
    25,755
    
    
    $
    26,657
    
    
    $
    30,222
    
    
    $
    33,076
    
    
    $
    21,652
    
    
    $
    22,077
    
    
    $
    22,572
    
    
    $
    23,951Operating ExpensesCost of revenue
    
    
    16,682
    
    
    
    17,643
    
    
    
    18,056
    
    
    
    18,669
    
    
    
    13,205
    
    
    
    14,598
    
    
    
    14,402
    
    
    
    14,715Selling, general & administrative
    
    
    10,434
    
    
    
    10,788
    
    
    
    9,989
    
    
    
    10,995
    
    
    
    9,216
    
    
    
    9,158
    
    
    
    8,347
    
    
    
    7,857Research and development
    
    
    2,424
    
    
    
    2,645
    
    
    
    2,729
    
    
    
    2,846
    
    
    
    2,648
    
    
    
    2,592
    
    
    
    2,178
    
    
    
    1,597Amortization of intangible assets
    
    
    339
    
    
    
    339
    
    
    
    342
    
    
    
    337
    
    
    
    77
    
    
    
    77
    
    
    
    51
    
    
    
    Impairment related and other
    
    
    72
    
    
    
    96
    
    
    
    1,004
    
    
    
    10
    
    
    
    30
    
    
    
    3,790
    
    
    
    1,244
    
    
    
    128Total
operating expenses
    
    
    29,951
    
    
    
    31,511
    
    
    
    32,120
    
    
    
    32,857
    
    
    
    25,176
    
    
    
    30,215
    
    
    
    26,222
    
    
    
    24,297Operating income (loss)
    
    
    (4,196
    )
    
    
    (4,854
    )
    
    
    (1,898
    )
    
    
    219
    
    
    
    (3,524
    )
    
    
    (8,138
    )
    
    
    (3,650
    )
    
    
    (346
    )Other income (loss), net
    
    
    40,296
    
    
    
    24,627
    
    
    
    9,196
    
    
    
    28
    
    
    
    (2,247
    )
    
    
    3,246
    
    
    
    10,226
    
    
    
    5,353Interest income
    
    
    61
    
    
    
    138
    
    
    
    56
    
    
    
    75
    
    
    
    142
    
    
    
    98
    
    
    
    98
    
    
    
    108Interest expense
    
    
    (44
    )
    
    
    (25
    )
    
    
    (123
    )
    
    
    (174
    )
    
    
    (84
    )
    
    
    (73
    )
    
    
    (49
    )
    
    
    (10
    )Income (loss) before income taxes, equity
loss, discontinued operations and
noncontrolling interest
    
    
    36,117
    
    
    
    19,886
    
    
    
    7,231
    
    
    
    148
    
    
    
    (5,713
    )
    
    
    (4,867
    )
    
    
    6,625
    
    
    
    5,105Income tax (expense) benefit
    
    
    (616
    )
    
    
    411
    
    
    
    (2,860
    )
    
    
    2,811
    
    
    
    53
    
    
    
    (421
    )
    
    
    (516
    )
    
    
    40,394Equity loss
    
    
    (6,335
    )
    
    
    (4,580
    )
    
    
    (2,952
    )
    
    
    (2,155
    )
    
    
    (4,953
    )
    
    
    (2,924
    )
    
    
    (2,761
    )
    
    
    (1,493
    )Income (loss) from continuing operations
    
    
    29,166
    
    
    
    15,717
    
    
    
    1,419
    
    
    
    804
    
    
    
    (10,613
    )
    
    
    (8,212
    )
    
    
    3,348
    
    
    
    44,006Income
(loss) from discontinued operations, including gain on sale
    
    
    (22
    )
    
    
    223
    
    
    
    601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    29,144
    
    
    
    15,940
    
    
    
    2,020
    
    
    
    804
    
    
    
    (10,613
    )
    
    
    (8,212
    )
    
    
    3,348
    
    
    
    44,006Less: Net income attributable to the
noncontrolling interest
    
    
    373
    
    
    
    179
    
    
    
    229
    
    
    
    538
    
    
    
    392
    
    
    
    337
    
    
    
    277
    
    
    
    11,989Net income (loss) attributable to Internet
Capital Group, Inc.
    
    $
    28,771
    
    
    $
    15,761
    
    
    $
    1,791
    
    
    $
    266
    
    
    $
    (11,005
    )
    
    $
    (8,549
    )
    
    $
    3,071
    
    
    $
    32,017Amounts attributable to Internet Capital
Group, Inc.:Net income (loss) from continuing operations
    
    $
    28,802
    
    
    $
    15,570
    
    
    $
    1,339
    
    
    $
    266
    
    
    $
    (11,005
    )
    
    $
    (8,549
    )
    
    $
    3,071
    
    
    $
    32,017Net income (loss) from discontinued operations
    
    
    (31
    )
    
    
    191
    
    
    
    452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    28,771
    
    
    $
    15,761
    
    
    $
    1,791
    
    
    $
    266
    
    
    $
    (11,005
    )
    
    $
    (8,549
    )
    
    $
    3,071
    
    
    $
    32,017Basic income (loss) per share(1)Income (loss) from continuing operations
    
    $
    0.79
    
    
    $
    0.43
    
    
    $
    0.04
    
    
    $
    0.01
    
    
    $
    (0.30
    )
    
    $
    (0.23
    )
    
    $
    0.08
    
    
    $
    0.87Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to Internet
Capital Group, Inc.
    
    $
    0.79
    
    
    $
    0.43
    
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    (0.30
    )
    
    $
    (0.23
    )
    
    $
    0.08
    
    
    $
    0.87Shares used in computation of basic income
(loss) per share (1)
    
    
    36,305
    
    
    
    36,346
    
    
    
    36,368
    
    
    
    36,684
    
    
    
    36,676
    
    
    
    36,666
    
    
    
    36,676
    
    
    
    36,623Diluted income (loss) per share(1)Income (loss) from continuing operations
    
    $
    0.79
    
    
    $
    0.42
    
    
    $
    0.04
    
    
    $
    0.01
    
    
    $
    (0.30
    )
    
    $
    (0.23
    )
    
    $
    0.08
    
    
    $
    0.87Income (loss) from discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to Internet
Capital Group, Inc.
    
    $
    0.79
    
    
    $
    0.43
    
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    (0.30
    )
    
    $
    (0.23
    )
    
    $
    0.08
    
    
    $
    0.87Shares used in computation of diluted income
(loss) per share (1)
    
    
    36,346
    
    
    
    37,074
    
    
    
    36,956
    
    
    
    37,875
    
    
    
    36,676
    
    
    
    36,666
    
    
    
    36,740
    
    
    
    36,692
 (1)
    
    The sum of quarterly income (loss) per share differs from the full year amount due to changes in the number of shares outstanding during the year. 
 ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
   75




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##### Table of Contents



ITEM 9A.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal
Control-Integrated Framework.
  Changes in Internal Control Over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
   76




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal
ControlIntegrated Framework
    Internal ControlIntegrated Framework
   
  77




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##### Table of Contents



ITEM 9B.
    
    Other Information
  
 PART III
 
 ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
   
 ITEM 11.
    
    Executive Compensation
  
 ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 ITEM 14.
    
    Principal Accountant Fees and Services
   78




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    Exhibits and Financial Statement Schedules
 1. Consolidated Financial Statements
   2. Financial Statement Schedule
 Report of Independent Registered Public Accounting Firm
 
    
  79




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##### Table of Contents



INTERNET CAPITAL GROUP, INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2007, 2008 and 2009
(in thousands)
 Balance at the
    
    
    Charged to
    
    
    Charged to
    
    
    
    
    
    
    Balance at thebeginning of
    
    
    costs and
    
    
    Other
    
    
    
    
    
    
    end ofthe year
    
    
    expenses
    
    
    accounts
    
    
    Write-offs
    
    
    the yearAllowance for Doubtful Accounts:December 31, 2008
    
    $
    44
    
    
    $
    750
    (a)
    
    $
    
    
    
    $
    (73
    )
    
    $
    721December 31, 2009
    
    $
    721
    
    
    $
    (166
    ) (b)
    
    $
    343
    
    
    $
    (308
    )
    
    $
    590December 31, 2010
    
    $
    590
    
    
    $
    293
    
    
    $
    (39
    )
    
    $
    (128
    )
    
    $
    716
 (a)
    
    Reserve of $411 was established upon acquisition of consolidated core company during 2008.(b)
    
    Reserve of $79 was established upon acquisition of consolidated core company during 2009;
reserve of $92 was eliminated upon sale of subsidiary assets during 2009.  80




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##### Table of Contents



3. List of Exhibits
  Exhibit Number
    
    Document2.1
    
    
    Agreement of Merger, dated February 2, 1999, between Internet
Capital Group, L.L.C. and Internet Capital Group, Inc. (incorporated
by reference to Exhibit 2.1 to the Companys Registration Statement
on Form S-1, filed May 11, 1999 (File No. 333-78193)).3.1.1
    
    
    Restated Certificate of Incorporation of Internet Capital Group,
Inc. (incorporated by reference to Exhibit 2.1 to the Companys
Registration Statement on Form 8-A, filed August 4, 1999 (File No.
000-26989)).3.1.2
    
    
    Certificate of Amendment of Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.3 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2002, filed
March 31, 2003 (File No. 001-16249)).3.1.3
    
    
    Second Amendment of Restated Certificate of Incorporation of
Internet Capital Group, Inc. (incorporated by reference to Exhibit
3.1 to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed August 9, 2004 (File No. 001-16249)).3.2
    
    
    Amended and Restated By-laws of Internet Capital Group, Inc.
(incorporated by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K, filed March 5, 2007 (File No. 001-16249)).4.1
    
    
    Form of Certificate for Internet Capital Group, Inc. Common Stock
(incorporated by reference to Exhibit 4.1 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2004, filed
March 16, 2005 (File No. 001-16249)).10.1
    
    
    Internet Capital Group, Inc. Amended and Restated 1999 Equity
Compensation Plan (incorporated by reference to Exhibit 10.6 to the
Companys Current Report on Form 8-K, filed March 5, 2007 (File No.
001-16249)).*10.2
    
    
    Internet Capital Group, Inc. Third Amended and Restated 2005 Omnibus
Equity Compensation Plan (incorporated by reference to Appendix A to
the Companys definitive proxy statement relative to the Companys
2010 Annual Meeting of Stockholders, filed April 28, 2010).*10.3
    
    
    ICG Amended and Restated Non-Management Director Compensation Plan
(filed herewith).*10.4
    
    
    Internet Capital Group, Inc. Amended and Restated Director Deferred
Stock Unit Program (incorporated by reference to Exhibit 10.5 to the
Companys Current Report on Form 8-K, filed December 18, 2008 (File
No. 001-16249)).*10.5.1
    
    
    Logistics.com, Inc. 2001 Equity Compensation Plan (incorporated by
reference to Exhibit 10.3 to the Companys Annual Report on Form
10-K for the year ended December 31, 2002, filed March 31, 2003
(File No. 001-16249)).*10.5.2
    
    
    Amendment No. 1 to the Logistics.com, Inc. 2001 Equity Compensation
Plan (incorporated by reference to Exhibit 10.3.1 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2002,
filed March 31, 2003 (File No. 001-16249)).*
  81




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##### Table of Contents



Exhibit Number
    
    Document10.6
    
    
    Internet Capital Group 2010 Performance Plan (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form
8-K, filed March 3, 2010 (File No. 001-16249)).*10.7
    
    
    Internet Capital Group 2011 Performance Plan (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form
8-K, filed March 14, 2011 (File No. 001-16249)).*10.8
    
    
    Form of Internet Capital Group, Inc. Restricted Stock Grant Without
Performance Acceleration (incorporated by reference to Exhibit 10.32
to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.9
    
    
    Form of Internet Capital Group, Inc. Non-Management Director
Restricted Stock Grant (incorporated by reference to Exhibit 10.3 to
the Companys Current Report on Form 8-K, filed March 14, 2011 (File
No. 001-16249)).*10.10
    
    
    Form of Internet Capital Group, Inc. Restricted Stock Grant With
Performance Acceleration (incorporated by reference to Exhibit 10.33
to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.11
    
    
    Form of Internet Capital Group, Inc. Stock Option Grant Without
Performance Acceleration (incorporated by reference to Exhibit 10.34
to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.12
    
    
    Form of Internet Capital Group, Inc. Stock Option Grant With
Performance Acceleration (incorporated by reference to Exhibit 10.35
to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.13
    
    
    Form of Internet Capital Group, Inc. Non-Employee Director Initial
Stock Option Grant (incorporated by reference to Exhibit 10.36 to
the Companys Annual Report on Form 10-K for the year ended December
31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.14
    
    
    Form of Internet Capital Group, Inc. Non-Employee Director Annual
Stock Option Grant (incorporated by reference to Exhibit 10.37 to
the Companys Annual Report on Form 10-K for the year ended December
31, 2004, filed March 16, 2005 (File No. 001-16249)).*10.15
    
    
    Form of Internet Capital Group, Inc. Stock Unit Award Agreement
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed July 28, 2005 (File No. 001-16249)).*10.16
    
    
    Form of Internet Capital Group, Inc. Stock Appreciation Rights
Certificate (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed July 28, 2005 (File No.
001-16249)).*10.17.1
    
    
    Employment Agreement, dated February 28, 2007, by and among Internet
Capital Group Operations, Inc., Internet Capital Group, Inc. and
Walter W. Buckley, III (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed March 5, 2007 (File
No. 001-16249)).*10.17.2
    
    
    Amendment 2008-1 to the Employment Agreement, dated as of December
18, 2008, by and between Internet Capital Group Operations, Inc. and
Walter W. Buckley, III (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K, filed December 18, 2008 (File No. 001-16249)).*
  82




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##### Table of Contents



Exhibit Number
    
    Document10.17.3
    
    
    Amendment 2010-1 to the Employment Agreement, dated as of June 18,
2010, by and between Internet Capital Group Operations, Inc. and
Walter W. Buckley, III (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K, filed June 24, 2010 (File
No. 001-16249)).*10.18.1
    
    
    Letter Agreement, dated December 18, 2008, by and between Internet
Capital Group and R. Kirk Morgan (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K, filed
December 18, 2008 (File No. 001-16249)).*10.18.2
    
    
    Letter Agreement, dated June 18, 2010, by and between Internet
Capital Group and R. Kirk Morgan (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K, filed June
24, 2010 (File No. 001-16249)).*10.19.1
    
    
    Employment Agreement, dated April 18, 2007, by and between Internet
Capital Group and Douglas A. Alexander (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, filed
April 18, 2007 (File No. 001-16249)).*10.19.2
    
    
    Amendment 2008-1 to the Employment Agreement, dated as of December
18, 2008, by and between Internet Capital Group Operations, Inc. and
Douglas A. Alexander (incorporated by reference to Exhibit 10.3 to
the Companys Current Report on Form 8-K, filed December 18, 2008
(File No. 001-16249)).*10.19.3
    
    
    Amendment 2010-1 to the Employment Agreement, dated as of June 18,
2010, by and between Internet Capital Group Operations, Inc. and
Douglas A. Alexander (incorporated by reference to Exhibit 10.3 to
the Companys Current Report on Form 8-K, filed June 24, 2010 (File
No. 001-16249)).*10.20
    
    
    Form of Restrictive Covenant Agreement (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K, filed July
28, 2005 (File No. 001-16249)).*10.21.1
    
    
    Amended and Restated Letter of Credit Agreement, dated as of
December 18, 2009, by and between Comerica Bank, Internet Capital
Group, Inc., ICG Holdings, Inc. and Internet Capital Group
Operations, Inc. (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed December 22, 2009 (File
No. 001-16249)).10.21.2
    
    
    Amendment to Amended and Restated Letter of Credit Agreement, dated
as of December 17, 2010, by and between Comerica Bank, Internet
Capital Group, Inc., ICG Holdings, Inc. and Internet Capital Group
Operations, Inc. (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed December 21, 2010 (File
No. 001-16249)).10.22.1
    
    
    Agreement of Lease, dated June 30, 2003, between FV Office Partners,
L.P. and Internet Capital Group Operations, Inc. (incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2003, filed August 14, 2003
(File No. 001-16249)).10.22.2
    
    
    First Amendment to Lease, dated November 20, 2003, between FV Office
Partners, L.P. and Internet Capital Group Operations, Inc.
(incorporated by reference to Exhibit 10.37 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2003, filed
March 15, 2004 (File No. 001-16249)).
  83




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##### Table of Contents



Exhibit Number
    
    Document10.22.3
    
    
    Second Amendment to Lease, dated August 21, 2006, by and between
Chesterbrook Partners, L.P. (as successor-in-interest to FV Office
Partners, L.P.) and Internet Capital Group Operations, Inc.
(incorporated by reference to Exhibit 10.33.3 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2006,
filed March 16, 2007 (File No. 001-16249)).10.23
    
    
    Form of Agreement of Limited Partnership for Internet Capital Group,
Inc. Carried Interest Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Companys Current report on Form
8-K, filed December 13, 2007 (File No. 001-16249)).*10.24
    
    
    Form of Limited Partnership Interest Grant (incorporated by
reference to Exhibit 10.3 to the Companys Current Report on Form
8-K, filed December 13, 2007 (File No. 001-16249)).*10.25
    
    
    Internet Capital Group, Inc. Compensation Clawback Policy
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed April 16, 2010 (File No. 001-16249)).10.26
    
    
    Stock Purchase Agreement dated May 5, 2010 by and between ICG
Holdings, Inc, and ICGC Holdings, L.P. (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, filed May
6, 2010 (File No. 001-16249)).11.1
    
    
    Statement Regarding Computation of Per Share Earnings (included
herein at Note 2-Significant Accounting Policies in the subsection
Net Income (Loss) Per Share to the Consolidated Financial
Statements and Note 17-Net Income (Loss) Per Share to the
Consolidated Financial Statements).14.1
    
    
    Internet Capital Group Corporate Code of Conduct (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form
8-K, filed March 4, 2009 (File No. 001-16249)).21.1
    
    
    Subsidiaries of Internet Capital Group, Inc. (filed herewith).23.1
    
    
    Consent of KPMG LLP (filed herewith).23.2
    
    
    Consent of Grant Thornton LLP/Metastorm Inc. (filed herewith).23.3
    
    
    Consent of KPMG LLP (filed herewith).31.1
    
    
    Certification of Chief Executive Officer required by Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    
    Certification of Chief Financial Officer required by Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    
    
    Certification of the Chief Executive Officer required by Section 906
of the Sarbanes-Oxley Act of 2002 (filed herewith).32.2
    
    
    Certification of the Chief Financial Officer required by Section 906
of the Sarbanes-Oxley Act of 2002 (filed herewith).99.1
    
    
    Consolidated Financial Statements of Metastorm Inc. (filed herewith).99.2
    
    
    Consolidated Financial Statements of StarCite, Inc. (filed herewith).
 *
    
    Management contract or compensatory plan or arrangement.  84




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SIGNATURES
  Date: March 16, 2011
    INTERNET CAPITAL GROUP, INC.By:
    /s/ R. KIRK MORGANName:
    R. Kirk MorganTitle:
    Chief Financial Officer  Signature
    
    Title/s/WALTER W. BUCKLEY, III
    
    Chief Executive Officer and Chairman of the BoardWalter W. Buckley, III
    
    of Directors (Principal Executive Officer)/s/R. KIRK MORGAN

R. Kirk Morgan
    
    Chief Financial Officer
(Principal Financial and Accounting Officer)/s/DAVID J. BERKMAN
    
    DirectorDavid J. Berkman/s/THOMAS A. DECKER
    
    DirectorThomas A. Decker/s/DAVID K. DOWNES
    
    DirectorDavid K. Downes/s/THOMAS P. GERRITY
    
    DirectorThomas P. Gerrity/s/MICHAEL J. HAGAN
    
    DirectorMichael J. Hagan/s/PETER K. MILLER
    
    DirectorPeter K. Miller/s/WARREN V. MUSSER
    
    DirectorWarren V. Musser/s/PHILIP J. RINGO
    
    DirectorPhilip J. Ringo
  85