10-Q

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

FORM 10-Q

(Mark One)
/x/	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the period ended September 30, 2001
OR
/ /	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-25041

TICKETMASTER
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
95-4546874
(I.R.S. Employer Identification Number)

3701 Wilshire Boulevard, Los Angeles, CA 90010
(Address of principal executive offices)

Telephone Number (213) 639-6100
(Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes /x/  No / /

    As of September 30, 2001 there were 97,900,268 shares of the Registrant's Class B Common Stock outstanding and 43,706,530 shares of the Registrant's Class A Common Stock outstanding (in each case excluding shares of such class which are held by one of the Registrant's wholly-owned subsidiaries). Only the Company's Class B Common Stock is publicly traded.

TICKETMASTER

FORM 10-Q

INDEX

			Page No.
PART I—FINANCIAL INFORMATION			3
	Item 1.	Financial Statements (unaudited)	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
PART II—OTHER INFORMATION			18
	Item 1.	Legal Proceedings	18
	Item 6.	Exhibits and Reports on Form 8-K	18
SIGNATURES			19

–2–

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TICKETMASTER

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

				September 30, 2001			December 31, 2000
				(unaudited)			(see Note 1)
ASSETS
Current assets:
	Cash and cash equivalents			$	117,910		$	120,809
	Marketable securities				6,063			7,938
	Accounts receivable, ticket sales				48,044			32,395
	Accounts receivable, trade				31,707			29,710
	Contract advances				10,848			10,551
	Prepaid expenses and other current assets				13,430			14,905
		Total current assets			228,002			216,308
Property, equipment and leasehold improvements, net					71,753			88,386
Goodwill and other intangibles, net					1,073,233			1,185,948
Other assets					66,188			52,301
Deferred income taxes, net					3,796			3,391
		Total assets		$	1,442,972		$	1,546,334
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt			$	695		$	4,778
	Accounts payable, trade				8,813			10,652
	Accounts payable, clients				118,095			97,687
	Accrued expenses				60,289			67,618
	Due to USAi and affiliates				3,203			—
	Deferred revenue and other				19,509			14,764
		Total current liabilities			210,604			195,499
Long-term debt, net of current portion					1,089			13,092
Due to USAi and affiliates					—			181,411
Other long-term liabilities					23,497			9,347
Minority interest					827			4,631
Stockholders' equity:
	Preferred stock, $0.01 par value:
		Authorized shares—2,000,000 at September 30, 2001 and December 31, 2000
		Issued and outstanding—none			—			—
	Class A Common Stock, $0.01 par value:
		Authorized shares—100,000,000 at September 30, 2001 and December 31, 2000
		Issued and outstanding—43,706,530 and 47,718,879 at September 30, 2001 and December 31, 2000, respectively			437			477
	Class B Common Stock, $0.01 par value:
		Authorized shares—250,000,000 at September 30, 2001 and December 31, 2000
		Issued and outstanding—97,900,268 and 93,291,839 at September 30, 2001 and December 31, 2000, respectively			979			933
	Class C Common Stock, $0.01 par value:
		Authorized shares—2,883,506 at September 30, 2001
		Issued and outstanding—none			—			—
	Additional paid-in capital				1,699,198			1,516,484
	Accumulated deficit				(490,443	)		(371,922	)
	Accumulated other comprehensive loss				(3,216	)		(3,618	)
		Total stockholders' equity			1,206,955			1,142,354
			Total liabilities and stockholders' equity	$	1,442,972		$	1,546,334

See accompanying notes to condensed consolidated financial statements.

–3–

TICKETMASTER

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)

			Three Months Ended September 30,						Nine Months Ended September 30,
			2001			2000			2001			2000
			(unaudited)			(see Note 1)			(unaudited)			(see Note 1)
Revenues:
	Ticketing operations		$	133,897		$	124,928		$	447,903		$	395,909
	City guide			11,078			13,991			35,851			36,827
	Personals			12,478			7,571			31,687			21,949
	Other			—			592			149			7,639
		Total revenues		157,453			147,082			515,590			462,324
Operating costs and other expenses:
	Ticketing operations			88,970			81,967			287,320			253,436
	City guide operations			9,912			11,296			31,205			33,956
	Personals operations			3,756			1,897			9,581			6,549
	Other			—			607			142			11,614
	Sales and marketing			19,057			23,243			64,117			63,355
	General and administrative			25,581			27,207			77,600			71,306
	Depreciation and amortization			51,174			51,603			153,901			150,600
	Merger and other non-recurring charges			976			—			976			—
		Total operating costs and other expenses		199,426			197,820			624,842			590,816
Loss from operations				(41,973	)		(50,738	)		(109,252	)		(128,492	)
Other (income) expenses:
	Interest income			(417	)		(904	)		(1,719	)		(3,081	)
	Interest expense			53			2,250			2,485			6,168
	Equity in net (income) loss of unconsolidated affiliates			257			644			(684	)		2,636
	Investment losses, net			6,679			—			6,679			—
		Total other expenses		6,572			1,990			6,761			5,723
Loss before income taxes and minority interest				(48,545	)		(52,728	)		(116,013	)		(134,215	)
Minority interest in income (loss)				141			(220	)		(1,419	)		(786	)
Income tax provision (benefit)				721			(1,264	)		3,927			11,734
Net loss			$	(49,407	)	$	(51,244	)	$	(118,521	)	$	(145,163	)
Basic and diluted net loss per share			$	(0.35	)	$	(0.36	)	$	(0.84	)	$	(1.05	)
Shares used to compute basic and diluted net loss per share				141,568			140,548			141,332			138,909

See accompanying notes to condensed consolidated financial statements.

–4–

TICKETMASTER

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

				Nine Months Ended September 30,
				2001			2000
				(unaudited)			(see Note 1)
Operating activities:
	Net loss			$	(118,521	)	$	(145,163	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization			153,901			150,600
		Loss attributable to minority interests			(1,419	)		(786	)
		Equity in net (income) loss of unconsolidated affiliates			(684	)		2,636
		Provision for deferred income taxes			(771	)		425
		Advertising provided by USAi			13,441			1,607
		Investment losses, net			6,679			—
		Non-cash compensation			1,030			1,030
	Changes in operating assets and liabilities:
		Accounts receivable, ticket sales			(16,698	)		(15,181	)
		Accounts receivable, trade			(1,368	)		(3,761	)
		Prepaid expenses and other current assets			2,443			(1,949	)
		Accounts payable, trade			(1,954	)		(6,114	)
		Accounts payable, clients			21,000			3,283
		Accrued expenses			(4,275	)		22,581
		Deferred revenue and other			4,511			(3,249	)
			Net cash provided by operating activities		57,315			5,959
Investing activities:
	Capital expenditures				(20,019	)		(24,374	)
	Payments for investments in affiliates				—			(10,342	)
	Cash distributions from and sale of affiliates				—			2,167
	Acquisitions, net of cash acquired				(31,706	)		(41,296	)
	Proceeds from sale of marketable securities				11,374			17,762
	Purchase of marketable securities				(9,459	)		(8,840	)
	Payment of merger costs				(1,115	)		(13,814	)
	Other, net				(2,848	)		(2,587	)
			Net cash used in investing activities		(53,773	)		(81,324	)
Financing activities:
	Advances from USAi				20,078			46,023
	Proceeds from borrowings				751			379
	Payments on long-term debt				(29,025	)		(2,020	)
	Proceeds from minority shareholders, net				—			115
	Dividends paid to minority shareholders				(1,000	)		—
	Net proceeds from exercise of options and warrants				3,780			4,339
			Net cash (used in) provided by financing activities		(5,416	)		48,836
Effect of exchange rate on cash and cash equivalents					(1,025	)		(3,531	)
Net decrease in cash and cash equivalents					(2,899	)		(30,060	)
Cash and cash equivalents at beginning of period					120,809			143,174
Cash and cash equivalents at end of period				$	117,910		$	113,114

See accompanying notes to condensed consolidated financial statements.

–5–

TICKETMASTER

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—The Company and Summary of Significant Accounting Policies

Description of Business

    Ticketmaster as currently organized was formed in January 2001 when, pursuant to the consummation of the provisions of a contribution agreement ("Contribution Agreement"), Ticketmaster Online-Citysearch, Inc. ("TMCS") acquired the equity and businesses of Ticketmaster Group, Inc. and its subsidiaries ("TGI") from USA Networks, Inc. ("USA Networks" or "USAi") in exchange for 52,000,000 new shares of TMCS' Class B Common Stock (the "Combination"). Upon the closing of the Combination, TMCS changed its name to "Ticketmaster."

    Ticketmaster (the "Company") provides automated ticketing services to its client venues, promoters and sport franchises, which provide patrons with the option of purchasing tickets through operator-staffed call centers, the Internet or independent sales outlets. In addition, the Company produces and delivers comprehensive local city guides on the Internet, providing up-to-date information regarding arts and entertainment events, community events and activities, recreation, shopping, business and professional services and news/sports/weather to consumers in metropolitan areas. Ticketmaster also operates an online personals service providing singles with a way to meet others online and other Internet-related businesses.

Basis of Presentation

    The Combination was accounted for as an exchange of assets between entities under common control in a manner similar to the pooling of interests method of accounting and, accordingly, prior periods have been restated to give effect to the Combination.

    For accounting purposes, the number of shares outstanding does not include 42,480,143 shares of Class A Common Stock and 50,260,401 shares of Class B Common Stock held by one of the Company's wholly-owned subsidiaries as they are treated similarly to shares held in treasury.

    The balance sheet at December 31, 2000 has been derived from the financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001 or any future periods.

    For further information, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission ("SEC") on April 2, 2001 and the definitive information statement on Schedule 14C filed with the SEC on January 11, 2001.

–6–

Basic and Diluted Net Loss per Share

    Basic net loss per share is determined by dividing the net loss by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net loss per share is determined by dividing the net loss by the weighted-average number of shares of Common Stock outstanding plus the dilutive effects of stock options, warrants and other convertible securities. The calculation of basic and diluted net loss per share adjusts the historical weighted-average number of shares outstanding to reflect the 52,000,000 shares issued to USA Networks in the Combination as if issued at the beginning of the period. Basic and diluted loss per share are the same for the three and nine months ended September 30, 2001 and 2000 because the effects of outstanding stock options and warrants are antidilutive.

Recent Accounting Pronouncements

    In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations," effective after June 30, 2001, and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.

    The Company plans to adopt the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. During or by 2002, the Company will perform the first of the required impairment tests for goodwill and indefinite lived intangible assets recorded at January 1, 2002. The Company has not yet determined what the effect of these tests will be on the results of operations and financial position of the Company.

Reclassifications

    Certain reclassifications have been made to the prior year's financial statements to conform to the current period presentation.

Note 2—Related Party Transactions

    As part of the Combination, USA Networks contributed outstanding advances of $172.5 million as of the closing date of the Combination to the Company.

    As a result of the Combination in January 2001, the Company entered into a revolving credit facility (the "Revolver") with USA Networks that provided $25 million in available credit at USA Networks' rate of borrowing through May 1, 2001 and was payable upon demand. The Revolver has expired. During the nine months ended September 30, 2001, the Company borrowed and repaid USA Networks $24 million under the terms of the Revolver. The Company also has $0.2 million in outstanding letters of credit which are guaranteed by USA Networks.

    On February 1, 2001, USA Networks exercised its option under the Contribution Agreement to purchase TMC Realty, L.L.C. ("TMC Realty") from the Company in exchange for the assumption of all of the liabilities of TMC Realty and promotional services equal in value to the amount by which

–7–

$28.8 million exceeded the liabilities assumed by USA Networks. As a result, USA Networks provided the Company promotional services of approximately $16.0 million. This transaction resulted in the recognition of additional paid-in capital of $5.3 million.

Note 3—Business Combination

    On February 12, 2001, the Company completed the acquisition of ReserveAmerica Holdings, Inc. ("ReserveAmerica"), a leading provider of campsite reservations. The Company paid approximately $24.9 million in cash for the initial consideration due in the transaction. The purchase price will be increased by the value of additional shares of the Company's Class B Common Stock and/or cash to be paid by the Company, if certain financial targets are achieved in 2001 and 2002. The acquisition has been accounted for using the purchase method of accounting. The preliminary allocation of the purchase price resulted in $22.4 million of goodwill recorded with adjustments to be made in the event that shares and/or cash are issued upon achievement of certain financial targets. The total amount of goodwill recorded is being amortized by the Company over a period of ten years.

Note 4—Industry Segments

    The Company operates principally within the United States. For the three and nine months ended September 30, 2001, the Company operated principally in three industry segments: ticketing operations, city guide and personals. Industry segment information is presented below for the three and nine months ended September 30, 2001 and 2000. Industry segment information related to EBITDA represents the Company's earnings before interest, taxes, depreciation, amortization, minority interest, merger and other non-recurring charges, advertising provided by USA Networks (for which no cash was paid by the Company), non-cash compensation, equity in net income (loss) of unconsolidated affiliates, investment losses, net and other income and expenses.

		Three Months Ended September 30,						Nine Months Ended September 30,
		2001			2000			2001			2000
					(in thousands)
Revenues
	Ticketing operations	$	133,897		$	124,928		$	447,903		$	395,909
	City guide		11,078			13,991			35,851			36,827
	Personals		12,478			7,571			31,687			21,949
	Corporate and other		—			592			149			7,639
		$	157,453		$	147,082		$	515,590		$	462,324
EBITDA
	Ticketing operations	$	19,021		$	16,656		$	84,775		$	75,607
	City guide		(8,412	)		(13,401	)		(25,700	)		(42,662	)
	Personals		5,801			2,264			8,908			4,827
	Corporate and other		(2,382	)		(2,854	)		(7,887	)		(13,027	)
		$	14,028		$	2,665		$	60,096		$	24,745

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    Reconciliation of EBITDA to consolidated loss before income taxes and minority interest:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2001			2000			2001			2000
				(in thousands)
Segment EBITDA	$	14,028		$	2,665		$	60,096		$	24,745
Depreciation and amortization		(51,174	)		(51,603	)		(153,901	)		(150,600	)
Advertising provided by USAi		(3,508	)		(1,457	)		(13,441	)		(1,607	)
Non-cash compensation		(343	)		(343	)		(1,030	)		(1,030	)
Equity in net income (loss) of unconsolidated affiliates		(257	)		(644	)		684			(2,636	)
Investment losses, net		(6,679	)		—			(6,679	)		—
Other expenses, net		(612	)		(1,346	)		(1,742	)		(3,087	)
Loss before income taxes and minority interest	$	(48,545	)	$	(52,728	)	$	(116,013	)	$	(134,215	)

Note 5—Comprehensive Loss

    Total comprehensive loss was approximately $47.9 million and $54.8 million for the three months ended September 30, 2001 and 2000, respectively. Total comprehensive loss was approximately $118.1 million and $155.3 million for the nine months ended September 30, 2001 and 2000, respectively. Components of comprehensive loss include foreign currency translation and unrealized gains and losses on marketable securities.

Note 6—Litigation

    The Company from time to time is party to various legal proceedings arising in the ordinary course of business. The Company is the plaintiff in various legal proceedings seeking injunctive relief and/or damages from third parties for breach of contract and unauthorized use of the Company's intellectual property. Management does not believe that any of the above matters will have a material adverse impact on its operating results, financial position or cash flows.

    The Company is a defendant to a counter-claim brought by Tickets.com, Inc. in a lawsuit filed by the Company against Tickets.com. Tickets.com asserted claims for relief against the Company for violation of antitrust laws and laws governing restraint of trade and unfair competition and business practices, interference with contract and declaratory relief. Tickets.com seeks monetary damages which, if awarded, would have a material adverse effect on the Company. The Company is vigorously defending against the counter-claim and believes it is likely to prevail, but can give no assurances that it will not incur material damages in connection therewith.

–9–

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of the Company and the related Notes thereto included elsewhere in this report. The Combination was accounted for as an exchange of assets between entities under common control in a manner similar to the pooling of interests method of accounting and, accordingly, prior periods have been restated to give effect to the Combination. This discussion contains forward-looking statements about the Company, including statements concerning its future product plans. These forward-looking statements involve risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, and include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "estimates" or similar expressions. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth below and elsewhere in this report. The following important factors, in addition to those discussed elsewhere in this document and in the documents which may be incorporated by reference, and in other public filings, press releases and discussions with Company management, could affect the future results and could cause these results to differ materially from those expressed in our forward-looking statements: the Company may not realize the synergies and other intended benefits of the combination of Ticketmaster and Ticketmaster Online-Citysearch; the Company may have difficulty overcoming problems associated with rapid expansion and growth; the dependence of the Company's business on entertainment, sporting and leisure events; quarterly fluctuations in the Company's revenues which could adversely affect the market price of the Company's stock; the risks of operating internationally; the dependence of the Company on its relationships with clients; the Company's future capital needs and the uncertainty of additional financing; the Company's dependence on key personnel and need to hire additional qualified personnel; control of the Company by USA Networks, Inc.; the potential for conflicts of interest between the Company and USA Networks, Inc.; the Company's need to continue to promote its brands; risks associated with competition; the Company's reliance on third party technology; network security risks; the Company's need to be able to adapt to rapid technological changes; liability associated with the information displayed or accessed on the Company's Web sites; intellectual property infringement risks; risks associated with changing legal requirements on the Company's operations, including privacy concerns; litigation risks; the dilutive effect of future acquisitions; risks associated with the failure to maintain the Company's domain names; the risk to its stock price associated with the Company's anti-takeover provisions; the risk associated with ongoing litigation and governmental investigations related to the Company's business practices; material adverse changes in economic conditions generally or in the markets served by the Company; material changes in inflation; future regulatory and legislative actions affecting the Company's industry; product demand and market acceptance; the ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; and obtaining and retaining skilled workers. The forward-looking statements are based on the Company's expectations as of the date of this document and the Company undertakes no obligation to update these statements. The forward-looking statements herein do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after September 30, 2001.

Overview

    Ticketmaster, as currently organized, was formed in January 2001 when Ticketmaster Online-Citysearch, Inc. acquired the equity and businesses of Ticketmaster Group, Inc. and its subsidiaries from USA Networks, Inc. in exchange for 52,000,000 new shares of TMCS' Class B Common Stock. Upon the closing of the Combination, TMCS changed its name to "Ticketmaster."

–10–

    The Combination was accounted for as an exchange of assets between entities under common control in a manner similar to the pooling of interests method of accounting and, accordingly, prior periods have been restated to give effect to the Combination.

    Ticketmaster is the leading provider of automated ticketing services with domestic and foreign clients throughout the world, including many of the foremost entertainment facilities, promoters and professional sports franchises. Ticket orders are received and fulfilled through operator-staffed call centers, independent sales outlets remote to the facility box office and through the ticketmaster.com Web site. Revenue is generated principally from convenience and handling charges received by Ticketmaster for tickets sold on its clients' behalf. Ticketmaster generally serves as an exclusive agent for its clients and typically has no financial risk for unsold tickets. Ticketmaster is also a leading local portal and electronic commerce company that provides in-depth local content and services to help people get things done online. Ticketmaster's principal online operations are city guides, ticketing, personals and camping reservations. Ticketmaster's family of Web sites includes ticketmaster.com, citysearch.com, Match.com, reserveamerica.com, museumtix.com, ticketweb.com, evite.com and livedaily.com, among others.

Recent Accounting Pronouncements

    In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations," effective after June 30, 2001, and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.

    The Company plans to adopt the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. During or by 2002, the Company will perform the first of the required impairment tests for goodwill and indefinite lived intangible assets recorded at January 1, 2002. The Company has not yet determined what the effect of these tests will be on the results of operations and financial position of the Company.

Revenues

    Revenues are derived primarily from three sources: ticketing, city guide sponsorships and advertising, and online personals subscriptions. Ticketing operations revenues primarily consist of convenience and handling charges generated through ticket sales. The sale of tickets for an event often commences several months prior to the date of the event. The Company recognizes ticketing operations revenue when the ticket is sold. Fluctuations in ticket operations revenues occur largely as a result of changes in the number of tickets sold and change in the average revenue per ticket. The number of tickets sold can vary as a result of (i) additions or deletions to the list of client facilities serviced by us; (ii) fluctuations in the scheduling of events, particularly for popular performers; (iii) overall consumer demand for live entertainment events; and (iv) the percentage of tickets for events which are sold directly by clients and not through our distribution system. The average revenue per ticket will vary as a result of the amount of convenience and handling charges earned on each ticket. The amount of the convenience and handling charges typically varies based upon numerous factors, including the type of event, whether the ticket is purchased at a retail sales outlet, through call centers or via the Internet, as well as the services to be rendered to the client.

    City guide revenues consist of online advertising, both local and national, product licensing and consulting services and to a smaller extent, transaction fees from affiliate partners. Local advertising revenues are derived primarily from sale of premium placement listings, in context advertising and targeted promotional packages. In addition, while becoming a smaller percentage of the total revenue stream, the Company continues to generate local advertising income from Web site development, hosting and placement in Citysearch's directory listings.

–11–

    Personals revenues consist of subscription fees, generated from customers who subscribe to our online matchmaking services for one to twelve months on our Match.com and other personals Web sites, and online advertising revenue.

Operations Costs

    Ticketmaster records ticketing operations costs specifically associated with the distribution of tickets sold through its system. The largest components of these costs are the clients' share of convenience and handling charges, salaries and benefits related to ticketing operations, telecommunication charges, commissions paid on tickets distributed through outlets away from the box office and credit card fees, along with data communication costs, and other less material expenses including ticket stock and postage. City guide operations costs are associated with the design, development, testing, layout, photography, customer service and editorial resources used in production and maintenance of business Web sites and editorial content, network infrastructure maintenance and the costs of consulting services. Personals operations costs are associated with the production and maintenance of the matchmaking Web sites, commissions paid to affiliates of our online matchmaking services and network infrastructure maintenance costs.

EBITDA

    Earnings before interest, income taxes, depreciation and amortization ("EBITDA") is defined as the Company's earnings before interest, taxes, depreciation, amortization, minority interest, merger and other non-recurring charges, advertising provided by USA Networks (for which no cash was paid by the Company), non-cash compensation, equity in net income (loss) of unconsolidated affiliates, investment losses, net, and other income and expenses. EBITDA is presented herein as a management tool and as a valuation methodology for companies in the media, entertainment and communications industries. EBITDA does not purport to represent cash provided by operating activities. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

Results of Operations

    Revenues.  Revenues increased by $10.4 million, or 7%, to $157.5 million in the three months ended September 30, 2001 from $147.1 million for the three months ended September 30, 2000. The increase is primarily attributable to the increase of $9.0 million from ticketing operations and the increase of $4.9 million from personals, offset by the decrease of $2.9 million in city guide revenues. Revenues increased by $53.3 million, or 12%, to $515.6 million in the nine months ended September 30, 2001 from $462.3 million for the nine months ended September 30, 2000, primarily attributable to the $52.0 million increase from ticketing operations and the $9.7 million increase from personals, offset in part by the $7.6 million decrease in other revenues.

    Operating Costs and Other Expenses.  For the three months ended September 30, 2001, operating costs and other expenses increased by $1.6 million, or 1%, to $199.4 million from $197.8 million in the 2000 quarterly period. The increase is primarily due to the $7.0 million increase in ticketing operations costs to support the 7% increase in ticketing operations revenues offset by the $4.2 million decrease in sales and marketing costs and the $1.6 million decrease in general and administrative expenses. The decrease in sales and marketing costs was primarily attributed to savings in compensation due to the reorganization of the city guide operations and reduced marketing expenses. The decrease in general and administrative expenses was primarily attributable to legal settlement expenses incurred in the prior quarterly period offset in part by the acquisition of ReserveAmerica in February 2001 and the acquisition of an increased interest in Ticketmaster-Ireland up to 60 percent in December 2000 which required consolidation.

    For the nine months ended September 30, 2001, operating costs and other expenses increased by $34.0 million, or 6%, to $624.8 million from $590.8 million in the 2000 nine-month period. The

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increase is primarily due to the $33.9 million increase in ticketing operations costs to support the 13% increase in ticketing operations revenues, the $6.3 million increase in general and administrative expenses and the $3.3 million increase in depreciation and amortization, offset by the $11.5 million decrease in other expenses primarily due to the transfer of the Company's Electronic Commerce Service ("ECS") operations to USA Networks in June 2000. The increase in general and administrative expenses was primarily attributable to the acquisitions of Réseau Admission Inc., Concept Électronique Microflex Inc. and Admission Network USA Inc. (collectively, "Admission Canada") in April 2000, TicketWeb, Inc. ("TicketWeb") in May 2000, Essential Data Customer Systems ("EDCS") in July 2000, ReserveAmerica in February 2001 and the consolidation of Ticketmaster-Ireland offset in part by legal settlement expenses in the prior nine-month period. The increase in depreciation and amortization was primarily attributed to the acquisitions of 2b Technology, Inc. ("2b Technology") in January 2000, Admission Canada in April 2000, TicketWeb in May 2000 and ReserveAmerica in February 2001 and the increased depreciation expense resulting from capital expenditures during 2000, offset by the decrease in amortization related to the CityAuction acquisition as its goodwill was fully amortized in December 2000, the transfer of the ECS operations in June 2000 and the decrease in amortization related to the Ticketmaster-Canada acquisition as its purchased contracts were fully amortized in June 2000.

    Interest Income.  Interest income decreased by $0.5 million, or 54%, to $0.4 million in the three months ended September 30, 2001 from $0.9 million in the three months ended September 30, 2000, primarily due to lower interest rates. For the nine months ended September 30, 2001, interest income decreased by $1.4 million, or 44%, to $1.7 million from $3.1 million in the 2000 nine-month period, primarily due to lower interest rates and to a lesser extent, lower cash balances invested during the 2001 period.

    Interest Expense.  Interest expense decreased by $2.2 million, or 98%, to $0.1 million in the three months ended September 30, 2001 from $2.3 million in the three months ended September 30, 2000, primarily due to lower borrowing levels. For the nine months ended September 30, 2001, interest expense decreased by $3.7 million, or 60% to $2.5 million from $6.2 million in the 2000 nine-month period, primarily due to lower borrowing levels.

    Equity in Net Income (Loss) of Unconsolidated Affiliates.  Equity in net loss of unconsolidated affiliates for the three months ended September 30, 2001 of $0.3 million and equity in net income of unconsolidated affiliates for the nine months ended September 30, 2001 of $0.7 million represent income from the Company's minority investment in Ticketmaster-Mexico and Ticketmaster-Australia. Equity in net loss of unconsolidated affiliates of $0.6 million during the three months ended September 30, 2000 consisted of $1.2 million related to the Company's portion of net losses at foodline.com, Inc. and Active.com, Inc., offset by $0.6 million in net equity income from the Company's minority investments in Ticketmaster-Mexico and Ticketmaster-Ireland. Equity in net loss of unconsolidated affiliates of $2.6 million during the nine months ended September 30, 2000 consisted of $3.7 million related to the Company's portion of net losses at foodline.com, Inc. and Active.com, Inc. offset by $1.1 million in net equity income from the Company's minority investments in Ticketmaster-Mexico and Ticketmaster-Ireland. In December 2000, foodline.com, Inc. filed for Chapter 7 bankruptcy protection and ceased operations. The Company will not recognize further losses in the operations of foodline.com, Inc. nor Active.com, Inc. which is accounted for under the cost method of accounting for investments.

    Investment Losses, Net.  Net investment losses of $6.7 million for the three months ended September 30, 2001 represents our losses in certain equity investments that suffered declines in value that were other than temporary. We will continue to evaluate our investments in the future to determine if there are any future reductions in value.

    Income Tax Provision.  The provision for income taxes was $0.7 million for the three months ended September 30, 2001 and the income tax benefit was $1.3 million for the three months ended

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September 30, 2000. The provision for income taxes was $3.9 million and $11.7 million for the nine months ended September 30, 2001 and 2000, respectively. The provision for the 2001 periods primarily reflects the income tax expense incurred by our foreign subsidiaries offset by benefits from certain domestic operating losses. Prior to the Combination, the Company could not utilize these domestic operating losses for tax purposes resulting in a higher provision for the 2000 periods. Our effective tax rate differs from the statutory federal income tax rate, primarily due to non-deductible goodwill, foreign income taxes and operating losses not benefited. At September 30, 2001, the Company's balance sheet has a deferred tax asset of $64.4 million for a net operating loss which is fully offset by a valuation allowance. The Company will retain the valuation allowance until it is likely that the Company will be able to utilize the net operating loss. Each quarter, the Company will evaluate the need for the full valuation allowance. If the valuation allowance is released, a portion of the benefit will be reflected in the income tax provision and a portion will be reflected through an adjustment to goodwill.

Ticketing Operations

    Revenues from ticketing operations increased by $9.0 million, or 7%, to $133.9 million for the three months ended September 30, 2001 from $124.9 million for the three months ended September 30, 2000. The revenue increase is primarily due to an increase in average revenue per ticket (which includes convenience and handling fees, and other revenue sources directly related to the sale of tickets) from $5.67 to $6.20, and the acquisition of ReserveAmerica in February 2001, partially offset by a decrease in the number of tickets sold. The decrease in the number of tickets sold (from 20.2 million to 19.3 million) was primarily the result of the impact of the events surrounding September 11 and a change to the equity method of accounting for Ticketmaster-Australia due to changes in the joint venture agreement which resulted in it no longer being consolidated. Such decreases were partially offset by growth in the United Kingdom and the change from the equity method of accounting to consolidation of the Company's investment in Ticketmaster-Ireland. Revenue from ticketing operations increased by $52.0 million, or 13%, to $447.9 million for the nine months ended September 30, 2001 from $395.9 million for the nine months ended September 30, 2000. These increases were primarily due to an increase in average revenue per ticket (8% increase from $5.67 to $6.15), the acquisition of ReserveAmerica in February 2001, and an increase in the number of tickets sold. These increases were offset in part by lower revenues from the Company's subsidiary that sells and services computerized ticketing and concession systems to movie theaters. The increase in the number of tickets sold (from 64.3 million to 66.4 million) primarily resulted from increased ticket sales within existing markets including the United Kingdom, the consolidation of the results of operations of Ticketmaster-Ireland and the acquisitions of Admission Canada in April 2000 and TicketWeb in May 2000. These increases were partially offset by changing the method of accounting for our investment in Ticketmaster-Australia to the equity method which resulted in not consolidating their ticketing results and the impact of the events surrounding September 11.

    Costs related to ticketing operations revenues and other costs and expenses increased by $6.7 million, or 6%, to $115.0 million in the three months ended September 30, 2001 from $108.3 million in the three months ended September 30, 2000 and costs related to ticketing operations revenues and other costs and expenses increased by $42.9 million, or 13%, to $363.2 million in the nine months ended September 30, 2001 from $320.3 million in the nine months ended September 30, 2000. Costs related to ticketing operations are primarily variable in nature and increased in accordance with the increase in ticketing operations revenues. To a lesser extent, costs related to ticketing operations and other costs and expenses increased due to the acquisitions of Admission Canada in April 2000, TicketWeb in May 2000, EDCS in July 2000 and ReserveAmerica in February 2001 and the consolidation of Ticketmaster Ireland, offset by the change in accounting method for Ticketmaster-Australia. In addition, one-time legal settlement expenses of approximately $4.9 million were incurred in the prior quarterly period.

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    EBITDA related to ticketing operations for the three months ended September 30, 2001 increased by $2.3 million, or 14%, to $19.0 million from $16.7 million in the 2000 quarterly period. EBITDA related to ticketing operations for the nine months ended September 30, 2001 increased by $9.2 million, or 12%, to $84.8 million from $75.6 million for the nine months ended September 30, 2000. Ticketing operations EBITDA in the third quarter of 2000 includes expenses related to the legal settlements. EBITDA in the third quarter of 2001 were adversely impacted primarily due to reduced ticket sales, event postponements and event cancellations following September 11.

City Guide

    City guide revenues decreased $2.9 million, or 21%, to $11.1 million for the three months ended September 30, 2001 from $14.0 million for the three months ended September 30, 2000. This decrease is primarily attributable to a decrease in partner revenues primarily due to the expiration of a major contract, a decrease in advertising revenue from Web site development and hosting and a decrease in banner advertising revenues, partially offset by growth in revenue from new local advertising and content products and services. City guide revenues decreased $0.9 million, or 3%, to $35.9 million for the nine months ended September 30, 2001 from $36.8 million for the nine months ended September 30, 2000. This decrease is primarily attributable to a decrease in partner revenues primarily due to the expiration of a major contract and a decrease in banner advertising revenues, partially offset by growth in revenue from new local advertising and content products and services.

    Costs related to city guide revenues and other costs and expenses decreased by $7.5 million, or 24%, to $24.5 million in the three months ended September 30, 2001 from $32.0 million in the three months ended September 30, 2000. Costs related to city guide revenues and other costs and expenses decreased by $9.6 million, or 11%, to $81.3 million for the nine months ended September 30, 2001 from $90.9 million for the nine months ended September 30, 2000. These decreases are primarily attributable to savings in compensation and other operating costs due to the reorganization of the city guide operations offset in part by marketing expenses resulting from advertising provided by USA Networks for which no cash was paid by Ticketmaster.

    EBITDA loss related to city guide operations for the three months ended September 30, 2001 improved by $5.0 million, or 37%, to $8.4 million from $13.4 million in the 2000 quarterly period. EBITDA loss related to city guide operations for the nine months ended September 30, 2001 improved by $17.0 million, or 40%, to $25.7 million from $42.7 million for the nine months ended September 30, 2000. EBITDA related to city guide operations improved as a result of savings in compensation and other operating costs due to the reorganization of the city guide operations.

Personals

    Personals revenues increased $4.9 million, or 65%, to $12.5 million for the three months ended September 30, 2001 from $7.6 million for the three months ended September 30, 2000. This increase is primarily attributable to a 67% increase in subscription revenue. The increase in subscription revenue is primarily due to a 49% increase in the number of personals subscriptions and an increase in subscription prices. Personals revenues increased $9.8 million, or 44%, to $31.7 million for the nine months ended September 30, 2001 from $21.9 million for the nine months ended September 30, 2000. This increase is primarily attributable to a 43% increase in subscription revenue. The increase in subscription revenue is primarily due to a 35% increase in the number of personals subscriptions and an increase in subscription prices.

    Costs related to personals revenues and other costs and expenses increased by $2.5 million, or 46%, to $7.8 million in the three months ended September 30, 2001 from $5.3 million in the three months ended September 30, 2000. This increase is primarily attributable to the increase in personals operations costs to support the 65% increase in personals revenues and an increase in sales and marketing expense, primarily related to advertising provided by USA Networks for which no cash was paid by Ticketmaster. Costs related to personals revenues and other costs and expenses increased by

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$8.1 million, or 47%, to $25.2 million in the nine months ended September 30, 2001 from $17.1 million in the nine months ended September 30, 2000. This increase is primarily attributable to operating costs associated with the growth in the personals business and additional advertising expense including advertising provided by USA Networks for which no cash was paid by Ticketmaster.

    EBITDA related to personals operations for the three months ended September 30, 2001 increased by $3.5 million, or 156%, to $5.8 million from $2.3 million in the 2000 quarterly period. EBITDA related to personals operations for the nine months ended September 30, 2001 increased by $4.1 million, or 85%, to $8.9 million from $4.8 million for the nine months ended September 30, 2000. EBITDA related to personals operations was positively impacted by revenue growth and reduced advertising expenses other than advertisements provided by USA Networks for which no cash was paid by Ticketmaster.

Other

    Other revenues of $0.6 million and related other operating expenses of $0.6 million for the three months ended September 30, 2000 are primarily related to TMC Realty. In February 2001, TMC Realty was purchased by USA Networks. Other revenues decreased $7.5 million, or 98%, to $0.1 million in the nine months ended September 30, 2001 from $7.6 million for the nine months ended September 30, 2000, primarily due to the transfer of the ECS operations to USA Networks. The related other operating expenses decreased $11.5 million, or 99%, to $0.1 million in the nine months ended September 30, 2001 from $11.6 million in the nine months ended September 30, 2000.

Liquidity and Capital Resources

    At September 30, 2001, Ticketmaster had cash, cash equivalents and marketable securities available for sale of $53.9 million for its own account, separate from funds held in accounts on behalf of venues, teams and promoters. The Company historically has financed its operations with internally generated funds and advances from USA Networks. Future operations will be financed primarily from internally generated funds.

    Net cash provided by operating activities was $57.3 million for the nine months ended September 30, 2001 compared to net cash provided by operating activities of $6.0 million for the nine months ended September 30, 2000. The change primarily reflects increased EBITDA from operations and timing differences in net cash collections on behalf of clients and accrued expenses.

    Net cash used in investing activities was $53.8 million for the nine months ended September 30, 2001. This cash was used primarily for acquisitions requiring $31.7 million, capital expenditures of $20.0 million and purchases of marketable securities of $9.5 million offset by proceeds from the sale of marketable securities of $11.4 million. Net cash used in investing activities was $81.3 million for the nine months ended September 30, 2000. This cash was primarily used for acquisitions requiring $41.3 million, capital expenditures of $24.4 million, payment of merger costs of $13.8 million, payments for investments in affiliates of $10.3 million and purchases of marketable securities of $8.8 million offset by proceeds from the sale of marketable securities of $17.8 million.

    Net cash used in financing activities was $5.4 million for the nine months ended September 30, 2001. For the nine months ended September 30, 2001, this cash was primarily used for payments on long-term debt of $29.0 million offset in part by advances from USA Networks. Net cash provided by financing activities was $48.8 million for the nine months ended September 30, 2000 which consisted primarily of advances from USA Networks. As part of the Combination, the USA Networks advances as of the closing date of the Combination were contributed to the Company.

    As of September 30, 2001, the Company had no material financial commitments other than those under existing capital and operating lease agreements. The Company has experienced a substantial increase in its investing activities consistent with its infrastructure build out and expansion into other businesses that complement its current offerings. The Company will continue to evaluate possible acquisitions of, or investments in, businesses, products and technologies that are complementary to its

–16–

own, which may require the use of cash. In connection with the Combination in January 2001, Ticketmaster entered into a revolving credit facility (the "Revolver") with USA Networks that provided the Company with $25 million in available credit at USA Networks' borrowing rate through May 1, 2001 and is payable upon demand. The Revolver has expired. During the nine months ended September 30, 2001, the Company borrowed and repaid USA Networks $24 million. Management believes that existing cash, cash equivalents, marketable securities, amounts available from other sources, including USA Networks, and the positive cash flow from the ticketing operations will be sufficient to meet the Company's working capital and capital expenditures requirements for at least the next twelve months. Thereafter, Ticketmaster may be required to raise additional funds. Management cannot make assurances that the Company will not choose to or be required to raise additional financing prior to such time. If additional funds are raised through the issuance of equity securities, Ticketmaster's stockholders may experience significant dilution. Furthermore, management cannot make assurances that additional financing will be available when needed or that, if available, such financing will include terms favorable to the Company or its stockholders. If such financing is not available when required or is not available on acceptable terms, the Company may be unable to develop or enhance its products and services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on its business, financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

    Ticketmaster's exposure to market rate risk for changes in interest rates relates primarily to its investment portfolio. The Company has not used derivative financial instruments in its investment portfolio. The Company invests its excess cash in debt instruments of the U.S. Government and its agencies and in high-quality corporate issuers and, by policy, limits the amount of credit exposure to any one issuer. The Company protects and preserves its invested funds by limiting default, market and reinvestment risk.

    Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, the Company's future investment income may fall short of expectations due to changes in interest rates or the Company may suffer losses in principal if forced to sell securities which have declined in market value due to changes in interest rates.

Foreign Currency Exchange Risk

    As the Company increases its operations in international markets it becomes increasingly exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on the Company are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause the Company to adjust its financing and operating strategies.

    As currency exchange rates change, translation of the income statements of the Company's international businesses into U.S. dollars affects year-over-year comparability of operating results. The Company does not hedge translation risks because cash flows from international operations are generally reinvested locally. Further, the Company does not enter into hedges to minimize volatility of reported earnings because the Company does not believe it is justified by the attendant cost.

    Foreign exchange gains and losses were not material to the Company's earnings for the three and nine months ended September 30, 2001 and 2000.

Seasonality

    Ticketmaster's ticket sales are impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by the client. The second quarter of the year generally experiences the most ticket on-sales for events.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

    Ticketmaster is from time to time party to various legal proceedings arising in the ordinary course of its business. In addition to the legal proceedings previously reported, the Company is party to various legal proceedings in which it is the plaintiff and seeks injunctive relief and/or damages from third parties for breach of contract and unauthorized use of its intellectual property.

    From time to time, federal, state and local authorities commence investigations or inquiries with respect to Ticketmaster's compliance with applicable antitrust, consumer protection, deceptive advertising, unfair business practice and other laws. Ticketmaster has historically cooperated in and satisfactorily resolved each such investigation or inquiry.

    Ticketmaster believes that it has conducted its business in compliance with all applicable laws, including federal and state antitrust laws. Ticketmaster has incurred significant legal expenses in connection with the legal proceedings previously reported and other investigations and lawsuits and may incur additional significant legal expenses in the future should investigations or lawsuits be instituted.

    Ticketmaster or its affiliates could become the subject of future governmental investigations or inquiries or be named as a defendant in claims alleging violations of federal or state antitrust laws or any other laws. Any adverse outcome in such litigation, investigation or proceeding against Ticketmaster or its affiliates could limit or prevent Ticketmaster from engaging in the ticketing business or subject Ticketmaster to potential damage assessments, all of which could have a material adverse effect on Ticketmaster's business, financial condition or results of operations. Regardless of its merit, source or outcome, any such litigation, investigation or proceeding would at a minimum be costly and could divert the efforts of our management and other personnel from productive tasks, which could have a material adverse effect on Ticketmaster's business, financial condition or results of operations.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

Exhibit No.	Exhibit Title	Notes
4.1	Specimen Class A Common Stock Certificate	+
4.2	Specimen Class B Common Stock Certificate	+
10.1	Employment Agreement between Ticketmaster Corporation and Timothy J. Wood, dated as of February 1, 2001	+

+

Filed herewith.

(b)

Reports on Form 8-K

    On July 24, 2001, the Company filed a Current Report on Form 8-K in connection with the release of the registrant's financial results for the quarter ended June 30, 2001.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  November 14, 2001	TICKETMASTER
	By:	/s/ JOHN PLEASANTS John Pleasants Chief Executive Officer (Principal Executive Officer)
	By:	/s/ THOMAS J. MCINERNEY Thomas J. McInerney Chief Financial Officer, Executive Vice President (Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit No.	Exhibit Title	Notes
4.1	Specimen Class A Common Stock Certificate	+
4.2	Specimen Class B Common Stock Certificate	+
10.1	Employment Agreement between Ticketmaster Corporation and Timothy J. Wood, dated as of February 1, 2001	+

+

Filed herewith.

–20–

QuickLinks

FORM 10-Q
INDEX
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TICKETMASTER NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS

EX-4.1

Exhibit 4.1

NUMBER TCA	ticketmaster	SHARES
CLASS A COMMON STOCK		CLASS A COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 88633P 10 4

This Certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE, OF

Ticketmaster

transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

    WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

    Dated:

/s/ BRADLEY K. SERWIN
SECRETARY [SEAL] /s/ JOHN PLEASANTS
PRESIDENT

COUNTERSIGNED AND REGISTERED:
	U.S. STOCK TRANSFER CORPORATION
		TRANSFER AGENT AND REGISTRAR
BY
		AUTHORIZED SIGNATURE

    The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation.

    KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

    The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT—	____________ Custodian ____________
TEN ENT	—	as tenants by the entireties		(Cust)	(Minor)
JT TEN	—	as joint tenants with right of		under Uniform Gifts to Minors
		survivorship and not as		Act____________________________
		tenants in common		(State)
			UNIF TRF MIN ACT—	____________ Custodian (until age) __________
				(Cust)
				__________ under Uniform Transfers
				(Minor)
				to Minor's Act_____________________
				(State)

Additional abbreviations may also be used though not in the above list.

    FOR VALUE RECEIVED,                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated

X
X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.

EX-4.2

Exhibit 4.2

NUMBER TCB	ticketmaster	SHARES
CLASS B COMMON STOCK		CLASS B COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 88633P 20 3

This Certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS B COMMON STOCK, $.01 PAR VALUE PER SHARE, OF

Ticketmaster

transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

    WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

    Dated:

/s/ BRADLEY K. SERWIN
SECRETARY [SEAL] /s/ JOHN PLEASANTS
PRESIDENT

COUNTERSIGNED AND REGISTERED:
	U.S. STOCK TRANSFER CORPORATION
		TRANSFER AGENT AND REGISTRAR
BY
		AUTHORIZED SIGNATURE

    The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation.

    KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

    The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT—	____________ Custodian ____________
TEN ENT	—	as tenants by the entireties		(Cust)	(Minor)
JT TEN	—	as joint tenants with right of		under Uniform Gifts to Minors
		survivorship and not as		Act____________________________
		tenants in common		(State)
			UNIF TRF MIN ACT—	____________ Custodian (until age) __________
				(Cust)
				__________ under Uniform Transfers
				(Minor)
				to Minor's Act_____________________
				(State)

Additional abbreviations may also be used though not in the above list.

    FOR VALUE RECEIVED,                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated

X
X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.

EX-10.1

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EXHIBIT 10.1

EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Timothy J. Wood ("Employee") and Ticketmaster Corporation, a Delaware corporation (the "Company"), and is effective as of February 1, 2001 (the "Effective Date").

    WHEREAS, the Company desires to establish its right to the services of Employee, in the capacity described below, on the terms and conditions hereinafter set forth, and Employee is willing to accept such employment on such terms and conditions.

    NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Employee and the Company have agreed and do hereby agree as follows:

    1A.  EMPLOYMENT.  The Company agrees to employ Employee as Chief Operating Officer, Ticketmaster Corporation, and Employee accepts and agrees to such employment. During Employee's employment with the Company, Employee shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Employee's position and shall render such services on the terms set forth herein. During Employee's employment with the Company, Employee shall report directly to such person(s) as from time to time may be designated by the Company (hereinafter referred to as the "Reporting Officer"). Employee shall have such powers and duties with respect to the Company as may reasonably be assigned to Employee by the Reporting Officer, to the extent consistent with Employee's position and status. Employee agrees to devote all of Employee's working time, attention and efforts to the Company and to perform the duties of Employee's position in accordance with the Company's policies as in effect from time to time.

    2A.  TERM OF AGREEMENT.  The term ("Term") of this Agreement shall commence on the Effective Date and shall continue until May 31, 2004, unless sooner terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions attached hereto.

    3A.  COMPENSATION.

    (a)  BASE SALARY.  During the Term, the Company shall pay Employee an annual base salary of $300,000 (the "Base Salary"), payable in equal biweekly installments or in accordance with the Company's payroll practice as in effect from time to time. For all purposes under this Agreement, the term "Base Salary" shall refer to Base Salary as in effect from time to time.

    (b)  DISCRETIONARY BONUS.  During the Term, Employee shall be eligible to receive discretionary annual bonuses.

    (c)  BENEFITS.  From the Effective Date through the date of termination of Employee's employment with the Company for any reason, Employee shall be entitled to participate in any welfare, health and life insurance and pension benefit and incentive programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated employees of the Company. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits:

    (i)  Reimbursement for Business Expenses.  During the Term, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in performing Employee's duties for the Company, on the same basis as similarly situated employees and in accordance with the Company's policies as in effect from time to time.

    (ii)  Vacation.  During the Term, Employee shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated employees of the Company generally.

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    4A.  NOTICES.  All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested or hand delivery acknowledged in writing by the recipient personally, and shall be deemed to have been duly given three days after mailing or immediately upon duly acknowledged hand delivery to the respective persons named below:

If to the Company:	Ticketmaster L.L.C.
	3701 Wilshire Blvd., 9th Floor
	Los Angeles, CA 90010
	Attn:  Terry Barnes, John Pleasants and Michael Castro
With a copy to:	USA Networks, Inc.
	152 West 57th Street
	New York, NY 10019
	Attention:  General Counsel
If to Employee:	Timothy J. Wood

Either party may change such party's address for notices by notice duly given pursuant hereto.

    5A.  GOVERNING LAW; JURISDICTION.  This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of California without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court in California or, if not maintainable therein, then in an appropriate California state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

    6A.  COUNTERPARTS.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Employee expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to "this Agreement" or the use of the term "hereof" shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Employee has executed and delivered this Agreement as of February 1, 2001.

TICKETMASTER CORPORATION
By:	/s/ SUSAN BRACEY	/s/ TIMOTHY J. WOOD
Title:	Senior Vice President, Finance	Timothy J. Wood

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STANDARD TERMS AND CONDITIONS

    1.  TERMINATION OF EMPLOYEE'S EMPLOYMENT.

    (a)  DEATH.  In the event Employee's employment hereunder is terminated by reason of Employee's death, the Company shall pay Employee's designated beneficiary or beneficiaries, within 30 days of Employee's death in a lump sum in cash, Employee's Base Salary through the end of the month in which death occurs and any Accrued Obligations (as defined in paragraph 1(f) below).

    (b)  DISABILITY.  If, as a result of Employee's incapacity due to physical or mental illness ("Disability"), Employee shall have been absent from the full-time performance of Employee's duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Employee by the Company (in accordance with Section 4A above), Employee shall not have returned to the full-time performance of Employee's duties, Employee's employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Employee is absent from the full-time performance of Employee's duties with the Company due to Disability, the Company shall continue to pay Employee's Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company. Upon termination of Employee's employment due to Disability, the Company shall pay Employee within 30 days of such termination (i) Employee's Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).

    (c)  TERMINATION FOR CAUSE.  The Company may terminate Employee's employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, "Cause" shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. In the event of Employee's termination for Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below).

    (d)  TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.  If Employee's employment is terminated by the Company for any reason other than Employee's death or Disability or for Cause, then (i) the Company shall pay Employee the Base Salary through the end of the Term over the course of the then remaining Term; and (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below).

    (e)  MITIGATION; OFFSET.  In the event of termination of Employee's employment prior to the end of the Term, Employee shall use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under Section 1 hereof. If Employee obtains other employment during the Term, the amount of any payment or benefit provided for under Section 1 hereof which has been paid to Employee shall be refunded to the Company by Employee in an amount equal to any compensation earned by Employee as a result of employment with or services provided to another employer after the date of Employee's termination of employment and prior to the otherwise applicable expiration of the Term, and all future amounts payable by the Company to Employee during the remainder of the Term shall be

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offset by the amount earned by Employee from another employer. For purposes of this Section 1(e), Employee shall have an obligation to inform the Company regarding Employee's employment status following termination and during the period encompassing the Term.

    (f)  ACCRUED OBLIGATIONS.  As used in this Agreement, "Accrued Obligations" shall mean the sum of (i) any portion of Employee's Base Salary through the date of death or termination of employment for any reason, as the case may be, which has not yet been paid; and (ii) any compensation previously earned but deferred by Employee (together with any interest or earnings thereon) that has not yet been paid.

    2.  CONFIDENTIAL INFORMATION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.

    (a)  CONFIDENTIALITY.  Employee acknowledges that while employed by the Company Employee will occupy a position of trust and confidence. Employee shall not, except as may be required to perform Employee's duties hereunder or as required by applicable law, without limitation in time or until such information shall have become public other than by Employee's unauthorized disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company or any of its subsidiaries or affiliates. "Confidential Information" shall mean information about the Company or any of its subsidiaries or affiliates, and their clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes and that was learned by Employee in the course of employment by the Company or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage. Employee agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of Employee's employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its subsidiaries or affiliates or prepared by Employee in the course of Employee's employment by the Company and its subsidiaries or affiliates. As used in this Agreement, "subsidiaries" and "affiliates" shall mean any company controlled by, controlling or under common control with the Company.

    (b)  NON-COMPETITION.  During the Term (and for a period of 24 months beyond the expiration of the Term), Employee shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, England, Ireland, Scotland, Europe and Australia. Nothing herein shall limit Employee's ability to own interests in or manage entities which sell tickets as an incidental part of their primary business (e.g. cable networks, on-line computer services, sports teams, arenas, hotels, cruise lines, theatrical and movie productions and the like) and which do not hold themselves out generally as competitors of the Company or any of its subsidiaries or affiliates. The "Ticketmaster Businesses" are defined as (A) the principal businesses of the Company as of the date hereof, namely (i) the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates, (ii) the

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operation of Internet websites known as "city guides" which primarily provide local information and build and/or host infosites for small businesses in a searchable database format, (iii) the operation of Internet websites which primarily provide live event ticket sales, and (iv) the operation of Internet websites which primarily provide classified matchmaking personals and (B) the principal businesses of the Company at the time that the Employee ceases to be a Company employee. The determination of the principal businesses of the Company at the time the Employee ceases to be a Company employee will be made with reference to the definition of the principal businesses as of the date hereof in terms of the relative importance of the businesses to the Company at that time compared to its other activities.

    (c)  NON-SOLICITATION OF EMPLOYEES.  Employee recognizes that he will possess confidential information about other employees of the Company and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries or affiliates. Employee recognizes that the information he will possess about these other employees is not generally known, is of substantial value to the Company and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Employee because of Employee's business position with the Company. Employee agrees that, during the Term (and for a period of 24 months beyond the expiration of the Term), Employee will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries or affiliates for the purpose of being employed by Employee or by any business, individual, partnership, firm, corporation or other entity on whose behalf Employee is acting as an agent, representative or employee and that Employee will not convey any such confidential information or trade secrets about other employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of Employee's duties hereunder.

    (d)  NON-SOLICITATION OF CUSTOMERS.  During the Term (and for a period of 24 months beyond the expiration of the Term), Employee shall not solicit any Customers of the Company or any of its subsidiaries or affiliates or encourage (regardless of who initiates the contact) any such Customers to use the facilities or services of any competitor of the Company or any of its subsidiaries or affiliates. "Customer" shall mean any person who engages the Company or any of its subsidiaries or affiliates to sell, on its behalf as agent, tickets to the public.

    (e)  PROPRIETARY RIGHTS; ASSIGNMENT.  All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. "Employee Developments" means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company's request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company's rights in Confidential Information and Employee Developments.

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    (f)  COMPLIANCE WITH POLICIES AND PROCEDURES.  During the Term, Employee shall adhere to the policies and standards of professionalism set forth in the Company's Policies and Procedures as they may exist from time to time.

    (g)  REMEDIES FOR BREACH.  Employee expressly agrees and understands that Employee will notify the Company in writing of any breach of this Agreement by the Company, and the Company will have 30 days from receipt of Employee's notice to cure any such breach. Employee expressly agrees and understands that the remedy at law for any breach by Employee of this Section 2 will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon Employee's violation of any provision of this Section 2 the Company shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in this Section 2 shall be deemed to limit the Company's remedies at law or in equity for any breach by Employee of any of the provisions of this Section 2, which may be pursued by or available to the Company.

    (h)  SURVIVAL OF PROVISIONS.  The obligations contained in this Section 2 shall, to the extent provided in this Section 2, survive the termination or expiration of Employee's employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

    3.  TERMINATION OF PRIOR AGREEMENTS.  This Agreement constitutes the entire agreement between the parties and terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement, including that certain Employment Agreement between Ticketmaster Ticketing Co., Inc. (predecessor-in-interest to Company) and Employee dated as of February 1, 1998 which Employment Agreement is hereby terminated in its entirety. Employee acknowledges and agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, the Employee has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement. Employee hereby represents and warrants that by entering into this Agreement, Employee will not rescind or otherwise breach an employment agreement with Employee's current employer prior to the natural expiration date of such agreement.

    4.  ASSIGNMENT; SUCCESSORS.  This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the others, assign or transfer this Agreement or any rights or obligations hereunder, provided that, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and all references herein to the "Company" shall refer to such successor.

    5.  WITHHOLDING.  The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Employee hereunder, as may be required from time to time by applicable law, governmental regulation or order.

    6.  HEADING REFERENCES.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

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References to "this Agreement" or the use of the term "hereof" shall refer to these Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.

    7.  WAIVER; MODIFICATION.  Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto. Notwithstanding anything to the contrary herein, neither the assignment of Employee to a different Reporting Officer due to a reorganization or an internal restructuring of the Company or its affiliated companies nor a change in the title of the Reporting Officer shall constitute a modification or a breach of this Agreement.

    8.  SEVERABILITY.  In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

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    9.  INDEMNIFICATION.  The Company shall indemnify and hold Employee harmless for acts and omissions in Employee's capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law; provided, however, that neither the Company, nor any of its subsidiaries or affiliates shall indemnify Employee for any losses incurred by Employee as a result of acts described in Section 1(c) of this Agreement.

ACKNOWLEDGED AND AGREED:
Dated as of February 1, 2001
TICKETMASTER CORPORATION
By:	/s/ SUSAN BRACEY	/s/ TIMOTHY J. WOOD
Title:	Senior Vice President, Finance	Timothy J. Wood

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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
STANDARD TERMS AND CONDITIONS