SPORTSLINE COM INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended: December 31, 2000

OR

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

For the transition period from ___________________ to __________________

Commission file number: 0-23337

SPORTSLINE.COM, INC.
(Exact name of registrant as specified in its charter)

Delaware 65-0470894
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

2200 W. Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (954) 351-2120

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (par value $.01 per share)
(Title of Class)

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of shares of Common Stock held by non-affiliates
of the Registrant as of March 19, 2001, was approximately $122,557,518 based on
the $4.78 closing price for the Common Stock on The Nasdaq National Market on
such date. For purposes of this computation, all executive officers and
directors of the registrant have been deemed to be affiliates. Such
determination should not be deemed to be an admission that such directors and
officers are, in fact, affiliates of the registrant.

The number of shares of Common Stock of the registrant outstanding as of
March 19, 2001 was 27,363,776.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement relating to its
2001 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission not later than 120 days after the end of the fiscal year
covered by this report, are incorporated by reference into Part III of this
report.

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Index to Items

Page
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PART I

Item 1. Business.........................................................................................3
Item 2. Properties......................................................................................18
Item 3. Legal Proceedings...............................................................................18
Item 4. Submission of Matters to a Vote of Security Holders.............................................18

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.......................19
Item 6. Selected Financial Data.........................................................................20
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........21
Item 7A. Quantitative and Qualitative Disclosure About Market Risk......................................38
Item 8. Financial Statements and Supplementary Data.....................................................40
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............64

PART III

Item 10. Directors and Executive Officers of the Registrant.............................................65
Item 11. Executive Compensation.........................................................................65
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................65
Item 13. Certain Relationships and Related Transactions.................................................65

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...............................65

PART I

Item 1. Business.

Certain statements contained in this Annual Report on Form 10-K,
including, without limitation, statements containing the words "believes,"
"anticipates," "estimates," "expects," and words of similar import, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are referred to the "Risk Factors"
section of the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained herein, which identifies important risk factors
that could cause actual results to differ materially from those contained in the
forward looking statements.

SportsLine.com, Inc. (together with its subsidiaries, "SportsLine" or
the "Company"), is at the leading edge of media companies providing Internet
sports content, community and e-commerce on a global basis. SportsLine's content
includes more than one million pages of multimedia sports information,
entertainment and merchandise. SportsLine has strategic relationships with CBS,
Inc. ("CBS"), USA Networks, Westwood One, the National Football League (the
"NFL"), Major League Baseball ("MLB"), the National Basketball Association (the
"NBA") and the PGA TOUR and serves as the primary sports content provider for
America Online and Netscape.

The Company has established a number of important strategic
relationships to increase awareness of the SportsLine brand, build traffic to
its Web sites and develop proprietary programming. In March 1997, SportsLine
established a strategic alliance with CBS pursuant to which SportsLine's
flagship Web site was renamed "cbs.sportsline.com" and receives extensive
network television advertising and on-air promotion, primarily during CBS
television sports broadcasts such as the NFL, the NCAA Men's Basketball
Championship, NCAA Football, PGA TOUR events and U.S. Open tennis. The CBS
agreement was amended in February 1999 to extend its term through 2006. See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations." The Company believes that its relationship with CBS, in
particular the branding of its flagship Web site as "cbs.sportsline.com" and the
promotion the Company receives on CBS television broadcasts, has been
instrumental in establishing SportsLine as a broadly recognized consumer brand.
The Company also has distribution agreements and relationships with a number of
other partners including USA Networks, Westwood One, IMG, the NFL, MLB, the NBA,
the PGA TOUR, America Online and Netscape. See "--- Strategic Relationships."

In May 1999, the Company established Sports.com Limited ("Sports.com")
(formerly known as SportsLine Europe Limited) as a European-based, majority
owned subsidiary. Intel Corporation, MediaOne Ventures, IMG, Reuters, The
Goldman Sachs Group, Inc., Michael Jordan, Shaquille O'Neal and Tiger Woods,
among others, hold minority interests in Sports.com. In August 1999, the
sports.com Web site was launched as the home of sports sites for fans of
European sports, including soccer, rugby and cricket. Sports.com operates
country-specific Web sites through locally-based operating subsidiaries that
deliver real-time, in-depth European sports content and programming. As of
February 2001, Sports.com has established local subsidiaries in the United
Kingdom, France, Germany, Italy, Spain and Ireland. Sports.com is the primary
sports content provider in the United Kingdom for AOL, BT Internet and The
Financial Times' FT.com; in France for France Telecom's Voila and Wanadoo; in
Germany for Freenet and GMX; in Italy for Virgilio; in Spain for Ya.com and in
five European countries for Lycos Europe. Sports.com is the official Internet
sports partner of Manchester United (manutd.com), the British Open Championship
(opengolf.com), the French National Olympic Team (franceolympique.com) and the
Official Wimbledon Championships Site (wimbledon.org).

Sports Information, Programming and Distribution

SportsLine offers a broad range of sports-related information and
programming, which it delivers through its network of Web sites and other
distribution channels.

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Information and Programming

News and Editorials The Company's news organization provides
up-to-date general sports news and
information for all major professional
and college sports 24 hours a day, seven
days a week, including previews, game
summaries, audio and video clips and
color photographs, obtained from
strategic partners and a variety of
leading sports news organizations such
as the Associated Press, CBS, Reuters
and SportsTicker. The Company also
publishes exclusive editorials and
analyses from its in-house staff of
writers and editors and freelance sports
journalists.

Scores and Statistics The Company delivers continuously
updated, real-time scores, schedules,
standings and player and team statistics
for all major professional and college
sports from data providers including the
Associated Press, Elias Sports Bureau
and SportsTicker and directly from the
NBA, MLB, NFL and WNBA.

Fantasy Leagues and Contests Fantasy league enthusiasts can
participate in SportsLine leagues or
form their own leagues with customized
rules, scoring and reporting. The
Company administers player transactions
(e.g., drafts, trades, starting lineup
selection and disabled list and minor
league moves) and provides summaries of
scoring, standings and roster
transactions. Proprietary contests
feature cash prizes, limited edition
sports memorabilia and other awards
based on the results of weekly,
season-long or special event related
games of skill. Regular sweepstakes and
"giveaways" feature cash prizes, sports
memorabilia, event tickets and other
merchandise.

Live Game Simulations The Company broadcasts Web-based
real-time animated recreations of major
sporting events including NBA, NFL, MLB,
World Cup Soccer and NCAA Men's
Basketball Championship games.

Odds The Company delivers electronic odds on
all major sports events from major Las
Vegas casinos, including the Stardust,
the MGM Grand and Bally's, plus lines
from nationally recognized oddsmakers
through its vegasinsider.com Web site.
Additionally, the Company originates and
sells odds and other statistical data to
certain Las Vegas casinos.

Local and Personalized Content The Company packages its information and
programming to enable users to follow
local or regional team and event
coverage, including weekly stories from
college sports publications and team
coverage from staff writers
strategically located in cities across
the nation. The Company's "My
SportsLine" feature enables users to
personalize the information and
programming they receive over the Web.

Community Content The Company hosts monitored interactive
chat sessions with sports superstars and
personalities, and experts on subjects
such as sports memorabilia and fantasy
leagues. The Company also hosts
monitored forums devoted to
sports-related topics.

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Audio The Company's radio studio produces live
sports updates for the Westwood One
Radio Network and tapes and edits audio
for streaming throughout the SportsLine
Web site, including interviews with
superstars, notable sports personalities
and regular commentary from leading
sports analysts. The Company also
"cybercasts" syndicated radio shows from
Sports Byline USA , Sports Overnight
America and various experts on
sports-related topics, and produces and
distributes audio clips of interviews,
press conferences and other audio
surrounding major sporting events.

Video The Company produces original video
programming surrounding major sports
events, live video interviews with
sports celebrities and "cybercasts"
featuring live video interviews and
daily video clips covering events such
as the Super Bowl and the NCAA Men's
Basketball Championship. The Company
also distributes video highlights from
the PGA TOUR, the NBA, MLB, CBS Sports
and other sources.

Wireless The Company delivers a subset of its
content to wireless users of digital
cellular phones, Web enabled cellular
phones and PDAs. Users opt in for
notifications to their device of NBA,
NCAA Basketball, NCAA Football, NFL, NHL
and MLB scoring alerts and headline
alerts. The Company also produces
content such as headlines, scores,
injuries, transactions, standings and
schedules for the above sports, plus
Auto Racing, Tennis and Golf, for web
enabled cellular phones and Palm
devices. The Company's award winning
Live products for Baseball, Basketball,
Football and Hockey are also available
on Palm wireless handheld devices.

Web Sites

cbs.sportsline.com, the Company's flagship Web site, features
comprehensive, in-depth coverage of all major professional and college sports on
a domestic and international basis. cbs.sportsline.com has won numerous awards,
including The Top 100 Web sites, P.O.V. Magazine (2000); Top NFL Web site by
Access Magazine (2000); San Francisco Chronicle Best of the Web 2000; an
Outstanding Web site by the Web Marketing Association (2000); Best Football Site
from Yahoo! Internet Life (2000); The Top 100 Web Sites, PC Magazine (2000);
Best Sports Site by the Fort Worth Star-Telegram (1999); US News and World
Report's "The Best of the Web: Sports" (1999); NetGuide's "Best Sports Site"
(1999); PC Magazine's top 100 sites on the Web (1999); the Webby Award for
sports (1998); PC Magazine's top 25 sites on the Web (1997); "Editor's Choice"
from UK Plus (1997); NetGuide's "Platinum Award" for overall site excellence
(1997); the Internet Services Association's "Outstanding Innovation" award for
Baseball LIVE! (1996); a "Gold Medal" for Outstanding Olympic Coverage from The
Wall Street Journal (1996); a "Members' Choice" designation from AOL
(1996-1998); and NetGuide's "Platinum Award" as one of the best sites on the Web
(1996).

pgatour.com, produced by the Company in association with the PGA TOUR,
is a comprehensive golf site that offers the only real-time scoring on the
Internet from the PGA TOUR, SENIOR PGA TOUR and BUY.COM TOUR events. The
pgatour.com site also features news covering other golf organizations and
international tours. Additionally, the pgatour.com site focuses on recreational
golf, travel opportunities and golf instruction and features a variety of
interactive tools such as course guides, reviews and message boards. The
pgatour.com site also features the PGA TOUR SHOP, the official online pro shop
of the PGA TOUR offering a complete line of golf equipment, accessories, apparel
and other products including PGA TOUR branded merchandise. The site also
incorporates the golfweb.com site, which the Company purchased in January 1998
and provides golf-related content, interactive entertainment, membership
services, golf course discounts and merchandise.

sports.com, launched as a separate Web site in August 1999, is
dedicated to providing comprehensive coverage of European sports. The Web site
is produced and operated by Sports.com, the Company's European subsidiary.
Sports.com is Europe's leading Internet and mobile data provider of European
sports content, community and commerce. With the most comprehensive European
coverage in English of football, rugby, Formula One, rally, cricket, boxing,
tennis, sailing and golf as well as all major sports in local languages in
France, Germany,

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Italy and Spain, Sports.com is the most visited European sports site, according
to ABC Electronic. The Company operates country-specific Web sites through
locally-based operating units that deliver real-time, in-depth European sports
content, commerce and community that capitalizes on the Web's unique graphical
and interactive capabilities.

vegasinsider.com provides sports gaming information and features
electronic odds on all major sports events from major Las Vegas casinos,
including the Stardust, the MGM Grand and Bally's, plus lines from nationally
recognized oddsmakers. Handicapping information includes commentary, matchup
analysis and picks from some of the nation's leading sports handicappers. The
site's news reporting is focused on a gaming perspective and provides detailed
statistical and matchup analysis tools, including "against-the-spread" and
"straight-up" records, team and player statistics and injury and weather
reports. Live scoreboards provide breaking news and scores, updates, recaps and
boxscores.

Web Sites for Sports Superstars and Personalities. SportsLine has
created and maintains Web sites for several sports superstars and personalities,
including Joe Namath, Michael Jordan (jordan.sportsline.com), Tiger Woods
(tigerwoods.com), Shaquille O'Neal (shaq.com), John Daly (gripitandripit.com)
and Cal Ripken, Jr. (2131.com). These sites include features and insights from
athletes, the opportunity to belong to fan clubs, as well as radio interviews
and chat sessions from active and retired athletes from around the world of
sports.

Other Web Sites. SportsLine has created Web sites for sports
organizations and major sports events, including superbowl.com (for Super Bowl
XXXV), NFL Europe.com, the San Francisco Forty-Niners NFL franchise
(sf49ers.com), the World of Wrestling Magazine (wrestleline.com), the 1999 and
2000 Major League Baseball All-Star Game and the 1999 and 2000 Major League
Baseball official post-season site.

SportsLine is responsible for the technical development, production and
maintenance of the Web sites it creates for athletes and sports organizations,
as well as customer service, technical support and billing associated with the
sale of premium features or merchandise. SportsLine's third party Web site
agreements are for terms ranging from one to ten years and generally provide
SportsLine the exclusive right to create a Web site for a sports superstar,
personality, organization or affinity group, as well as to receive certain
content for the Web site to use the athlete or organization's name, logos and
other materials to promote the Company's business and products. In consideration
for the rights granted under its third party Web site agreements, SportsLine has
issued warrants to purchase Common Stock and, in certain instances, agreed to
make cash payments. The Company generally is entitled to receive a percentage of
the sponsorship, advertising and other revenue generated from the third party
Web sites it develops.

Other Distribution Channels

The inclusion of the Company's content in AOL's services and the
integration of the Company's content into Netscape Sports make the Company's
sports content and programming readily accessible to the millions of Web users
that access the Internet via these platforms. The Company, in partnership with
the Westwood One Radio Network, had two radio programs in syndication as of
December 31, 2000: "NFL Today," broadcast in 65 markets and "NFL Sunday,"
broadcast in 420 markets. The Company also intends to develop distribution and
revenue opportunities in other media, including news wire services, publications
and e-mail and is currently expanding its selection of wireless offerings.

Strategic Relationships

SportsLine has established strategic relationships to provide
marketing, e-commerce and cross-promotional opportunities to increase consumer
awareness of the SportsLine brand and other brands owned by the Company, to
build traffic on its Web sites and to obtain exclusive sports content for its
Web sites.

CBS. In March 1997, the Company entered into a strategic alliance with
CBS pursuant to which the Company's flagship Web site was renamed
"cbs.sportsline.com." The agreement provides for cbs.sportsline.com to receive,
among other things, extensive network television advertising and on-air
promotion, primarily during CBS television sports broadcasts of events such as
the NFL, the NCAA Men's Basketball Championship, NCAA Football, PGA TOUR events
and U.S. Open tennis. In addition, the Company has the right to use certain CBS
logos and television-related sports content on cbs.sportsline.com and in
connection with the operation and promotion of that Web site. CBS and the
Company seek to maximize revenue through a joint advertising sales effort. The
agreement also provides the Company access to certain CBS television-related
sports content and the potential to create

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distribution and revenue opportunities with more than 200 CBS affiliates
throughout the United States. The CBS agreement expires in 2006. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

PGA TOUR. In April 1999, the Company entered into an exclusive five
year agreement to align pgatour.com and golfweb.com Web sites and co-produce a
comprehensive golf site providing real-time scoring, golf news and information
regarding recreational golf, travel opportunities and golf instruction. The
Company and the PGA TOUR have combined resources to develop sales and
sponsorship opportunities and share revenues from the combined site.
Additionally, the Company paid an upfront cash license fee and issued warrants
to the PGA TOUR.

AOL. In July 1997, the Company entered into a strategic programming and
distribution agreement with America Online, Inc. ("AOL") pursuant to which
cbs.sportsline.com became the first "anchor tenant" on AOL's Sports Channel. In
October 1998, the Company and AOL entered into a new three-year agreement and
significantly expanded their online relationship to provide Company-produced
sports news and statistics, special features, major event coverage and
merchandise on several key AOL brands around the world. The Company became the
premier provider of special features and major event coverage to the Sports
Channel on the AOL service, as well as an anchor tenant in the Sports Web Center
on aol.com, AOL's Web site. cbs.sportsline.com is the premier national sports
partner with a presence on all Digital City local services, currently serving 60
cities, and an anchor tenant in the Sports Channel on CompuServe. In addition,
the Company became the premier provider of licensed sports equipment and apparel
as well as golf products within the Sports Channel on the AOL service. The AOL
agreement expires in October 2001 and there can be no assurance that it will be
renewed.

Netscape. In January 1999, the Company entered into a strategic
relationship with Netscape Communications Corporation making the Company the
premier sports content provider for the Netcenter Sports Channel as well as the
exclusive provider for news, information and merchandise for NFL, NBA, NHL, MLB,
golf, soccer, tennis, auto racing and NCAA basketball and football.

USA Networks, Inc. In January 2001, the Company entered into a
multi-year e-commerce relationship with USA Networks, Inc. ("USA") under which
USA's Electronic Commerce Solutions ("ECS") was named the exclusive operator of
the Company's online store, Shop SportsLine. As part of the agreement, ECS will
build and service the Company's entire e-commerce infrastructure. ECS plans to
re-launch the Shop SportsLine store by Spring 2001. To support the merchandising
efforts of Shop SportsLine, ECS and SportsLine together will create and
implement cross-promotion and database marketing plans focused on driving
transactional revenue to the store. These targeted marketing plans will promote
the store throughout USA's media properties, including USA Network and SCI FI
Channel, and its Internet assets including Ticketmaster.com, Citysearch.com,
Match.com, hoteldiscount.com and SCIFI.com.

France Telecom Multimedia. In November 1999, Sports.com entered into a
strategic agreement with France Telecom Multimedia, a subsidiary of France
Telecom SA under which Sports.com produces and hosts co-branded sports channels
for France Telecom's Internet portal, Voila, and its Internet service provider,
Wanadoo, in France. The sites offer live match centers of events, timely
analysis and real-time statistics, as well as an online store.

Westwood One. In August 1999, the Company entered into a three-year
agreement with Westwood One, Inc. Under this agreement, the Company produces
sports content for Westwood One/CBS Radio Sports' coverage of live sporting
events. In addition, Westwood One was granted the right to syndicate the
Company's radio programs ("NFL Today" and "NFL Sunday").

Sports Superstars and Organizations. The Company has established
strategic relationships with sports superstars and personalities, including
Michael Jordan, Tiger Woods, Joe Namath, Shaquille O'Neal, Cal Ripken, Jr., John
Daly and John Elway. Each of these individuals has agreed to serve as a
spokesperson for the Company, to permit the Company to use his or her name,
likeness and photographs on promotional materials and to be available to the
Company to provide input on business and marketing strategies. The Company also
maintains cross-promotional relationships with other sports organizations and
affinity groups including the PGA TOUR, the NFL, MLB, the NBA and the World of
Wrestling Magazine.

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IMG. In July 1999, Sports.com entered into a three-year promotional and
consulting agreement with IMG under which IMG provides Sports.com production
services, consulting services and promotional support through IMG-owned
television, event and media properties.

Other Media Relationships. In addition to promotion on CBS television
sports broadcasts, SportsLine receives radio promotion through its strategic
media relationships with Sports Byline USA, the nation's largest syndicated
sports radio network, including on-air commercials and live endorsements by Ron
Barr, Sports Byline USA's Emmy Award winning host. Additionally, the Company has
an agreement with FT.com, the Web site of The Financial Times, to be the sports
partner of FT.com and provide domestic and international sports news and
information.

Advertising and Sales

The Company believes that the demographics of its audience are similar
to traditional sports advertisers' target market. Based on Company-sponsored
market research, users of SportsLine's United States Web sites are predominantly
male, 93% are between the ages of 18 to 54, 65% have college degrees and 42%
have an annual income greater than $75,000. The users of Sports.com's European
Web sites are predominantly male, 62% are under the age of 35 and 55% earn more
than $48,000 per year. Due to the international sports featured such as rugby,
soccer and cricket, the Sports.com Web sites enjoy a global audience, primarily
from the United Kingdom, the United States, India, and Continental Europe.

The Company currently derives, and expects to continue to derive, a
substantial portion of its revenue from advertising on its Web sites. The
Company sells "banner" advertisements that allow interested readers to link
directly to the advertisers' own Web sites or to promotional sites created by
SportsLine. The Company also offers sponsorship opportunities that enable
advertisers to associate their corporate messages with the Company's coverage of
athletes and marquee events (such as the World Series, the Super Bowl, the NCAA
Men's Basketball Championship, Golf's Major events, the NBA playoffs and the
Stanley Cup playoffs), its fantasy sports products, special features of the
Company's Web sites (including ScoreCenters or Baseball LIVE!) and special
promotions, contests and events. SportsLine targets as advertisers on its Web
sites traditional sports advertisers, such as consumer product and service
companies, technology companies, sporting goods manufacturers and automobile
companies.

Advertising revenue has been derived principally from short-term
advertising contracts on a per-impression basis or for a fixed fee based on a
minimum number of impressions. SportsLine's advertising rates generally range
from $10.00 to $50.00 per thousand impressions. To enable advertisers to verify
the number of impressions received by their advertisements and monitor their
advertisements' effectiveness, the Company provides its advertisers with third
party audit reports showing data on impressions received by their
advertisements.

The Company has developed its database marketing capabilities to offer
its advertisers more targeted means to reach sports fans. SportsLine provides
advertisers direct marketing vehicles by leveraging its registration process
through which several hundred thousand people register each month or by
targeting portions of the Company's user base, which was in excess of 3.6
million users as of December 31, 2000. Current programs in place include direct
e-mail campaigns priced from $100.00 to $200.00 per thousand e-mails, as well as
cost-per-lead-generation deals that are promoted on registration pages
generating $1.00 to $10.00 per qualified lead.

SportsLine's in-house sales staff develops and implements its
advertising strategies, including identifying strategic accounts and developing
presentations and promotional materials. The Company has sales personnel located
in Fort Lauderdale, New York, Chicago, San Francisco, Los Angeles, Atlanta and
Detroit. The Company also capitalizes on its cross-marketing relationships with
sports superstars, personalities, organizations and affinity groups by seeking
sponsorships and advertisements from their sponsors. The Company coordinates its
advertising sales efforts for cbs.sportsline.com with CBS's television network
advertising sales personnel.

MVP.com, Inc. accounted for 21% of the Company's total revenue in 2000.
No other customer accounted for more than 10% of the Company's revenue. No
customer accounted for more than 9% of the Company's revenue during 1999.

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Membership Database

The Company has created an extensive database of members and increased
page views of its web sites through the use of rewards programs, fantasy
products and contests that require registration. Most of these services are
offered for free on the cbs.sportsline.com website.

There are two SportsLine Rewards programs: SportsLine Rewards, which is
free, and SportsLine Rewards Plus, which is available for a fee of $39.95 per
year. Both programs allow members to earn points by visiting the site, referring
others to register and clicking on sponsors' advertisements. Members can redeem
accumulated points in exchange for merchandise, to participate in special chats
or to receive special emails. SportsLine Rewards Plus members receive greater
benefits such as earning double points for visiting the site, access to
exclusive contests and the ability to redeem points for exclusive tickets to
sporting events and concerts.

The Company offers free fantasy products for football, baseball,
basketball, hockey, golf and auto racing. These fantasy products allow members
to form their own team by assembling a group of athletes from a sport and
following their performance on a weekly or daily basis. These fantasy teams can
then compete in contests administered by the Company for cash or merchandise
prizes or compete in leagues administered by the users on the Company's website.

In addition, the Company provides users with the ability to design
their own personal sports web pages. Once a user registers, he or she may design
the content, layout and page settings of the Web site. The Company also provides
registered users contests and sweepstakes in which the user can win cash, trips
or merchandise. In many cases, an advertiser sponsors these contests and
sweepstakes.

Merchandise

In the first quarter of 2000, SportsLine entered into a 10-year
strategic e-commerce and marketing agreement with MVP.com, Inc. ("MVP"), a
sports and outdoor e-commerce company, pursuant to which MVP acquired and agreed
to operate the Company's domestic e-commerce business, including SportsLine's
e-commerce subsidiaries, International Golf Outlet, Inc., Golf Club Trader, Inc.
and TennisDirect.com, Inc. In November 2000, SportsLine terminated its agreement
with MVP due to breaches by MVP of certain provisions of the agreement. In
January 2001, the Company acquired certain assets of MVP including the domain
names, trademarks and certain other assets associated with the Web sites
mvp.com, planetoutdoors.com, igogolf.com, golfclubtrader.com and
tennisdirect.com

In January 2001, the Company entered into a multi-year e-commerce
relationship with USA Networks, Inc. ("USA") under which USA's Electronic
Commerce Solutions ("ECS") was named the exclusive operator of the Company's
online store, Shop SportsLine. As part of the agreement, ECS will build and
service the Company's entire e-commerce infrastructure. ECS plans to re-launch
the Shop SportsLine store by Spring 2001. To support the merchandising efforts
of Shop SportsLine, ECS and SportsLine together will create and implement
cross-promotion and database marketing plans focused on driving transactional
revenue to the store. These targeted marketing plans will promote the store
throughout USA's media properties, including USA Network and SCI FI Channel, and
its Internet assets including Ticketmaster.com, Citysearch.com, Match.com,
hoteldiscount.com and SCIFI.com. Certain of the Web sites acquired from MVP will
also be included in the e-commerce relationship with ECS.

Marketing

The Company's agreement with CBS provides for cbs.sportsline.com to
receive extensive network television advertising and on-air promotion, primarily
during CBS television sports broadcasts such as the NFL, the NCAA Men's
Basketball Championship, NCAA Football, PGA TOUR events and U.S. Open tennis.
The Company's agreement with Westwood One Radio Network provides the Company
with extensive on-air promotion and live reads during radio broadcasts of the
NFL, NCAA Football, Notre Dame Football, HBO Boxing and other special events,
such as the U.S. Open and Masters golf tournaments. In addition, the Company's
agreement with USA provides for promotion of the Shop SportsLine store
throughout USA's media properties, including USA Network and SCI FI Channel, and
its Internet assets including Ticketmaster.com, Citysearch.com, Match.com,
hoteldiscount.com and SCIFI.com. Sports.com's Web sites and product attributes
are promoted contextually and repeated in IMG-produced television programs such
as "Trans World Sport" and "Futbol Mundial."

9

Another effective source of advertising for SportsLine has been Web
advertising. The Company advertises on a number of leading Web sites and its
properties are listed in the directories of most major search engine sites.
SportsLine also actively pursues affiliate program relationships and network
partner relationships, such as its relationships with FT.com, Netscape and other
popular Web sites. SportsLine also advertises in targeted publications, on
outdoor billboards and on sports talk radio stations, distributes promotional
materials at selected sports events and engages in an ongoing public relations
campaign. SportsLine also has conducted limited direct mail campaigns targeting
online or sports-oriented consumers.

Whenever possible, the Company utilizes cross-promotional arrangements
to secure advertising and other promotional considerations. SportsLine's
agreements with sports organizations and affinity groups typically provide for
the Company to receive exposure in any print, television and marketing vehicles
utilized by the organizations or affinity groups to promote themselves or their
products or services and for the distribution of the Company's promotional
materials at events or industry shows in which they participate.

Member Service and Support

The Company believes that member service and support are important to
its ability to attract and retain members. The Company's member services staff
provides toll free telephone and continuous e-mail support, responds to customer
requests concerning technical aspects of SportsLine's Web sites or certain third
party software and conducts inbound and outbound telemarketing on an 18 hour a
day, seven day a week basis. The Company does not charge for service and
support.

Competition

The market for Internet services and products is highly competitive and
the Company expects that competition will continue to intensify. SportsLine
competes, directly and indirectly, for advertisers, viewers, members, content
providers, merchandise sales and rights to sports events with the following
categories of companies: (i) Web sites targeted to sports enthusiasts generally
(such as espn.com, cnnsi.com and foxsports.com) or to enthusiasts of particular
sports (such as Web sites maintained by the NFL, the NBA, MLB and the NHL); (ii)
publishers and distributors of traditional off-line media (such as television,
radio and print), including those targeted to sports enthusiasts, many of which
have established or may establish Web sites; (iii) general purpose consumer
online services such as AOL and Microsoft Network, each of which provides access
to sports-related content and services; (iv) vendors of sports information,
merchandise, products and services distributed through other means, including
retail stores, mail, facsimile and private bulletin board services; and (v) Web
search and retrieval services, such as Alta Vista, Excite@Home, Lycos, Netscape
and Yahoo!, and other high-traffic Web sites. Management believes that
SportsLine's most significant competitors are espn.com, Yahoo! Sports, AOL
Sports, foxsports.com and cnnsi.com, all of which offer a variety of sports
content.

In Europe, Sports.com's most significant competitive challenge is from
media companies that are familiar names in their respective markets and have an
existing newsgathering, promotion and distribution infrastructure. Sports.com's
most significant competitors include Teamtalk, 365, Skysports.com and Canal
Plus.

The Company believes that the principal competitive factors in
attracting and retaining users and members are the depth, breadth and timeliness
of content, the ability to offer compelling and entertaining content and brand
recognition. Other important factors in attracting and retaining users include
ease of use, service quality and cost. The Company believes that the principal
competitive factor in attracting and retaining content providers and
merchandisers is SportsLine's ability to offer sufficient incremental revenue
from licensing fees, bounties and online sales of product or services. The
Company believes that the principal competitive factors in attracting
advertisers include the number of users and members of SportsLine's Web sites,
the demographics of SportsLine's user and membership bases, price and the
creative implementation of advertisement placements. There can be no assurance
that the Company will be able to compete favorably with respect to these
factors.

Many of SportsLine's current and potential competitors have longer
operating histories, significantly greater financial, technical and marketing
resources, significantly greater name recognition and substantially larger user
or membership bases than SportsLine and, therefore, have a significantly greater
ability to attract advertisers and users. In addition, many of these competitors
may be able to respond more quickly than the Company to new or emerging
technologies and changes in Internet user requirements and to devote greater
resources than the Company to the development, promotion and sale of their
services. There can be no assurance that SportsLine's current or potential

10

competitors will not develop products and services comparable or superior to
those developed by SportsLine or adapt more quickly than the Company to new
technologies, evolving industry trends or changing Internet user preferences.
Increased competition could result in price reductions, reduced margins or loss
of market share, any of which would materially and adversely affect the
Company's business, results of operations and financial condition. There can be
no assurance that the Company will be able to compete successfully against
current and future competitors, or that competitive pressures faced by the
Company would not have a material adverse effect on its business, results of
operations and financial condition.

Government Regulation and Legal Uncertainties

General.

SportsLine's Internet operations are not currently subject to direct
regulation by any government agency, other than regulations applicable to
businesses generally. The application of existing laws and regulations to
SportsLine with respect to issues such as the protection of databases, user
privacy, pricing, advertising, taxation, sweepstakes, promotions, content
regulation, quality of products and services and intellectual property ownership
and infringement can be unclear. In addition, SportsLine will also be subject to
new laws and regulations directly applicable to its activities. Any existing or
new legislation applicable to SportsLine could expose it to substantial
liability, including significant expenses necessary to comply with such laws and
regulations, and dampen the growth in use of the Web.

SportsLine's contests and sweepstakes may be subject to state and
federal laws governing lotteries and gambling. The Company seeks to design its
contest and sweepstakes rules to fall within exemptions from such laws and
restricts participation to individuals over 18 years of age who reside in
jurisdictions within the United States and Canada in which the contests and
sweepstakes are lawful. There can be no assurance that SportsLine's contests and
sweepstakes will be exempt from such laws or that the applicability of such laws
to the Company would not have a material adverse effect on the Company's
business, results of operations and financial condition.

Several recently passed federal laws could have an impact on
SportsLine's business. The Digital Millennium Copyright Act is intended to
reduce the liability of online service providers for listing or linking to
third-party Web sites that include materials that infringe copyrights or other
rights of others. The Children's Online Protection Act and the Children's Online
Privacy Protection Act are intended to restrict the distribution of certain
materials deemed harmful to children and impose additional restrictions on the
ability of online services to collect user information from minors. In addition,
the Protection of Children From Sexual Predators Act of 1998 requires online
service providers to report evidence of violations of federal child pornography
laws under certain circumstances. Such legislation may impose significant
additional costs on the Company's business or subject the Company to additional
liabilities.

SportsLine posts its privacy policy and practices concerning the use
and disclosure of user data. Any failure by the Company to comply with its
posted privacy policy, requirements of the Federal Trade Commission (the "FTC")
regarding user privacy, or other privacy-related laws and regulations could
result in proceedings by the FTC or others which could potentially have an
adverse effect on SportsLine's business, results of operations and financial
condition. In this regard, there are a large number of legislative proposals
before the United States Congress and various state legislative bodies regarding
privacy issues that could affect SportsLine's business. It is not possible to
predict whether or when such legislation may be adopted, and certain proposals,
if adopted, could materially and adversely affect the Company's business through
a decrease in user registrations and revenues. This could be caused by, among
other possible provisions, the required use of disclaimers or other requirements
before users can utilize SportsLine's services.

Due to the global nature of the Internet, it is possible that the
governments of various states of the United States or foreign countries may
attempt to regulate SportsLine's transmissions or to prosecute SportsLine for
violations of their laws. The Company may unintentionally violate these laws and
these laws may be modified, or new laws enacted, in the future. It is also
possible that states or foreign countries may seek to impose sales taxes on
out-of-state companies that engage in commerce over the Internet. In the event
that states or foreign countries succeed in imposing sales or other taxes on
Internet commerce, the growth of the use of the Internet for commerce could slow
substantially.

11

Nevada Regulation and Licensing

During the second quarter of 2000, the Company's wholly-owned
subsidiary, VegasInsider.com, Inc. ("VegasInsider"), purchased the DBC Sports
division of Data Broadcasting Corporation, including all of the outstanding
stock of Las Vegas Sports Consultants ("LVSC"). LVSC was and remains engaged in
the business of selling and providing certain information to certain casinos
doing business in Nevada. As such, it is required to be licensed as an
"information service provider" as that term is defined by the Nevada Gaming
Control Act and the regulations promulgated thereunder (the "Nevada Act") and is
subject to the licensing and regulatory control of the Nevada Gaming Commission
(the "Nevada Commission") and the Nevada State Gaming Control Board (the "Nevada
Board")(The Nevada Commission and the Nevada Board are collectively referred to
as the "Nevada Gaming Authorities").

The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and filing periodic reports with the
Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent
practices; and (v) providing a source of state and local revenues through
taxation and licensing fees. Change in such laws, regulations and procedures
could have an adverse effect on the Company's "information services provider"
operations. Gaming licenses require the periodic payment of fees and taxes and
are not transferable. No person may become a stockholder of, or receive any
percentage of profits from the Company or a Gaming Subsidiary without first
obtaining licenses and approvals from the Nevada Gaming Authorities.

Prior to the acquisition of LVSC by the Company, LVSC had submitted an
application with the Nevada Gaming Authorities to be licensed as an "information
service provider." As a result its change of ownership, LVSC filed an amended
application with the Nevada Gaming Authorities in order to reflect its new
ownership structure. VegasInsider filed an application with the Nevada Gaming
Authorities to be found suitable as an intermediary holding company, and the
Company filed an application with the Nevada Gaming Authorities to be registered
as a publicly traded company ("Registered Corporation"). In addition, certain
officers and/or directors of the Company, VegasInsider and LVSC filed
applications with the Nevada Gaming Authorities to be found suitable as officers
and/or directors of the respective companies. In November 2000, the Nevada Board
activated an investigation of the respective applications and the investigation
is ongoing. However, prior to final action on the applications, LVSC is
permitted under Nevada law to continue to operate its present business.

The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, or any of
the Company's subsidiaries required to be licensed as an "information service
provider" (each a "Gaming Subsidiary") in order to determine whether such
individual is suitable or should be licensed as a business associate of a gaming
licensee. Officers, directors and certain key employees of each Gaming
Subsidiary may be required to file applications to be licensed or found suitable
by the Nevada Gaming Authorities. Officers, directors and key employees of the
Company who are actively and directly involved in gaming activities of a Gaming
Subsidiary may be required to be licensed or found suitable by the Nevada Gaming
Authorities. The Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable. A finding of suitability is comparable
to licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant for licensing or
a finding of suitability must pay all the costs of the investigation. Changes in
licensed positions must be reported to the Nevada Gaming Authorities and, in
addition to their authority to deny an application for a finding of suitability
or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.

If the Nevada Gaming Authorities were to find an officer, director or
key employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or any Gaming Subsidiary, the companies involved
would have to sever all relationships with such person. In addition, the Nevada
Commission may require the Company or any Gaming Subsidiary to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are not
subject to judicial review in Nevada.

12

The Company and each Gaming Subsidiary are required periodically to
submit detailed financial and operating reports to the Nevada Commission and
furnish any other information which the Nevada Commission may require.
Substantially all material loans, leases, sales of securities and similar
financing transactions must be reported to or approved by the Nevada Commission.

If it were determined that the Nevada Act was violated by the Company
or any Gaming Subsidiary, any registration or gaming licenses they hold could be
limited, conditioned, suspended or revoked, subject to compliance with certain
statutory and regulatory procedures. In addition, the Company, any of its Gaming
Subsidiaries and the persons involved could be subject to substantial fines for
each separate violation of the Nevada Act at the discretion of the Nevada
Commission.

After registration or licensing, any beneficial holder of the Company's
voting securities (or rights to acquire such securities), regardless of the
number of shares owned, may be required to file an application, be investigated
and have his suitability as a beneficial holder of the Registered Corporation's
voting securities determined if the Nevada Commission has reason to believe that
such ownership would otherwise be inconsistent with the declared policies of the
State of Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires beneficial ownership of
more than 5% of a Registered Corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of the voting securities of a Registered Corporation
apply to the Nevada Commission for a finding of suitability within thirty days
after the Chairman of the Nevada Board mails the written notice requiring such
filing. Under certain circumstances, an "institutional investor," as defined in
the Nevada Act, which acquires more than 10%, but not more than 15%, of a
Registered Corporation's voting securities may apply to the Nevada Commission
for a waiver of such finding of suitability if such institutional investor holds
the voting securities for "investment purposes only." An institutional investor
shall not be deemed to hold voting securities for investment purposes unless the
voting securities were acquired and are held in the ordinary course of business
as an institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of the Registered Corporation, any change in the corporate charter, bylaws,
management, policies or operations of the Registered Corporation, or any of its
gaming affiliates, or any other action which the Nevada Commission finds to be
inconsistent with holding the Registered Corporation's voting securities for
investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in its management, policies or
operations; and (iii) such other activities as the Nevada Commission may
determine to be consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation, partnership or
trust, it must submit detailed business and financial information, including a
list of beneficial owners. The applicant is required to pay all costs of
investigation. Under certain circumstances, the Nevada Commission may find that
an entity qualifies as an "institutional investor" even if the interest held is
not in a publicly registered company. However, the same maximum investment of
15% of the equity would remain.

Any person who fails or refuses to apply for a finding of suitability
or a license within 30 days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the voting securities
of a Registered Corporation beyond such period of time as may be prescribed by
the Nevada Commission may be guilty of a criminal offense. The Company will be
subject to disciplinary action if, after it receives notice that a person is
unsuitable to be a stockholder or to have any other relationship with the
Company or the Gaming Subsidiary(ies), the Company (i) pays that person any
dividend or interest upon voting securities of the Company, (ii) allows that
person to exercise, directly or indirectly, any voting right conferred through
securities held by that person, (iii) pays remuneration in any form to that
person for services rendered or otherwise, or (iv) fails to pursue all lawful
efforts to require such unsuitable person to relinquish his voting securities
including, if necessary, the immediate purchase of said voting securities for
cash at fair market value.

The Nevada Commission may, in its discretion, require the holder of any
debt or similar security of a Registered Corporation to file applications, be
investigated and be found suitable to own the debt security of a Registered
Corporation if the Nevada Commission has reason to believe that such ownership
would otherwise be

13

inconsistent with the declared policies of the State of Nevada. If the Nevada
Commission determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities;(iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation, or similar
transaction.

The Company and the Gaming Subsidiaries will be required to maintain
current stock ledgers in Nevada, which may be examined by the Nevada Gaming
Authorities at any time. If any securities are held in trust by an agent or by a
nominee, the record holder may be required to disclose the identity of the
beneficial owner to the Nevada Gaming Authorities. A failure to make such
disclosure may be grounds for finding the record holder unsuitable. The Company
will also be required to render maximum assistance in determining the identity
of the beneficial owner. The Nevada Commission has the power to require the
Company's stock certificates to bear a legend indicating that the securities are
subject to the Nevada Act.

The Company may not make a public offering of its securities without
the prior approval of the Nevada Commission if the securities or proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. The pledge of the equity securities of a Corporate Licensee or an
entity that is registered as an Intermediary Company ("Stock Pledges") also
requires the prior approval of the Nevada Commission. In addition, restrictions
on the transfer of an equity security issued by a Corporate Licensee or
Intermediary Company and agreements not to encumber such securities
(collectively, "Stock Restrictions") are ineffective without the prior approval
of the Nevada Commission.

Changes in control of a Registered Corporation, Intermediary Company or
Corporate Licensee through merger, consolidation, stock or asset acquisitions,
management or consulting agreements, or any act or conduct by a person whereby
he obtains control, may not occur without the prior approval of the Nevada
Commission. Entities seeking to acquire control of a Registered Corporation must
satisfy the Nevada Board and Nevada Commission in a variety of stringent
standards prior to assuming control of such Registered Corporation. The Nevada
Commission may also require controlling stockholders, officers, directors and
other persons having a material relationship or involvement with the entity
proposing to acquire control, to be investigated and licensed as part of the
approval process relating to the transaction.

The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada corporate gaming licensees, and Registered Corporations
that are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has established a regulatory
scheme to ameliorate the potentially adverse effects of these business practices
upon Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming licensees and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional repurchases of
voting securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Registered
Corporation's Board of Directors in response to a tender offer made directly to
the Registered Corporation's stockholders for the purposes of acquiring control
of the Registered Corporation.

License fees and taxes, computed in various ways depending on the type
of gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually.

Any person who is licensed, required to be licensed, registered,
required to be registered, or is under common control with such persons
(collectively, "Licensees"), and who proposes to become involved in a gaming
venture outside of Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation by the Nevada Board of their participation in such
foreign gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, foreign Licensees are required
to comply with certain reporting requirements imposed by the Nevada

14

Act. Such licensees are also subject to disciplinary action by the Nevada
Commission if they knowingly violate any laws of the foreign jurisdiction
pertaining to the foreign gaming operation, fail to conduct the foreign gaming
operation in accordance with the standards of honesty and integrity required of
Nevada gaming operations, engage in activities or enter into associations that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ, contract or associate with a person in the foreign operation
who has been denied a license or finding of suitability in Nevada on the ground
of personal unsuitability.

Intellectual Property

SportsLine's performance and ability to compete are dependent to a
significant degree on its internally developed content and technology. The
Company relies on a combination of copyright and trademark laws, trade secret
protection, confidentiality and non-disclosure agreements with its employees and
with third parties and contractual provisions to establish and protect its
proprietary rights. There can be no assurance that the steps taken by SportsLine
to protect its proprietary rights will be adequate, that SportsLine will be able
to secure trademark registrations for all of its marks in the United States
and/or foreign countries, or that third parties will not infringe upon or
misappropriate the Company's copyrights, trademarks, service marks and similar
proprietary rights. In addition, effective copyright and trademark protection
may be unenforceable or limited in certain foreign countries, and the global
nature of the Internet makes it impossible to control the ultimate destination
of the Company's services. In the future, litigation may be necessary to enforce
and protect the Company's trade secrets, copyrights and other intellectual
property rights.

There can be no assurance that third parties will not bring copyright
or trademark infringement claims against SportsLine or claim that the Company's
use of certain technologies violates a patent. If it is determined that
SportsLine has infringed upon a third party's proprietary rights, there can be
no assurance that any necessary licenses or rights could be obtained on terms
satisfactory to the Company, if at all. The inability to obtain any required
license on satisfactory terms could have a material adverse effect on the
Company's business, results of operations and financial condition. SportsLine
may also be subject to litigation to defend against claims of infringement of
the rights of others or to determine the scope and validity of the intellectual
property rights of others. If competitors of SportsLine prepare and file
applications in the United States that claim trademarks used or registered by
the Company, SportsLine may oppose those applications and have to participate in
proceedings before the USPTO to determine priority of rights to the trademark,
which could result in substantial costs to the Company, even if the eventual
outcome is favorable to the Company. An adverse outcome could require SportsLine
to license disputed rights from third parties or to cease using such trademarks.
Any such litigation would be costly and divert management's attention, either of
which could have a material adverse effect on the Company's business, results of
operations and financial condition. Adverse determinations in such litigation
could result in the loss of certain of the Company's proprietary rights, subject
the Company to significant liabilities, require the Company to seek licenses
from third parties, or prevent the Company from selling its services, any one of
which could have a material adverse effect on SportsLine's business, results of
operations and financial condition. In addition, inasmuch as SportsLine licenses
a substantial portion of its content from third parties, its exposure to
copyright infringement actions may increase; because the Company must rely upon
such third parties for information as to the origin and ownership of such
licensed content. SportsLine generally obtains representations as to the origins
and ownership of such licensed content and generally obtains indemnification to
cover any breach of any such representations; however, there can be no assurance
that such representations will be accurate or that such indemnification will
provide adequate compensation for any breach of such representations.

The Company has applied to register in the United States a number of
marks, several of which include the term "SportsLine." The Company has filed
applications to register "SportsLine" marks in Australia and the United Kingdom.
There can be no assurance that the Company will be able to secure adequate
protection for these trademarks in the United States or in foreign countries.
Many foreign countries have a "first-to-file" trademark registration system; and
thus the Company may be prevented from registering its marks in certain
countries if third parties have previously filed applications to register or
have registered the same or similar marks. It is possible that competitors of
the Company or others will adopt product or service names similar to the
Company's, thereby impeding the Company's ability to build brand identity and
possibly leading to customer confusion. The inability of the Company to protect
its "SportsLine" mark and other marks adequately could have a material adverse
effect on the Company's business, results of operations and financial condition.

SportsLine grants users of cbs.sportsline.com a license to use the
Company's service under an agreement that prohibits the unauthorized
reproduction or distribution of SportsLine's licensed and proprietary content.
Despite

15

the Company's efforts to protect its proprietary rights, unauthorized parties
may attempt to copy aspects of the Company's service or to obtain and use
information that SportsLine or its content providers regard as proprietary.
There can be no assurance that the steps taken by the Company to protect its
proprietary rights will be adequate or that third parties will not infringe or
misappropriate SportsLine's copyrights, trademarks, service marks and similar
proprietary rights.

Employees

As of December 31, 2000, SportsLine had 465 full-time employees in the
United States and Sports.com had 187 full-time employees in Europe. In the
United States, 130 employees were in editorial and operations, 120 were in
technical and product development, 131 were in sales and marketing and 84 were
in finance and administration. In Europe, 57 employees were in editorial and
operations, 67 were in technical and product development, 32 were in sales and
marketing and 31 in finance and administration. The Company's future success
depends in large part upon its ability to attract and retain highly qualified
employees. Competition for such personnel is intense, and there can be no
assurance that SportsLine will be able to retain its senior management or other
key employees or that it will be able to attract and retain additional qualified
personnel in the future. The Company's employees are not represented by any
collective bargaining organization, and the Company considers its relations with
its employees to be good.

Infrastructure, Operations and Technology

SportsLine makes its Web sites available through multiple servers,
running on Sun Solaris, Microsoft Windows and Microsoft NT operating systems.
SportsLine uses the Netscape family of Commercial Applications Software for its
Web servers and secure credit card capture and billing for Sun-based systems and
IIS for Microsoft -based systems. Capabilities in place include bulletin boards,
mail, chat, news groups, merchandising, streaming audio and video, and
interactive Java and Shockwave applications.

SportsLine maintains computer systems at its Fort Lauderdale, Florida
corporate headquarters. The Company's headquarter operations are dependent upon
its ability to protect its systems against damage from fire, hurricanes, power
loss, telecommunications failure, break-ins, computer viruses and other events
beyond the Company's control. SportsLine maintains access to and from the
Internet through two third-party providers, each of which maintains a DS3
connection running at 45 megabits per second connected to two routers in the
Company's facility. Redundant fiber optic cables from the Company's building
connect with each local Internet provider's fiber network. SportsLine's Internet
connections are fully redundant, so that if a failure in the network or
equipment of one service provider occurs, traffic is automatically routed
through to the other provider. All of the Company's computer equipment is
powered by an uninterruptible power supply ("UPS"), which is backed up by a
diesel generator designed to provide power to the UPS within seconds of a power
outage. In addition, all of the Company's production systems are copied to
backup tapes each night and stored at a third party, off-site storage facility.
All of SportsLine's computer equipment is insured at replacement cost. Remote
data centers have been built with established, co-location providers at
facilities in Santa Clara, California, Sterling, Virginia and Elmsford, New
York, to mirror content. The majority of the Company's website traffic is served
via these co-location facilities. Distributing content provides redundancy. Each
co-location facility has the capacity to serve all of the Company's traffic from
one location. If, despite these and other precautions taken by the Company,
SportsLine's Internet access is disrupted, SportsLine's third party providers
are unable to handle higher volumes of users, or SportsLine or such third party
providers experience damage or failure that causes system disruptions or other
significant interruptions in SportsLine's operations, the Company's business,
results of operations and financial condition could be materially adversely
affected.

The Company's European subsidiary, Sports.com is heavily dependent on
SportsLine for its technical infrastructure, content building and deployment.
Sports.com's Web sites are hosted from the Company's facilities in Fort
Lauderdale, Florida, from Exodus Communications in Sterling, Virginia and from
Globix in London, England.

16

Executive Officers

The executive officers of the Company are as follows:

Name Age Position
- --------------------------------------- --------- --------------------------------------------------------------------

Michael Levy........................ 54 Chairman of the Board, President and Chief Executive Officer
Daniel L. Leichtenschlag............ 39 President of Operations and Chief Technology Officer
Mark J. Mariani..................... 44 President, Sales and Marketing
Kenneth W. Sanders.................. 44 President of Finance and Administration and Chief Financial Officer
Andrew S. Sturner................... 36 President, Corporate and Business Development
Peter Pezaris....................... 31 Senior Vice President, Product Development

Michael Levy has served as the Chairman of the Board, President and
Chief Executive Officer of the Company since its inception in February 1994.
From 1979 through March 1993, Mr. Levy served as President, Chief Executive
Officer and as a director of Lexicon Corporation, a high technology company
specializing in data communications and signal processing technology. From
January 1988 to June 1993, Mr. Levy also served as Chairman of the Board and
Chief Executive Officer of Sports-Tech International, Inc., a company engaged in
the development, acquisition, integration and sale of computer software,
equipment and computer-aided video systems used by professional, collegiate and
high school sports programs. Between June 1993 and February 1994, Mr. Levy was a
private investor.

Daniel L. Leichtenschlag has served as President of Operations and
Chief Technology Officer since January 2001. Mr. Leichtenschlag joined the
Company as Director of Operations in May 1995, was promoted to the position of
Vice President of Engineering in 1997, became the Chief Technology Officer in
1998 and Senior Vice President of Operations in June 1999. Mr. Leichtenschlag is
responsible for programming, production, technology and computer operations.
Prior to joining SportsLine.com, Mr. Leichtenschlag spent 12 years in various
technology management roles at General Electric including Manager, Systems
Development, of Genie, GE's on-line service and Manager, UNIX Software
Development.

Mark J. Mariani has served as President, Sales and Marketing, since
June 1999. He joined the Company in April 1996 as Executive Vice President,
Sales. Mr. Mariani is responsible for Sales, Marketing, Radio Operations and
Vegas Insider. From August 1991 to March 1996, Mr. Mariani served as Executive
Vice President of Sports Sales for Turner Broadcasting Sales, Inc. From June
1990 to August 1991, Mr. Mariani served as Senior Vice President and National
Sales Manager for CNN in New York, and from May 1986 to June 1990, Mr. Mariani
served as Vice President for CNN Sales Midwest. Prior to joining Turner
Broadcasting, Mr. Mariani served as an Account Executive for WBBM, an owned and
operated CBS television station in Chicago, Illinois.

Kenneth W. Sanders has served as President of Finance and
Administration and Chief Financial Officer since January 2001. Mr. Sanders
became the Vice President and Chief Financial Officer of the Company in
September 1997 and was appointed Senior Vice President in October 1998. From
January 1996 to August 1997, Mr. Sanders served as Senior Vice President, Chief
Financial Officer of Paging Network, Inc., the world's largest paging company.
From May 1993 to December 1995, Mr. Sanders served as Executive Vice President,
Chief Financial Officer and a director of CellStar Corporation, an integrated
wholesaler and retailer of cellular phones and related products. Between July
1979 and April 1993, Mr. Sanders was with KPMG Peat Marwick, most recently as an
Audit Partner from July 1990 to April 1993.

Andrew S. Sturner has served as President, Corporate and Business
Development since June 1999. He joined SportsLine as Vice President, Business
Development in June 1995 and was promoted to Senior Vice President, Business
Development in October 1998. From May 1994 to June 1995, Mr. Sturner served as
Vice President of Business Development for MovieFone, Inc., an interactive
telephone service company. From March 1993 to May 1994, Mr. Sturner served as
President of Interactive Services, an interactive audio text development company
that he co-founded in 1992. From August 1990 to March 1993, Mr. Sturner was a
bankruptcy associate at the law firm of Stroock & Stroock & Lavan.

Peter Pezaris has served as Senior Vice President, Product Development
since January 2001. Previously, Mr. Pezaris was Vice President of Fantasy,
responsible for the Company's Commissioner.com subsidiary, which

17

produces Fantasy products for CBS SportsLine.com as well as official Fantasy
games for NFL.com, MLB.com and NBA.com. In 1995, Mr. Pezaris co-founded Daedalus
World Wide Corporation ("DWWC"), the producer of Commissioner.com Fantasy
products, which was acquired by SportsLine in December 1999. Prior to founding
DWWC, Mr. Pezaris was a systems and software developer for the investment
banking firms of Bankers Trust and Salomon Brothers.

Item 2. Properties.

SportsLine's corporate headquarters are located in Fort Lauderdale,
Florida. The Company currently leases approximately 80,000 square feet under a
lease which expires in April 2010. See Note 9 of Notes to Financial Statements.
The Company has options to extend the lease for two additional five-year terms.
SportsLine also leases sales offices in Chicago, New York, Atlanta, San
Francisco, Los Angeles and Detroit, and a news operation office in Tacoma,
Washington. The Company also currently leases office space in New York City for
its fantasy operations which is in process of being relocated to Fort
Lauderdale. Sports.com currently has seven leased spaces located in London,
Leeds, Paris, Milan, Edinburgh, Madrid and Hamburg.

Item 3. Legal Proceedings.

From time to time, SportsLine may be involved in litigation relating to
claims arising out of its operations in the normal course of business. The
Company is not currently a party to any other legal proceedings, the adverse
outcome of which, individually or in the aggregate, is expected to have a
material adverse effect on SportsLine's financial position or results of
operations.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the fiscal
quarter ended December 31, 2000.

18

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.

Market Prices for the Company's Common Stock and Related Stockholder Matters

The Company's Common Stock has been traded on the Nasdaq National
Market under the symbol "SPLN" since November 13, 1997. The following table sets
forth for the periods indicated the range of high and low closing prices per
share of Common Stock, as reported by the Nasdaq National Market:

High Low
-------- --------
1999
First Quarter............................ $57.81 $17.00
Second Quarter........................... 54.75 30.69
Third Quarter............................ 40.75 17.00
Fourth Quarter........................... 63.25 25.25

2000
First Quarter............................ $57.75 $29.44
Second Quarter........................... 27.00 10.13
Third Quarter............................ 18.56 13.81
Fourth Quarter........................... 13.88 4.44

SportsLine has never paid any cash dividends on its Common Stock and
does not anticipate paying any cash dividends in the foreseeable future.
SportsLine currently intends to retain future earnings, if any, to fund the
development and growth of its business.

As of March 19, 2001, the Company had approximately 232 shareholders of
record. The Company believes that the number of beneficial owners of the Common
Stock is in excess of 300.

Sales of Unregistered Securities During the Year Ended December 31, 2000

(1) In February 2000, the Company issued 500,000 shares to CBS upon
exercise of warrants for cash consideration of $11,500,000.

(2) In March 2000, pursuant to the original terms of the June 1998
acquisition of International Golf Outlet, Inc., the Company issued to the
shareholders of International Golf Outlet a total of 28,439 additional shares of
Common Stock.

(3) In April 2000, the Company issued to Data Broadcasting Corporation
277,152 shares of Common Stock in connection with the acquisition of DBC Sports.

(4) During the year ended December 31, 2000, upon exercise of warrants
by holders other than CBS, the Company issued a total of 57,000 shares of Common
Stock for aggregate cash consideration of $365,000, as follows:

Consideration
Number of shares received by
Holder of Warrants received SportsLine
- ------------------ -------- ----------
Cal Ripken, Jr............................. 10,000 $ 100,000
Joe Montana - Big Sky, Inc................. 18,000 90,000
Carmen Policy.............................. 6,000 45,000
Ed DeBartolo............................... 6,000 45,000
Armato-Is-Shaq Enterprises, LLC............ 17,000 85,000

19

No underwriter was involved in any of the above sales of securities.
All of the above securities were issued in reliance upon the exemption set forth
in Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), on the basis that they were issued under circumstances not involving a
public offering.

Item 6. Selected Financial Data.

The following data should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto included in Item 8 of this
Form 10-K. The selected consolidated balance sheet data set forth below as of
December 31, 1999 and 2000, and the selected consolidated statement of
operations data for the three years ended December 31, 2000 have been derived
from the Company's audited consolidated financial statements.

Year Ended December 31, (1)
(unaudited)
U.S. Sports.com Total U.S. Sports.com Total
---- ---------- ----- ---- ---------- -----
2000 2000 2000 1999 1999 1999 1998 1997 1996
-------- -------- --------- -------- ------- -------- -------- -------- --------
Statement of Operations Data: (In thousands, except share and per share data)

Revenue..................... $ 87,458 $ 8,429 $ 95,887 $ 58,284 $ 1,994 $ 60,278 $ 30,551 $ 12,014 $ 3,058
Cost of revenue............. 28,070 12,931 41,001 31,536 2,542 34,078 17,231 10,431 4,233
-------- -------- --------- -------- ------- -------- -------- -------- --------
Gross margin (deficit)...... 59,388 (4,502) 54,886 26,748 (548) 26,200 13,320 1,583 (1,175)
Operating expenses:
Product development....... 1,791 - 1,791 1,587 - 1,587 1,313 2,541 1,445
Sales and marketing....... 37,224 13,719 50,943 34,463 1,989 36,452 20,481 14,019 7,115
General and
administrative......... 26,726 10,365 37,091 17,306 2,757 20,063 13,159 8,305 5,644
Depreciation and
amortization........... 39,545 2,341 41,886 24,809 997 25,806 17,104 11,689 993
Other non-recurring
charge for
settlement of
litigation............. - - - - - - 1,100 - -
-------- -------- --------- -------- ------- -------- -------- -------- --------
Total operating expenses.. 105,286 26,425 131,711 78,165 5,743 83,908 53,157 36,554 15,197
-------- -------- --------- -------- ------- -------- -------- -------- --------
Loss from operations........ (45,898) (30,927) (76,825) (51,417) (6,291) (57,708) (39,837) (34,971) (16,372)
Interest expense............ (1,081) (3) (1,084) (4,392) - (4,392) (118) (146) (161)
Interest and other income,
net...................... 10,142 2,772 12,914 8,783 193 8,976 4,446 940 430
Loss on equity investments.. (127,653) - (127,653) - - - - - -
Gain on termination of
agreements............... 78,766 - 78,766 - - - - - -
Gain on sale of
e-commerce subsidiaries.. 7,814 - 7,814 - - - - - -
-------- -------- --------- -------- ------- -------- -------- -------- --------
Loss before extraordinary
gain..................... (77,910) (28,158) (106,068) (47,026) (6,098) (53,124) (35,509) (34,177) (16,103)
Extraordinary gain on
extinguishment of
debt..................... - - - 36,027 - 36,027 - - -
-------- -------- --------- -------- ------- -------- -------- -------- --------
Net loss................... $(77,910) $(28,158) $(106,068) $(10,999) $(6,098) $(17,097) $(35,509) $(34,177) $(16,103)
======== ======== ========= ======== ======= ======== ======== ======== ========
Loss per share before
extraordinary gain........ $ (4.04) $ (2.31) $ (1.94) $ (3.08) $ (2.31)
Extraordinary gain ....... - 1.57 - - -
--------- -------- -------- -------- --------
Net loss per share--basic
and diluted.............. $ (4.04) $ (0.74) $ (1.94) $ (3.08) $ (2.31)
========= ======== ======== ======== ========
Weighted average common
and common equivalent
shares outstanding--
basic and diluted........ 26,245,946 23,018,224 18,305,927 11,107,534 6,971,369
========== ========== ========== ========== =========

December 31,
---------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(in thousands)

Balance Sheet Data:
Cash and marketable securities................ $125,765 $120,973 $ 85,242 $ 33,988 $ 15,250
Working capital............................... 127,119 97,229 64,509 31,284 12,519
Total assets.................................. 258,171 271,461 137,655 45,726 19,984
Long-term obligations, net of current
maturities................................. 19,608 19,608 207 458 685
Total shareholders' equity.................... 139,097 224,656 118,963 36,985 15,426

(1) The selected financial data gives effect to acquisitions, which were
accounted for under the "pooling-of-interests" accounting method. See Note 3 of
Notes to Consolidated Financial Statements.

20

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain risk factors, including those set forth under "Risk Factors
that May Affect Future Results," below and elsewhere in this Report. The
following discussion also should be read in conjunction with the information set
forth in "Item 6. Selected Financial Data" and the Company's Consolidated
Financial Statements and Notes thereto included in "Item 8. Financial Statements
and Supplementary Data" of this Annual Report on Form 10-K.

Overview

The Company derives most of its revenue from advertising. The Company
also derives revenues from content licensing, membership and premium services
and e-commerce. Advertising revenue, content licensing, fees from memberships
and premium services and e-commerce revenue, constituted approximately 81%, 12%
and 7% and 0%, respectively, of the Company's total revenue in 2000; 50%, 14%,
9% and 27% respectively, of the Company's total revenue in 1999; and 58%, 14%,
16% and 12%, respectively, of the Company's total revenue in 1998.

Advertising revenue has been derived principally from short-term
advertising contracts on a per impression basis or for a fixed fee based on a
minimum number of impressions. Advertising revenue also includes sponsorship
opportunities that enable advertisers to associate their corporate messages with
the Company's coverage of athletes and marquee events for a fee. Although most
of the content on the Company's Web sites is free, users of the Company's Web
sites can purchase memberships and premium services for a fee.

Advertising revenue is recognized in the period in which the
advertisement is displayed, provided that no significant obligations remain and
collection of the resulting receivable is probable. Company obligations
typically include guarantees of a minimum number of "impressions," or times that
advertisements appear in page views downloaded by users. Content licensing
revenue is recognized over the period of the license agreement as the Company
delivers its content. Revenue relating to annual memberships and seasonal sports
contests is recognized ratably over the life of the membership agreement or
contest period. Accordingly, amounts received for which services have not yet
been provided are recorded as deferred revenue on the Company's balance sheets.
E-commerce revenue is recognized once the product has been shipped and payment
is reasonably assured.

The Company acquired International Golf Outlet, Inc. in June 1998 and
TennisDirect.com, Inc. in August 1999, and accounted for these transactions
using the purchase method of accounting. The purchases resulted in goodwill of
$3,180,000 which was being amortized over an estimated life of ten years. In May
1999, the Company acquired Golf Club Trader, Inc. The purchase was accounted for
using the pooling-of-interests method of accounting. As of January 2000, these
three companies were sold to MVP.com, Inc. ("MVP") in exchange for an equity
interest in MVP, resulting in a one-time gain of $7,814,000. In addition, the
Company entered into a 10-year strategic e-commerce and marketing agreement with
MVP pursuant to which MVP operated the Company's domestic e-commerce business.
These transactions with MVP resulted in the Company receiving an investment in
MVP with an estimated fair value of $100,000,000. During the third and fourth
quarters of 2000, the Company deemed its investment in MVP to be permanently
impaired and wrote off the entire investment of $100,000,000. The Company's
determination was based on the market downturn during the third and fourth
quarters of 2000 which caused similar declines in publicly-traded internet
e-commerce companies' market values, the difficulty experienced by MVP in
raising additional capital and an assessment of MVP's financial condition and
prospects. In November 2000, the Company terminated its marketing agreement with
MVP due to MVP's breach of certain provisions of the agreement. In January 2001,
the Company acquired certain assets of MVP including the domain names,
trademarks and certain other assets associated with the mvp.com,
planetoutdoors.com, igogolf.com, golfclubtrader.com and tennisdirect.com Web
sites. As of February 1, 2001, MVP ceased operations and assigned all of its
assets and liabilities for the benefit of its creditors.

In December 1999, the Company received an investment of $15,247,000 as
part of a promotional and advertising agreement with Internet Sports Network
("ISN"). ISN ceased operations as of December 29, 2000 as a result of which the
Company wrote off the entire investment in the fourth quarter of 2000.
Furthermore, several of the Company's other equity investments in certain
Internet companies have been adversely affected by the market downturn and these
were written down by $12,406,000.

21

Sports.com was formed in May 1999. In May 1999, Sports.com purchased
SportsWeb, which was accounted for using the purchase method of accounting, and
resulted in goodwill of $584,000 that is being amortized over five years. In
June 1999, Sports.com acquired the sports division of Infosis Group. The Company
also accounted for this transaction using the purchase method of accounting
resulting in goodwill of $2,526,000, which is being amortized over five years. A
liability of $59,809,000 has been reflected in the Company's consolidated
balance sheet as of December 31, 2000 to reflect the minority interests in
Sports.com. The Company consolidates 100% of the losses of Sports.com which has
historically been offset by the allocation of a portion of such losses to third
party holders of Sports.com common stock. However, pursuant to United States
generally accepted accounting principles, the Company is only able to allocate
such losses to third party holders of common stock up to the amount of such
third parties' investment in the common stock. Accordingly, in future periods,
the Company expects to recognize 100% of the losses of Sports.com without
offsets. Sports.com accounted for approximately 9% of total revenue in 2000
compared to 3% in 1999.

The Company acquired Daedulus Worldwide, Inc. in December 1999. The
transaction was accounted for using the purchase method of accounting. The
purchase resulted in goodwill of $31,880,000, which will be amortized over an
estimated life of seven years. In December 2000, a $12,000,000 liability was
recorded pursuant to the purchase agreement, which provided for additional
consideration in exchange for meeting certain performance thresholds. This
additional consideration caused goodwill to increase by $12,000,000 and is being
amortized over the remaining life. See Notes 3 and 6 of Notes to Consolidated
Financial Statements.

In April 2000, the Company's wholly-owned subsidiary, VegasInsider,
purchased the DBC Sports division of Data Broadcasting Corporation. The
transaction was accounted for using the purchase method of accounting. The
purchase price resulted in goodwill of $11,831,000, which is being amortized
over an estimated life of seven years. Pursuant to the purchase agreement, the
Company guaranteed the value of the shares of common stock issued as
consideration for the purchase. Due to the subsequent decline in the trading
price of the Company's common stock, the Company expects to re-purchase the
shares issued in this acquisition for approximately $12.5 million in cash during
the second quarter of 2001. DBC Sports originates and sells odds and other
statistical data to certain Las Vegas casinos.

Recent Developments

In January 2001, SportsLine entered into multi-year relationships with
the National Basketball Association and the Women's National Basketball
Association. The relationship includes licensing rights, sponsorships, an
interactive talk show, the production of a fantasy game for NBA.com and various
cross-promotional opportunities.

In February 2001, Sports.com launched an online betting service in the
United Kingdom. Sport.com's betting operation is managed by a team with
significant experience in the United Kingdom and international betting industry.
Sports.com's betting service is not accessible from, and does not permit
wagering from, the United States, Canada or any other jurisdiction where on-line
wagering is known to be prohibited. Furthermore, wagering will not be available
for United States or Canada based sporting events.

In January 2001, SportsLine entered into a multi-year e-commerce
partnership with USA Networks, Inc.'s Electronic Commerce Solutions "ECS". ECS
will be the exclusive operator of SportsLine's online stores. Also SportsLine
acquired certain assets of MVP.com, Inc., which will also be included in the
e-commerce partnership with ECS.

Results of Operations

Revenue

Total revenue for the year ended December 31, 2000 was $95,887,000
compared to $60,278,000 for the year ended December 31, 1999 and $30,551,000 for
the year ended December 31, 1998. The increase in revenue in each period was
primarily due to increased advertising sales and content licensing.

Advertising revenue increased by $47,696,000 in 2000 compared to 1999
and by $12,272,000 in 1999 compared to 1998. Advertising revenue for 2000, 1999
and 1998 accounted for approximately 81%, 50% and 58%, respectively, of total
revenue. Advertising revenue increased primarily as a result of a higher number
of impressions

22

sold and additional sponsors advertising on the Company's Web sites.
Contributing to the increase in advertising sales during the 2000 were (i)
increased spending by repeat traditional advertisers such as Anheuser Busch,
MasterCard, and Miller Lite; (ii) increased revenue related to golf coverage as
a result of the Company capitalizing on its relationship with the PGA TOUR;
(iii) increased cross-selling efforts pursuant to the Company's relationship
with CBS, particularly during the NCAA Football, NCAA Basketball and NFL
seasons; and (iv) the increase in users of the Company's fantasy products that
resulted from providing these products free which enabled the Company to sell
more sponsorships to advertisers such as Miller Lite. Also contributing to the
increase in advertising revenue during 2000 was the Company's advertising and
promotion agreement with MVP which was effective January 1, 2000; however this
agreement was terminated in November 2000 due to MVP's breach of certain
provisions of the agreement . Additionally, during 1999 and 2000, the Company
increased the number of impressions available for advertising by increasing its
content and through its agreements to create official sites for special events
such as the MLB post season, the PGA Championship and Super Bowl XXXV.
International advertising revenue accounted for approximately 6% and 3% of total
advertising revenue during 2000 and 1999, respectively.

Membership and premium services revenue increased $655,000 in 2000
compared to 1999 and $597,000 in 1999 compared to 1998. In January 1999, the
Company launched "SportsLine Rewards," a program that offers bonus points to
members for viewing pages and making purchases. These points can be redeemed for
discounts on merchandise, special events and other premium items. Additionally,
commencing in the second quarter of 2000 the Company began to recognize
subscription revenue relating to sales of statistical data and other content as
a result of its acquisition of DBC Sports. In July 2000, the Company began
offering its fantasy products and services for free which will result in a
decline in subscription service revenue in future periods. However, the Company
expects this new strategy to result in an increase in fantasy players and
enhance its ability to generate incremental advertising revenue through database
marketing and new sponsorship and advertising sales.

E-commerce revenue decreased to $126,000 in 2000 compared to
$16,486,000 in 1999 and $3,600,000 in 1998. Effective January 1, 2000, the
Company sold its domestic e-commerce business to MVP. E-commerce revenue
currently consists solely of revenue generated by Sports.com. In November 2000,
the Company terminated its relationship with MVP due to MVP's breach of certain
provisions of the agreement. In January 2001, a new multi-year agreement was
reached with USA Networks.

Content licensing and other revenue increased by $3,618,000 in 2000
compared to 1999 and $3,972,000 in 1999 compared to 1998 primarily due to the
Company's agreement with AOL and fees generated by Sports.com for the production
of the official French Olympic site. The Company's agreement with Excite expired
in December 2000, and its agreement with AOL expires in October 2001.
Accordingly, unless the Company enters into new content licensing agreements or
extends the AOL agreement, management expects content licensing revenue to
decline in future periods.

As of December 31, 2000, the Company had deferred revenue of $5,291,000
relating to cash, equity investments and receivables for which services had not
yet been provided.

Barter transactions, in which the Company received advertising or other
services or goods in exchange for content or advertising on its Web sites,
accounted for approximately 17%, 17% and 19% of total revenue for 2000, 1999 and
1998, respectively. In future periods, management intends to maximize cash
advertising and content licensing revenue, although the Company will continue to
enter into barter relationships when deemed appropriate.

Equity transactions, in which the Company received equity in companies
in exchange for advertising and promotion accounted for approximately 16%, 0%
and 0% of total revenue for the years ended December 31, 2000, 1999 and 1998,
respectively. The majority of the equity related revenue was derived from two
agreements which have been terminated as of December 31, 2000. Therefore, the
Company expects that, unless new agreements are entered into, equity related
revenue will decrease in future periods.

The Company expects total consolidated revenue for the quarter ended
March 31, 2001 to be between $22,000,000 and $23,000,000. However, these
projections are subject to uncertainty. See "--Risk Factors that May Affect
Future Results."

23

Cost of Revenue

Cost of revenue consists primarily of content fees to third parties and
payroll and related expenses for the editorial and operations staff that are
responsible for creating content on the Company's Web sites and radio programs.
Telecommunications, Internet access and computer related expenses for the
support and delivery of the Company's services are also included in cost of
revenue. Also included in cost of revenue are royalty and other payments paid to
content providers, technology and marketing partners and celebrity athletes
based on membership levels or percentage of revenue generated subject, in
certain instances, to specified minimum amounts.

Cost of revenue was $41,001,000 in 2000 compared to $34,078,000 and
$17,231,000 in 1999 and 1998, respectively. The increase in cost of revenue from
1999 to 2000 was primarily the result of increased revenue sharing under the
Company's agreements with CBS, Major League Baseball, PGA TOUR and others which
represented 14% of total revenue in the year 2000 as compared to 12% of total
revenue in 1999. Cost of revenue also increased due to increases in the costs of
content fees and telecommunications needed to support and deliver services. Also
contributing to the increase was Sports.com's production costs related to the
French Olympic site and the continuing high level of employee costs required for
its start up. Sports.com accounted for 32% of total consolidated cost of revenue
in 2000. The foregoing increases were partially offset by the reduction in cost
of sales of merchandise in 2000. The increase from 1998 to 1999 was primarily
the result of increases in editorial and operations staff to support the
production of sports-related information and programming on the Company's Web
sites and the content requirements under the AOL agreement as well as the
official sites of Major League Baseball and PGATOUR.com. As a percentage of
revenue, cost of revenue decreased to 43% for 2000 from 57% and 56% for 1999 and
1998, respectively.

Operating Expenses

Product Development. Product development expense consists primarily of
employee compensation and related expenses required to support the continuing
development of proprietary sports information and entertainment applications,
services, technologies, interfaces, and content. These costs include the
Company's effort to develop streaming media content and players, advanced java
applications, ShockWave/Flash games and contests, wireless applications and
technologies, broadband content, and enhanced user interfaces across all
products. These costs are expensed as incurred.

Product development expense was $1,791,000 in 2000 compared to
$1,587,000 and $1,313,000 in 1999 and 1998, respectively. The increase in
product development expense in 2000 is primarily the result of increased product
development personnel and consultants. The Company believes that significant
investments in product development are required to remain competitive.
Consequently, the Company intends to continue to invest resources in product
development. As a percentage of revenue, product development expense decreased
to 2% for 2000 from 3% and 4%, for 1999 and 1998, respectively.

Sales and Marketing. Sales and marketing expense consists of salaries
and related expenses, advertising, marketing, promotional, business development
and public relations expenses and member acquisition costs. Member acquisition
costs consist primarily of the direct costs of member solicitation, including
advertising on other Web sites and the cost of obtaining qualified prospects
from direct marketing programs and from third parties. The Company expenses
member acquisition costs as incurred.

Sales and marketing expense was $50,943,000 in 2000 compared to
$36,452,000 and $20,481,000 in 1999 and 1998, respectively. The increase in
domestic sales and marketing expense was primarily the result of increased
television advertising and other advertising expenses related to the launch of
the Company's free fantasy offerings. Additional expense related to Sports.com
included major sponsorships of sports news on European radio stations.
Sports.com accounted for 27% of sales and marketing expense in 2000, compared to
5% in 1999. These increases were partially offset by expenses eliminated or
reduced as a result of the sale of the Company's domestic e-commerce business
effective January 1, 2000. The Company intends to continue to aggressively
promote the SportsLine.com and the Sports.com brands worldwide to attract
traffic and new users to its Web sites. Barter transactions accounted for
approximately 31%, 30% and 27% of sales and marketing expense for 2000, 1999 and
1998, respectively. The increase in the proportionate amount of barter expense
was due to the use of barter for content licensing during 2000 and 1999. As a
percentage of revenue, sales and marketing expense decreased to 53% for 2000
from 60% and 67% for 1999 and 1998, respectively.

24

General and Administrative. General and administrative expense consists
of salary and related costs for executive, finance and accounting, technical and
customer support, human resources and administrative functions as well as
professional service fees. General and administrative expense was $37,091,000 in
2000 compared to $20,063,000 and $13,159,000 in 1999 and 1998, respectively. The
increase in general and administrative expense in each period was primarily
attributable to salary and related expenses for additional personnel.
Additionally, rent and related expenses increased due to the relocation of the
Company's corporate headquarters to a new state of the art facility and an
increase in expenses for system support of the Company's on-going technological
operations. Sports.com accounted for 28% of total general and administrative
expense in 2000. The Company expects that Sports.com will continue to incur
additional start up expenses as it expands in the European market. As a
percentage of revenue, general and administrative expense increased to 39% for
2000 from 33% for 1999 and decreased compared to 43% for 1998.

Depreciation and Amortization. Depreciation and amortization expense
consists of the depreciation of property and equipment, amortization of costs
associated with consulting agreements and, beginning in March 1997, the
amortization of deferred advertising and content costs relating to the CBS
agreement. Depreciation and amortization expense was $41,886,000 in 2000
compared to $25,806,000 and $17,104,000 in 1999 and 1998, respectively. The
increase in depreciation and amortization in 2000 from 1999 was due to the
following factors: (i) the acquisition of Daedalus Worldwide, Inc. and DBC
Sports in December 1999 and April 2000, respectively, resulting in an increase
in goodwill amortization; (ii) agreements entered into with the PGA TOUR and
Westwood One involving the issuance of shares and warrants during the second and
third quarters of 1999, making 2000 the first full year of amortization of these
agreements; and (iii) an additional $3,000,000 of amortization expense in 2000
compared to 1999 related to the CBS agreement. The increase in depreciation and
amortization from 1998 to 1999 was partially due to the Company's agreements
with AOL , which began in October 1998, and partially due to the February 1999
amendment to the CBS agreement which resulted in additional warrants issued to
CBS. Depreciation and amortization increased over all periods presented due to
depreciation expense related to increased purchases of fixed assets and
leasehold improvements. The Company expects depreciation and amortization
expense to continue to increase as a result of the agreements mentioned above
and the goodwill amortization of acquisitions.

Under the Company's agreement with CBS, the Company has issued shares
of common stock and warrants to purchase Common Stock in consideration of CBS's
advertising and promotional efforts and its license to the Company of the right
to use certain CBS logos and television-related sports content. The value of the
advertising and content has been recorded in the balance sheet as deferred
advertising and content costs and is amortized as depreciation and amortization
expense over each related contract year. See Note 6 of Notes to Consolidated
Financial Statements. In February 1999, the Company amended its agreement with
CBS to extend the original term of the agreement for five years, through 2006.
Commencing in calendar year 1999, CBS began providing advertising and promotion
in accordance with a fixed promotion schedule. At the time of the amendment, the
Company accelerated the issuance to CBS of 1,052,937 shares of Common Stock and
warrants to purchase 760,000 shares of Common Stock, which originally were to be
issued in 2000 and 2001. The Company also issued to CBS new warrants to purchase
1,200,000 shares of Common Stock, which vested on various dates through January
2001, and agreed to issue to CBS on specified dates in each of the sixth through
tenth contract years Common Stock having a fair market value of $20.0 million on
each issue date. Total expense under the CBS agreement was $17,286,000 for 2000
and $14,096,000 and $12,002,000 for 1999 and 1998, respectively, and will be
$17,286,000 in 2001, and $22,286,000 annually from 2002 to 2006.

Under the Company's current agreement with AOL, which expires in
October 2001, the Company has issued shares of Common Stock and warrants to
purchase Common Stock and made a cash payment in consideration of AOL's
advertising and promotional efforts. The value of the advertising has been
recorded in the balance sheet as deferred advertising costs and is amortized to
depreciation and amortization expense over each related contract year. In
December 1999, the Company realized a benefit of approximately $3.4 million
resulting from the reversal of the liability related to the Company's agreement
with AOL. Such benefit was reflected as a reduction to depreciation and
amortization expense in 1999. See Note 6 of Notes to Consolidated Financial
Statements. Total expense under the AOL agreement was $4,499,000, $4,220,000 and
$1,992,000 for 2000, 1999 and 1998, respectively, and will be $4,227,000 in
2001.

Under the Company's agreement with Westwood One, which became effective
in August 1999, the Company issued shares of Common Stock in consideration for a
three-year promotional and programming agreement. The value of the Common Stock
has been recorded on the balance sheet as deferred consulting costs and is
amortized to depreciation and amortization expense over each related contract
year. Total expense under the

25

Westwood One agreement was $3,000,000 for 2000 and $750,000 for 1999, and will
be $3,000,000 in 2001 and $2,250,000 in 2002.

Under the Company's agreement with the PGA TOUR, which became effective
in April 1999, the Company paid an up-front licensing fee of $8,500,000. The
licensing fee has been recorded on the balance sheet as licensing rights and is
being amortized to depreciation and amortization expense over each related
contract year. Total amortization expense under the PGA TOUR agreement was
$2,267,000 for 2000 and $1,700,000 for 1999, and will be $2,267,000 per year
from 2001 to 2003 and $567,000 in 2004.

Interest Expense. Interest expense was $1,084,000 in 2000 compared to
$4,392,000 and $118,000 in 1999 and 1998, respectively. The decrease in interest
expense in 2000 from 1999 was primarily due to the retirement in the third and
fourth quarters of 1999 of approximately $130,000,000 of the $150,000,000
principal amount of Convertible Subordinated Notes, which were originally issued
in March 1999. Interest expense during 1999 consisted primarily of interest paid
on the Convertible Subordinated Notes.

Interest and Other Income, Net. Interest and other income, net
primarily represents interest earned on cash and cash equivalents and marketable
securities. Interest and other income, net was $12,914,000 in 2000 compared to
$8,976,000 and $4,446,000 in 1999 and 1998, respectively. The increase in 2000
was primarily attributable to the higher average balances of cash and cash
equivalents and marketable securities. Sports.com contributed to the increase by
recording a realized gain on currency exchange upon receipt of funding of a
private placement of preferred stock during the first quarter of 2000. The
increase in 1999 was primarily attributable to the Company's investment of the
proceeds of the Convertible Subordinated Notes issued in March 1999.

Loss on Equity Investments. Several of the Company's equity investments
in certain Internet companies were written off in 2000. During the third and
fourth quarters of 2000, the Company deemed its investment in MVP to be
permanently impaired and wrote off the entire value of that investment. The
Company's determination was based on the market downturn during the third and
fourth quarters of 2000 which caused similar declines in publicly-traded
internet e-commerce companies' market values, the difficulty experienced by MVP
in raising additional capital and an assessment of MVP's financial condition and
prospects. Several of the Company's other equity investments in certain Internet
companies also were adversely affected by the market downturn and were written
down. As a result, in 2000 the Company recorded a non-cash charge of
$127,653,000 to write down the value of these investments. Currently, the
carrying cost of investments of Internet companies on the Company's balance
sheet is less than $1,000,000.

Gain on Termination of Advertising Agreements. Due to the termination
of the Company's relationships with MVP and Internet Sports Network during 2000
the Company is no longer obligated to perform under either of these agreements.
The Company recognized a one-time gain in the amount of $78,766,000 in 2000 to
reverse the deferred revenue on the balance sheet related to these two
agreements.

Gain on Sale of E-Commerce Subsidiaries. Effective January 1, 2000, the
Company sold to MVP three of its subsidiaries, which engaged in e-commerce
activity (International Golf Outlet, Inc., Golf Club Trader, Inc. and
TennisDirect.com, Inc.). The sale resulted in a one-time gain of $7,814,000 in
2000.

Extraordinary Gain. During the second half of 1999, the Company
repurchased $130,392,000 of its Convertible Subordinated Notes for approximately
$90,100,000. As a result, in 1999 the Company recognized an extraordinary gain
of $36,027,000, net of unamortized debt issuance costs.

Income Taxes. No provision for Federal and state income taxes has been
recorded as the Company incurred net operating losses for each period presented.
As of December 31, 2000, the Company had approximately $97,000,000 of net
operating loss carryforwards for Federal income tax purposes, expiring beginning
in 2009, available to offset future taxable income. Additionally, the Company
had approximately $90,000,000 of capital loss carryforward. Given the Company's
losses incurred to date and the difficulty in accurately forecasting the
Company's future results, management does not believe that the realization of
the related deferred income tax assets meets the criteria required by United
States generally accepted accounting principles and, accordingly, a full 100%
valuation allowance has been recorded to reduce the deferred income tax assets
to zero. See Note 8 of Notes to Consolidated Financial Statements.

26

Quarterly Results of Operations (unaudited)

The tables below set forth the quarterly operating results for 2000 and
1999. This information is unaudited, but in the opinion of the Company reflects
all adjustments (consisting only of normal recurring adjustments) that the
Company considers necessary for a fair presentation of such information in
accordance with United States generally accepted accounting principles. The
results for any quarter are not necessarily indicative of results for any future
period.

Quarter Ended
-------------
(in thousands except share and per share data)
----------------------------------------------
Mar. 31 Jun. 30 Sep. 30 Dec. 31
------- ------- ------- -------
2000 2000 2000 2000
---- ---- ---- ----

REVENUE ................................................... $ 22,678 $ 24,317 $ 26,709 $ 22,183
COST OF REVENUE ........................................... 8,654 10,512 12,219 9,616
----------- ----------- ----------- -----------
GROSS PROFIT .............................................. 14,024 13,805 14,490 12,567
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Product development ..................................... 441 392 435 523
Sales and marketing ..................................... 12,050 13,481 14,111 11,301
General and administrative.............................. 9,612 9,544 8,971 8,964
Depreciation and amortization ........................... 10,250 10,103 10,296 11,237
----------- ----------- ----------- -----------
Total operating expenses ...................... 32,353 33,520 33,813 32,025
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS ...................................... (18,329) (19,715) (19,323) (19,458)
INTEREST EXPENSE .......................................... (289) (287) (319) (189)
INTEREST AND OTHER INCOME, net ............................ 3,608 3,012 3,381 2,913
GAIN (LOSS) ON EQUITY INVESTMENTS.......................... - - (114,285) (13,368)
GAIN ON TERMINATION OF AGREEMENTS.......................... - - - 78,766
GAIN ON SALE OF E-COMMERCE SUBSIDIARIES ................... 7,814 - - -
----------- ----------- ----------- -----------
NET INCOME (LOSS) ......................................... $ (7,196) $ (16,990) $ (130,546) $ 48,664
============ ============ =========== ===========
Net income (loss) per share - basic................... $ (0.28) $ (0.64) $ (4.94) $ 1.84
============ ============ =========== ===========
Net income (loss) per share - diluted................. $ (0.28) $ (0.64) $ (4.94) $ 1.83
============ ============ =========== ===========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING -
BASIC.................................................... 25,713,275 26,360,787 26,435,512 26,444,907
=========== =========== =========== ===========
DILUTED.................................................. 25,713,275 26,360,787 26,435,512 26,599,023
=========== =========== =========== ===========

Quarter Ended
-------------
(in thousands except share and per share data)
----------------------------------------------
Mar. 31 Jun. 30 Sep. 30 Dec. 31
------- ------- ------- -------
1999 1999 1999 1999
---- ---- ---- ----

REVENUE.................................................... $ 11,057 $ 13,023 $ 15,155 $ 21,043
COST OF REVENUE ........................................... 5,383 6,784 8,329 13,582
----------- ----------- ----------- -----------
GROSS PROFIT............................................... 5,674 6,239 6,826 7,461
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Product development...................................... 357 405 358 467
Sales and marketing...................................... 6,786 8,251 10,659 10,756
General and administrative............................... 3,861 4,157 5,930 6,115
Depreciation and amortization............................ 5,844 6,715 7,631 5,616
----------- ----------- ----------- -----------
Total operating expenses ...................... 16,848 19,528 24,578 22,954
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS ...................................... (11,174) (13,289) (17,752) (15,493)
INTEREST EXPENSE........................................... (186) (2,078) (1,631) (497)
INTEREST AND OTHER INCOME, net............................. 1,232 2,986 2,663 2,095
LOSS BEFORE EXTRAORDINARY GAIN............................. (10,128) (12,381) (16,720) (13,895)
EXTRAORDINARY GAIN ON EXTINGUISHMENT OF
DEBT .................................................... - - 21,809 14,218
----------- ----------- ----------- -----------

27

Quarter Ended
-------------
(in thousands except share and per share data)
----------------------------------------------
Mar. 31 Jun. 30 Sep. 30 Dec. 31
------- ------- ------- -------
1999 1999 1999 1999
---- ---- ---- ----

NET INCOME (LOSS).......................................... $ (10,128) $ (12,381) $ 5,089 $ 323
=========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE - BASIC
Loss per share before extraordinary gain.............. $ (0.47) $ (0.55) $ (0.72) $ (0.57)
Extraordinary gain.................................... - - $ 0.94 $ 0.59
----------- ----------- ----------- -----------
Net income (loss) per share - basic................... $ (0.47) $ (0.55) $ 0.22 $ 0.02
=========== =========== =========== ===========
Net income (loss) per share - diluted................. $ (0.47) $ (0.55) $ 0.22 $ 0.02
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING -
BASIC.................................................... 21,694,499 22,627,219 23,262,812 24,302,483
=========== =========== =========== ===========
DILUTED.................................................. 21,694,499 22,627,219 23,262,812 24,302,483
=========== =========== =========== =============

Liquidity and Capital Resources

As of December 31, 2000, the Company's primary source of liquidity
consisted of $66,713,000 in cash and cash equivalents. As of December 31, 2000,
the Company also had $59,052,000 in current marketable securities, which mature
at various dates from January 2001 to May 2001.

As of December 31, 2000, current deferred advertising and content costs
totaled $18,969,000, which represented costs related to the CBS and AOL
agreements to be amortized to depreciation and amortization expense during 2001.
Long term deferred advertising and content costs related to the CBS agreement
totaled $11,428,000 at December 31, 2000. Accrued liabilities totaled
$19,962,000 as of December 31, 2000, an increase of $7,834,000 from December 31,
1999, primarily due to increases in accruals for cost of revenue sharing,
professional fees, marketing and advertising expenses and accrued expenses
relating to Sports.com.

Net cash used in operating activities was $34,257,000, $29,710,000 and
$25,295,000 for 2000, 1999 and 1998, respectively. In 2000, domestic net cash
used in operating activities was $12,110,000 and international net cash used in
operating activities was $22,147,000. The principal uses of cash for all periods
were to fund the Company's net losses from operations, partially offset by
increases in accounts payable, accrued liabilities and depreciation and
amortization and other noncash charges.

Net cash used in investing activities was $5,995,000, $34,190,000 and
$69,185,000 for 2000, 1999 and 1998, respectively. The principal uses in 2000
were for purchases of property and equipment offset by sales of marketable
securities. The principal uses in 1999 were for purchases of current and
noncurrent marketable securities, purchases of property and equipment and
licensing rights. In 1998 the principal use was for the purchases of current and
noncurrent marketable securities and to a lesser extent property and equipment.

Net cash provided by financing activities was $66,474,000, $78,184,000
and $93,682,000 for 2000, 1999 and 1998, respectively. Financing activities in
2000 consisted principally of the issuance of a private placement of preferred
stock by Sports.com and the exercise of warrants by CBS. In January 2000,
Sports.com raised $52,500,000 through the issuance of Series B Preferred Stock.
Proceeds from the funding are being used for working capital and other general
corporate purposes, including expansion into new countries, additional marketing
and advertising sales activities and capital expenditures. In February 2000, CBS
exercised warrants to purchase 500,000 shares of Common Stock resulting in net
proceeds of $11,500,000. Financing activities in 1999 consisted principally of
the issuance and repurchase of Convertible Subordinated Notes. In March 1999,
the Company completed an offering of $150,000,000 aggregate principal amount of
5% Convertible Subordinated Notes due 2006. Total net proceeds to the Company
from this offering were approximately $145,443,000. During the third and fourth
quarters of 1999, the Company repurchased $130,300,000 of its Convertible
Subordinated Notes for approximately $90,100,000, and as a result, the Company
recognized an extraordinary gain of $36,000,000, net of amortized debt issuance
costs. Convertible Subordinated Notes in an aggregate principal amount of
approximately $20,000,000 remain outstanding. In 1998, financing activities
consisted principally of the issuance of equity securities, including shares of
Common Stock sold in the Company's secondary public offering.

28

The Company has entered into various licensing, royalty and consulting
agreements with content providers, vendors, athletes and sports organizations,
which agreements provide for consideration in various forms, including issuance
of warrants to purchase Common Stock and payment of royalties, bounties and
certain other guaranteed amounts on a per member and/or a minimum dollar amount
basis over terms ranging from one to ten years. Additionally, some of these
agreements provide for a specified percentage of advertising and merchandising
revenue to be paid to the athlete or organization from whose Web site the
revenue is derived. As of December 31, 2000, the minimum guaranteed payments
required to be made by the Company under such agreements were $6,484,000.

Although the Company has no material commitments for capital
expenditures, it anticipates purchasing approximately $15 million of property
and equipment during 2001, including $10 million related to its domestic
operations and $5 million related to Sports.com. The capital expenditures will
relate to infrastructure and system needs for the Company's European expansion
as well as normal operating and financial system improvements. Additionally, the
Company intends to continue to pursue acquisitions of or investments in
businesses, services and technologies that are complementary to those of the
Company.

The Company believes that its current cash and marketable securities
will be sufficient to fund its working capital and capital expenditure
requirements for at least the next 24 to 36 months. However, the Company expects
to continue to incur significant operating losses for at least the next 24 to 36
months. To the extent the Company requires additional funds to support its
operations or the expansion of its business, the Company may sell additional
equity, issue debt or convertible securities or obtain credit facilities through
financial institutions. The sale of additional equity or convertible securities
will result in additional dilution to the Company's shareholders. There can be
no assurance that additional financing, if required, will be available to the
Company in amounts or on terms acceptable to the Company.

Seasonality

The Company expects that its revenue will be higher leading up to and
during major U.S. sports seasons and lower at other times of the year,
particularly during the summer months. In addition, the effect of such seasonal
fluctuations in revenue could be enhanced or offset by revenue associated with
major sports events, such as the Olympics, the Ryder Cup and the World Cup,
although such events do not occur every year. The Company believes that
advertising sales in traditional media, such as television, generally are lower
in the first and third calendar quarters of each year, and that advertising
expenditures fluctuate significantly with economic cycles. Depending on the
extent to which the Internet is accepted as an advertising medium, seasonality
and cyclicality in the level of Internet advertising expenditures could become
more pronounced. The foregoing factors could have a material adverse affect on
the Company's business, results of operations and financial condition.

Recent Accounting Pronouncements

In June 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities-Deferral of FASB Statement No. 133." SFAS No. 137 defers for one year
the effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". SFAS No. 133 will now apply to all fiscal quarters of all
fiscal years beginning after June 15, 2000. SFAS No. 133, as further amended by
SFAS No. 138, will require the Company to recognize all derivatives on the
balance sheet as either assets or liabilities measured at fair value.
Derivatives that do not qualify for hedge accounting must be adjusted to fair
value through income. The Company will adopt SFAS No. 133 effective January 1,
2001. The Company believes that the adoption of SFAS No. 133 will not have a
material impact on its consolidated financial statements, as the Company
currently has no derivatives.

The Company adopted SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" effective January 1, 1999. SOP
98-1 establishes criteria for determining which costs of developing or obtaining
internal-use computer software should be charged to expense and which should be
capitalized. Such adoption did not have a material effect on the Company's
consolidated financial position or results of operations. The Emerging Issues
Task Force (EITF) of the FASB reached a consensus on EITF Issue 00-2,
"Accounting for Web Site Development Costs." This consensus provides guidance on
what types of costs incurred to develop Web sites should be capitalized or
expensed. The Company adopted this consensus on July 1, 2000. Such adoption did
not have a material effect on the Company's consolidated financial position or
results of operations.

29

In July 2000, the EITF reached a consensus on EITF Issue 99-19,
"Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus
provides guidance concerning under what circumstances a company should report
revenue based on (a) the gross amount billed to a customer because it has earned
revenue from the sale of goods or services or (b) the net amount retained (that
is, the amount billed to the customer less the amount paid to a supplier)
because it has earned a commission or fee. Application of the provisions of this
consensus did not change the Company's existing accounting policies.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
In June 2000, the SEC issued SAB No. 101B to defer the effective date of
implementation of SAB 101. The Company was required to adopt SAB 101 in the
fourth quarter of fiscal 2000. The Company's adoption of SAB 101 did not have a
material effect on its financial position or results of operations.

Risk Factors That May Affect Future Results

SportsLine's business and the value of its stock are subject to a
number of risks. Some of those risks are described below.

We operate in a difficult market environment

The markets in which we operate, including the Internet-based
advertising, information services and commerce markets, experience frequent and
substantial changes. Additionally, we face intense competition, we must
effectively manage our growth and we must respond quickly to rapid changes in
customer demands and industry standards. To address these risks, we must provide
compelling and original content to our users, we must maintain our existing
relationships and effectively develop new relationships with advertisers,
advertising agencies and other third parties, we must develop and upgrade our
technology and respond to competitive developments, and we must attract, retain
and motivate qualified personnel. We may not succeed in addressing these
challenges and risks.

We have an accumulated deficit and we anticipate further losses

We have incurred significant losses since we began doing business.
Although our revenues have increased significantly over the past three years, it
is possible that we may never generate sufficient revenue to meet our expenses
or achieve or maintain profitability. We incurred net operating losses of $16.1
million during 1996, $34.2 million during 1997, $35.5 million during 1998, $53.1
million during 1999 and $106.1 million during 2000. As of December 31, 2000, we
had an accumulated deficit of $215.6 million. We expect to continue to incur
losses for at least the next 24 to 36 months.

Since inception, we have incurred substantial costs to develop and
enhance our technology, to create, introduce and enhance our service offerings,
to acquire and develop content, to build traffic on our Web sites, to acquire
members, to establish marketing relationships and to build an administrative
organization. We intend to continue these efforts and we plan to increase our
spending for marketing and for the development and acquisition of content. We
have entered into various licensing, royalty and consulting agreements with
content providers, vendors, athletes and sports organizations, which agreements
provide for consideration in various forms, including issuance of warrants to
purchase shares of our common stock and payment of royalties, bounties and
certain other guaranteed amounts on a per member and/or a minimum dollar amount
basis over terms ranging from one to ten years. Additionally, some of these
agreements provide for a specified percentage of advertising and merchandising
revenue to be paid to the athlete or organization from whose Web site the
revenue is derived. As of December 31, 2000, the minimum guaranteed payments we
were required to make under such agreements were $6,484,000. Also, we recorded
non-cash expense of approximately $17,000,000 and $14,000,000 for the year ended
December 31, 2000 and 1999, respectively, related to our agreement with CBS and
will record an additional $129,000,000 of non-cash expense over the remaining
term of our agreement with CBS. Additionally, as of December 31, 2000, non-cash
expense under our agreement with AOL will total $4,227,000 over the remaining
term of that agreement which expires October 2001.

30

Our quarterly results may fluctuate and our future revenues are unpredictable
and may be seasonal

Because of the uncertain nature of the rapidly changing market we
serve, period-to-period comparisons of our operating results are not likely to
be meaningful. In addition, you should not rely on the results for any period as
an indication of future performance. We are likely to experience fluctuations in
quarterly revenue and operating results due to the level of advertising revenue
within each quarter. We base our current and future expense levels on our
investment plans and estimates of future revenues. Our expenses are to a large
extent fixed. We may not be able to adjust our spending quickly if our revenues
fall short of our expectations.

Our revenues and operating results may vary significantly from quarter
to quarter due to a number of factors, including:

o the level of usage of the Internet,

o the level of traffic on our Web sites,

o demand for Internet advertising,

o seasonal trends in both Internet usage and advertising placements,

o the addition or loss of advertisers,

o the advertising budgeting cycles of individual advertisers,

o the number of users that purchase memberships, merchandise or premium
services,

o the amount and timing of capital expenditures and other costs relating
to the expansion of our operations,

o the introduction of new sites and services by us or our competitors,

o price competition or pricing changes in the industry, and

o general economic conditions and economic conditions specific to the
Internet, electronic commerce, online media and the overall advertising
market, both traditional and online.

Furthermore, we expect that our revenue will be higher leading up to
and during major U.S. sports seasons and lower at other times of the year,
particularly during the summer months. In addition, the effect of such seasonal
fluctuations in revenue could be enhanced or offset by revenue associated with
major sports events, such as the Olympics and World Cup events, although such
events do not occur every year. We believe that advertising sales in traditional
media, such as television, generally are lower in the first and third calendar
quarters of each year, and that advertising expenditures fluctuate significantly
with economic cycles. Depending on the extent to which the Internet is accepted
as an advertising medium, seasonality and cyclicality in the level of Internet
advertising expenditures could become more pronounced in which case our revenues
may be affected by such seasonal and cyclical patterns.

Due to all of the foregoing factors, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. It is possible that our operating results may fall below the
expectations of securities analysts or investors in some future quarter, which
would likely cause the trading price of our common stock to decline.

We rely heavily on revenues derived from Internet advertising, which are subject
to uncertain demand from our current and potential clients and are difficult to
forecast accurately.

Currently, the majority of our revenues come from advertisements
displayed on our online properties. Our ability to continue to achieve
substantial advertising revenue depends upon:

o growth of our user base;

o our user base being attractive to advertisers;

o our ability to derive better demographic and other information from our
users;

o acceptance by advertisers of the Web as an advertising medium; and

31

o our ability to transition and expand into other forms of advertising.

Most of our revenues are currently derived from agreements with
advertisers or sponsorship arrangements. These agreements generally have terms
no longer than three (3) years and, in many cases, the terms are much shorter.
In cases where the advertiser is providing services, the agreements often have
payments contingent on usage levels. The adoption of Internet advertising,
particularly by those entities that have historically relied upon traditional
media for advertising, requires the acceptance of a new way of conducting
business, exchanging information and advertising products and services.
Advertisers that have traditionally relied upon other advertising media may be
reluctant to advertise on the Internet. These businesses may find Internet
advertising to be less effective than traditional advertising media for
promoting their products and services. Many potential advertisers have little or
no experience using the Internet for advertising purposes. Consequently, they
may allocate only limited portions of their advertising budgets to Internet
advertising. Many of our advertisers are Internet companies which, in certain
cases, may lack financial resources to fulfill their commitments. Accordingly,
it is difficult to accurately forecast these revenues. However, our expense
levels are based in part on expectations of future revenues and are fixed over
the short term with respect to certain categories. We may be unable to adjust
spending quickly enough to compensate for any unexpected revenue shortfall.
Accordingly, the cancellation or deferral of advertising or sponsorship
contracts could have a material adverse effect on our financial results. Because
our operating expenses are likely to increase significantly over the near term,
to the extent that our expenses increase but our revenues do not, our business,
operating results, and financial condition may be materially and adversely
affected.

Our revenues could be adversely affected if we are unable to adapt to
other Internet advertising pricing models that are adopted as industry standard.
It is difficult to predict which, if any, pricing models for Internet
advertising will emerge as the industry standard. This makes it difficult to
project our future advertising rates and revenues.

The rate structure of some of our sponsorship arrangements subjects us to
financial risk.

A key element of our strategy is to generate advertising revenues
through sponsored services and placements by third parties in our online media
properties in addition to banner advertising. We typically receive sponsorship
fees or a portion of transaction revenues in return for minimum levels of user
impressions to be provided by us. These arrangements expose us to potentially
significant financial risks in the event our usage levels decrease, including
the following:

o the fees we are entitled to receive may be adjusted downwards;

o we may be required to "make good" on our obligations by providing
alternative services;

o the sponsors may not renew the agreements or may renew at lower rates;
and

o the arrangements may not generate anticipated levels of shared
transaction revenues, or sponsors may default on the payment
commitments in such agreements as has occurred in the past.

Accordingly, any leveling off or decrease of our user base or the
failure to generate anticipated levels of shared transaction revenues could
result in a significant decrease in our revenue levels.

We are dependent upon our relationship with CBS to execute our business plan

In March 1997, we entered into a five-year agreement with CBS, pursuant
to which our flagship Web site was renamed "cbs.sportsline.com." We amended our
agreement with CBS in February 1999 to extend the term through 2006. Over the
term of the agreement, we have the right to use certain CBS logos and
television-related sports content and will receive extensive network television
advertising and on-air promotions. This network television advertising and
on-air promotions, as well as the association of our brand with CBS, are
important elements of our strategy to increase awareness of the SportsLine brand
and build traffic on our Web sites. Under the agreement, CBS has the right to
receive specified percentages of our net revenues. The agreement requires us to
maintain and operate our flagship Web site, cbs.sportsline.com, in accordance
with certain guidelines and restrictions and to cease using any content on
cbs.sportsline.com which CBS determines conflicts, interferes with or is
detrimental to CBS's reputation or business or which becomes subject to any
third party restriction or claim which would prohibit, limit or restrict the use
of such content on the Internet. CBS has the right to terminate the agreement
upon the acquisition by a CBS competitor of 40% or more of the voting power of
our equity securities or in certain

32

other circumstances, including if we breach a material term or condition or the
agreement or if we become insolvent or subject to bankruptcy or similar
proceedings.

We cannot assure you that CBS will perform its obligations under the
agreement, or that the agreement will significantly increase consumer awareness
of our brand or build traffic on our Web sites. Any failure of CBS to perform
its material obligations under the agreement, or the termination of the
agreement prior to the end of its term, would have a material adverse effect on
our business, results of operations and financial condition.

We rely on other strategic relationships in order to execute our business plan

In addition to our relationship with CBS, we have entered into other
strategic relationships with other parties including ECS to build and service
our entire retail infrastructure, various sports superstars and personalities,
sports organizations, commercial online services (such as AOL), third party Web
sites (such as Netscape) and developers of browsers and other Internet-based
products. We rely on these relationships to increase awareness of our brand
among consumers, to create revenue opportunities and to obtain content for our
Web sites. We cannot assure you that a party to any of our strategic agreements
will perform its obligations as agreed or that we will be able to specifically
enforce any such agreement. Many of these strategic agreements are short-term in
nature and either party on short notice may terminate certain of these
agreements. Our failure to maintain or renew these existing strategic
relationships, to establish additional strategic relationships or to fully
capitalize on any such relationship could have a material adverse effect on our
business, results of operations and financial condition.

We may not be able to compete successfully

The market for Internet services and products is highly competitive and
we expect that competition will continue to intensify. Competition could result
in less user traffic to our Web sites, price reductions for our advertising,
reduced margins or loss of market share, any of which would have a material
adverse effect on our business, results of operations and financial condition.

We compete, directly and indirectly, for advertisers, viewers, members,
content providers, merchandise sales and rights to sports events with the
following categories of companies:

o Web sites targeted to sports enthusiasts generally (such as espn.com,
cnnsi.com and foxsports.com) or to enthusiasts of particular sports
(such as Web sites maintained by the NFL, the NBA, MLB and the NHL),

o publishers and distributors of traditional off-line media (such as
television, radio and print), including those targeted to sports
enthusiasts, many of which have established or may establish Web sites,

o general purpose consumer online services such as AOL and Microsoft
Network, each of which provides access to sports-related content and
services,

o vendors of sports information, merchandise, products and services
distributed through other means, including retail stores, mail,
facsimile and private bulletin board services, and

o Web search and retrieval services and portals, such as AltaVista,
Excite@Home, Lycos, Netscape and Yahoo!, and other high-traffic Web
sites.

Our ability to compete depends on many factors, many of which are
outside of our control. These factors include the quality of content provided by
us and by our competitors, the ease of use of services developed either by us or
by our competitors, the timing and market acceptance of new and enhanced
services developed either by us or by our competitors, and sales and marketing
efforts by us and our competitors.

Based on our review of publicly available documents, we believe some of
our existing competitors, as well as potential new competitors, have longer
operating histories, significantly greater financial, technical and marketing
resources, greater name recognition and substantially larger user or membership
bases than we do. This may allow them to devote greater resources than we can to
the development and promotion of their services. In addition, some of these
competitors may be able to respond more quickly than us to new or emerging
technologies and changes in Internet user requirements and to devote greater
resources than us to the development, promotion and sale of their services.
There can be no assurance that our current or potential competitors will not
develop products and services comparable or superior to those developed by us or
adapt more quickly than us to new technologies, evolving industry trends or
changing Internet user preferences. In addition, as we expand internationally we
are likely to face

33

new competition. There can be no assurance that we will be able to compete
successfully against current and future competitors, or that competitive
pressures would not have a material adverse effect on our business, results of
operations and financial condition.

More individuals are utilizing non-PC devices to access the Internet and we may
not be successful in developing a version of our service that will gain
widespread adoption by users of such devices.

In the coming years, the number of individuals who access the Internet
through devices other than a personal computer such as personal digital
assistants, cellular telephones and television set-top devices is expected to
increase dramatically. Our services are designed for rich, graphical
environments such as those available on personal and laptop computers. The lower
resolution, functionality and memory associated with alternative devices may
make the use of our services through such devices difficult and we may be
unsuccessful in our efforts to modify our online properties to provide a
compelling service for users of alternative devices. As we have limited
experience to date in operating versions of our service developed or optimized
for users of alternative devices, it is difficult to predict the problems we may
encounter in doing so and we may need to devote significant resources to the
creation, support and maintenance of such versions. If we are unable to attract
and retain a substantial number of alternative device users to our online
services, we will fail to capture a sufficient share of an increasingly
important portion of the market for online services. Further, as the majority of
our revenues are derived through the sale of banner and other advertising
optimized for a personal computer screen, we may not be successful at developing
a viable strategy for deriving substantial revenues from online properties that
are directed at the users of alternative devices. Any failure to develop
revenue-generating online properties that are adopted by a significant number of
handheld device users could have a material adverse effect on our business,
operating results and financial condition.

We are dependent on certain content providers and are required to make
significant payments to such content providers

We rely on independent content providers, including professional sports
organizations, for sports news, scores, statistics and other sports information.
Our future success depends, in significant part, on our ability to maintain and
renew our relationships with these content providers and to build new
relationships with other content providers. Our agreements with content
providers generally are short-term and may be terminated by the content provider
if we fail to fulfill our obligations under the applicable agreement. Some of
our content providers compete with one another and, to some extent, with us for
advertising and members. Termination of one or more significant content provider
agreements would decrease the availability of sports news and information which
we can offer our customers and could have a material adverse effect on our
business, results of operations and financial condition.

Most of our agreements with content providers are nonexclusive, and
many of our competitors offer, or could offer, content that is similar or the
same as that obtained by us from such content providers. In addition, the
growing reach and use of the Internet have further intensified competition in
this industry. Consumers have gained free access to certain information provided
directly on the Internet by certain content providers. To the extent that
content providers, including but not limited to our current suppliers, provide
information to users at a lower cost than us or at minimal or no cost, our
business, results of operations and financial condition could be materially
adversely affected.

Fees payable to content providers constitute a significant portion of
our cost of revenue. There can be no assurance that these content providers will
enter into or renew agreements with us on the same or similar terms as those
currently in effect. If we are required to increase the fees payable to our
content providers, such increased payments could have a material adverse effect
on our business, results of operations and financial condition.

Effectively managing our growth may be difficult

We have continuously expanded our operations and anticipate that
significant expansion of our operations will continue to be required in order to
address potential market opportunities. This growth is likely to place a
significant strain on our management, operational and financial resources and
systems. To manage our growth, we must implement systems and train and manage
our employees. In addition, it may become necessary to increase the capacity of
our software, hardware and telecommunications systems on short notice. We cannot
assure you that our management will be able to effectively or successfully
manage our growth.

34

Our acquisition strategy has certain risks

Our acquisition strategy is subject to the following risks:

o we may not be able to identify additional suitable acquisition
candidates available for sale at reasonable prices,

o acquisitions may cause a disruption in our ongoing business, distract
our management and other resources and make it difficult to maintain
our standards, controls and procedures,

o we may not be able to consummate any acquisition or successfully
integrate services, products and personnel of any acquisition into our
operations,

o we may acquire companies in markets in which we have little experience,
and

o we may be required to incur debt or issue equity securities, which may
be dilutive to existing shareholders, to pay for acquisitions.

Our strategy to expand internationally has certain risks

We plan to continue to expand our business internationally and expect
that our international operations will be subject to most of the risks inherent
in our business generally. We cannot assure you that revenue from international
operations will increase in the future or that operating losses will not be
incurred from such operations. In addition, there are certain risks inherent in
doing business in international markets, such as:

o changes in regulatory requirements, tariffs and other trade barriers,

o fluctuations in currency exchange rates,

o potentially adverse tax consequences,

o difficulties in managing or overseeing foreign operations, and

o differences in consumer preferences and requirements in different
markets.

We may not be able to protect our proprietary rights and we may infringe the
proprietary rights of others

Proprietary rights are important to our success and competitive
position. In 1996, we were issued a United States trademark registration for our
former SportsLine USA logo. We have applied to register in the United States a
number of marks, several of which include the term "SportsLine." We have filed
applications to register "SportsLine" marks in Australia, the United Kingdom and
other countries. We cannot assure you that we will be able to secure adequate
protection for these trademarks in the United States or in foreign countries.
Although we seek to protect our proprietary rights, our actions may be
inadequate to protect any trademarks and other proprietary rights or to prevent
others from claiming violations of their trademarks and other proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain countries, and the global nature of the
Internet makes it impossible to control the ultimate destination of our work. We
also license content from third parties and it is possible that we could become
subject to infringement actions based upon the content licensed from those third
parties. We generally obtain representations as to the origin and ownership of
such licensed content; however, this may not adequately protect us. Any of these
claims, with or without merit, could subject us to costly litigation and divert
the attention of our technical and management personnel.

We hold rights to various Web domain names, including
"cbs.sportsline.com," "golfweb.com" and "vegasinsider.com," among others.
Governmental agencies typically regulate domain names. These regulations are
subject to change. We may not be able to acquire or maintain appropriate domain
names in all countries in which we do business. Furthermore, regulations
governing domain names may not protect our trademarks and similar proprietary
rights. We may be unable to prevent third parties from acquiring domain names
that are similar to, infringe upon or diminish the value of our trademarks and
other proprietary rights.

35

Our business is at risk of system failures, delays and inadequacy

The performance of our Web sites is critical to our reputation and
ability to attract and retain users, advertisers and members. Services based on
sophisticated software and computer systems often encounter development delays
and the underlying software may contain undetected errors or failures when
introduced. Any system error or failure that causes interruption in availability
or an increase in response time could result in a loss of potential or existing
users, advertisers or members and, if sustained or repeated, could reduce the
attractiveness of our Web sites to users and advertisers. A sudden and
significant increase in the number of users of our Web sites also could strain
the capacity of the software, hardware or telecommunications systems we deploy,
which could lead to slower response time or system failures. In addition, if the
number of Web pages or users of our Web sites increases substantially, our
hardware and software infrastructure may not be able to adequately handle the
increased demand. Our operations also are dependent upon receipt of timely feeds
and computer downloads from content providers, and any failure or delay in the
transmission or receipt of such feeds and downloads, whether on account of our
system failure, our content providers, the public network or otherwise, could
disrupt our operations. Any failure or delay that causes interruptions in our
operations could have a material adverse effect on our business, results of
operations and financial condition.

Our success is dependent on our key personnel

Our future success depends, in part, upon the continued service of our
senior management and other key personnel. Although in June 1998 we entered into
an employment agreement with Michael Levy, our President and Chief Executive
Officer which was amended and restated in January 2000 and continues in effect
through December 31, 2003, the loss of his services or the services of one or
more of our other executive officers or key employees could have a material
adverse effect on our business, results of operations and financial condition.
Our future success also depends on our continuing ability to attract and retain
highly qualified technical, editorial and managerial personnel. Competition for
such personnel is intense, and we have, at times, experienced difficulties in
attracting the desired number of such individuals. Furthermore, in conjunction
with the current tight labor market, the recent volatility in our stock price
could force us to increase our cash compensation to employees or grant larger
stock option awards than we have historically, which could hurt our operating
results, or reduce the percentage ownership of our existing stockholders, or
both.

Our business depends on the growth of the Internet

Our success is highly dependent upon continued growth in the use of the
Internet generally and, in particular, as a medium for advertising, information
services and commerce. Internet usage may be inhibited for a number of reasons,
such as:

o the Internet infrastructure may not be able to support the demands
placed on it, and its performance and reliability may decline as usage
grows,

o security and authentication concerns with respect to the transmission
over the Internet of confidential information, such as credit card
numbers, and attempts by unauthorized computer users, so-called
hackers, to penetrate online security systems,

o privacy concerns, including those related to the ability of Web sites
to gather user information without the user's knowledge or consent, and

o the lack of availability of cost-effective, high-speed services.

If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth or its performance or
reliability may decline. In addition, Web sites may from time to time experience
interruptions in service as a result of outages and other delays occurring
throughout the Internet network infrastructure. If these outages or delays
frequently occur in the future, Internet usage, as well as usage of our Web
sites could be adversely affected.

We may not be able to adapt as Internet technologies and customer demands
continue to evolve

To be successful, we must adapt to rapidly changing Internet
technologies by continually enhancing our Web sites and introducing new services
to address our customers' changing demands. We could incur substantial costs if
we need to modify our services or infrastructure in order to adapt to changes
affecting providers of Internet

36

services. Our business, results of operations and financial condition could be
materially adversely affected if we incurred significant costs to adapt, or
cannot adapt, to these changes.

Concerns regarding security of transactions and transmitting confidential
information over the Internet

A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. We rely on
encryption and authentication technology licensed from third parties to provide
the security and authentication necessary to effect secure transmission of
confidential information. We cannot assure you that advances in computer
capabilities, new discoveries in the field of cryptography or other events or
developments will not result in a compromise or breach of the algorithms we use
to protect customer transaction data. If any such compromise of our security
were to occur it could have a material adverse effect on our business, results
of operations and financial condition. If someone is able to circumvent our
security measures, such person could misappropriate proprietary information or
cause interruptions in our operations. We may be required to expend significant
capital and other resources to protect against the threat of such security
breaches or to alleviate problems caused by such breaches. Concerns over the
security of Internet transactions and the privacy of users may also inhibit the
growth of the Internet generally, and the Web in particular, especially as a
means of conducting commercial transactions. To the extent that our activities
or the activities of third party contractors involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could expose us to a risk of loss or litigation and possible liability.
We cannot assure you that our security measures will prevent security breaches
or that failure to prevent such security breaches would not have a material
adverse effect on our business, results of operations and financial condition.

Regulatory and legal uncertainties could harm our business

The application of existing laws and regulations to SportsLine with
respect to issues such as the protection of databases, user privacy, pricing,
advertising, taxation, sweepstakes, promotions, content regulation, quality of
products and services and intellectual property ownership and infringement can
be unclear. In addition, SportsLine will also be subject to new laws and
regulations directly applicable to its activities. Any existing or new
legislation applicable to SportsLine could expose it to substantial liability,
including significant expenses necessary to comply with such laws and
regulations, and dampen the growth in use of the Web.

Several recently passed federal laws could have an impact on
SportsLine's business. The Digital Millennium Copyright Act is intended to
reduce the liability of online service providers for listing or linking to
third-party Web sites that include materials that infringe copyrights or other
rights of others. The Children's Online Protection Act and the Children's Online
Privacy Protection Act are intended to restrict the distribution of certain
materials deemed harmful to children and impose additional restrictions on the
ability of online services to collect user information from minors. In addition,
the Protection of Children From Sexual Predators Act of 1998 requires online
service providers to report evidence of violations of federal child pornography
laws under certain circumstances. Such legislation may impose significant
additional costs on our business or subject us to additional liabilities.

SportsLine posts its privacy policy and practices concerning the use
and disclosure of user data. Any failure by the Company to comply with its
posted privacy policy, requirements of the FTC regarding user privacy, or other
privacy-related laws and regulations could result in proceedings by the FTC or
others which could potentially have an adverse effect on SportsLine's business,
results of operations and financial condition. In this regard, there are a large
number of legislative proposals before the United States Congress and various
state legislative bodies regarding privacy issues related to SportsLine's
business. It is not possible to predict whether or when such legislation may be
adopted, and certain proposals, if adopted, could materially and adversely
affect the Company's business through a decrease in user registrations and
revenues. This could be caused by, among other possible provisions, the required
use of disclaimers or other requirements before users can utilize SportsLine's
services.

Our contests and sweepstakes may be subject to state and federal laws
governing lotteries and gambling. We seek to design our contest and sweepstakes
rules to fall within exemptions from such laws and restrict participation to
individuals over 18 years of age who reside in jurisdictions within the United
States and Canada in which the contests and sweepstakes are lawful. We cannot
assure you that our contests and sweepstakes will be exempt from such laws or
that the applicability of such laws to us would not have a material adverse
effect on our business, results of operations and financial condition.

37

Through an indirect wholly-owned subsidiary, we are engaged in the
business of selling and providing certain information to casinos doing business
in Nevada. As such, our subsidiary is required to be licensed as an "information
service provider" as that term is defined by the Nevada Gaming Control Act and
the regulations promulgated thereunder (collectively, the "Nevada Act"), and is
subject to the regulatory jurisdiction of the Nevada Gaming Commission (the
"Commission") and the Nevada State Gaming Control Board (the "Board") (The
Commission and the Board are collectively referred to as the "Nevada Gaming
Authorities"). Our wholly-owned subsidiary, VegasInsider, has filed an
application to be found suitable as an intermediary holding company, and we have
filed an application to be registered as a publicly traded company. In addition,
certain of our officers and the officers of certain of our subsidiaries filed
applications to be found suitable as officers of the respective companies. The
subjection of our business to the regulatory jurisdiction of the Nevada Gaming
Authorities could have a material adverse effect on our business, results of
operations and financial condition. See "Business--Government Regulation and
Legal Uncertainties - Nevada Regulation and Licensing."

We may be liable for the content we make available on the Internet

We may be subject to legal claims relating to the content we make
available on our Web sites, or the downloading and distribution of such content.
For example, persons may bring claims against us if material that is
inappropriate for viewing by young children can be accessed from our Web sites.
Claims could also involve such matters as defamation, invasion of privacy and
copyright infringement. Providers of Internet products and services have been
sued in the past, sometimes successfully, based on the content of material.
Although we carry general liability insurance, our insurance may not cover
potential claims of this type or may not be adequate to cover all costs incurred
in defense of potential claims or to indemnify us for all liability that may be
imposed. Any costs or imposition of liability that is not covered by insurance
or in excess of insurance coverage could have a material adverse effect on our
business, results of operations and financial condition. Implementing measures
to reduce our exposure to this liability may require us to spend substantial
resources and limit the attractiveness of our service to users.

The price of our common stock is highly volatile

The trading price of our common stock has fluctuated significantly. For
example, during the 52-week period ended December 31, 2000, the reported closing
price of our common stock on the Nasdaq National Market was as high as $57.75
and as low as $4.44. The trading price of the common stock may fluctuate in
response to a number of events and factors, such as:

o quarterly variations in operating results,

o announcements of technological innovations,

o new services, products and strategic developments by us or our
competitors,

o changes in financial estimates or recommendations by securities
analysts, and

o the operating and stock price performance of other companies.

In addition, the stock market has experienced volatility that has
particularly affected the market prices of equity securities of companies within
certain industry groups such as technology companies and Internet-related
companies in particular, and that often has been unrelated to the operating
performance of such companies. These broad market fluctuations may materially
adversely affect the trading price of our common stock, regardless of our
operating performance.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company's exposure to market rate risk for changes in interest
rates relates primarily to the Company's 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.

38

Investments in both fixed rate and floating rate interest earning
instruments carries 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.

39

Item 8. Financial Statements and Supplementary Data.

Index to Financial Statements

Page
----
Report of Independent Certified Public Accountants.................... 41

Consolidated Balance Sheets as of December 31, 2000 and 1999 ......... 42

Consolidated Statements of Operations
for the years ended December 31, 2000, 1999 and 1998............. 43

Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2000, 1999 and 1998............. 44

Consolidated Statements of Cash Flows
for the years ended December 31, 2000, 1999 and 1998............. 46

Notes to Consolidated Financial Statements............................ 48

40

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To SportsLine.com, Inc.:

We have audited the accompanying consolidated balance sheets of
SportsLine.com, Inc. (a Delaware corporation) and subsidiaries as of December
31, 2000 and 1999, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SportsLine.com, Inc. and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.

Arthur Andersen LLP

Fort Lauderdale, Florida,
January 26, 2001.

41

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)

December 31,
------------------------
2000 1999
--------- ---------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............................................. $ 66,713 $ 45,968
Marketable securities .................................................. 59,052 24,953
Deferred advertising and content costs ................................. 18,969 19,530
Accounts receivable, net ............................................... 10,140 11,875
Prepaid expenses and other current assets .............................. 11,902 14,657
--------- ---------
Total current assets ............................................... 166,776 116,983

NONCURRENT MARKETABLE SECURITIES .......................................... -- 50,052
LICENSING RIGHTS .......................................................... 2,267 4,533
NONCURRENT DEFERRED ADVERTISING AND CONTENT COSTS ......................... 11,428 32,398
PROPERTY AND EQUIPMENT, net ............................................... 19,703 10,351
GOODWILL, net ............................................................. 51,550 42,823
OTHER ASSETS .............................................................. 6,447 14,321
--------- ---------
$ 258,171 $ 271,461
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ....................................................... $ 14,398 $ 3,296
Accrued liabilities .................................................... 19,962 12,128
Deferred revenue ....................................................... 5,291 4,160
Current portion of capital lease obligations ........................... 6 170
--------- ---------
Total current liabilities ......................................... 39,657 19,754

CONVERTIBLE SUBORDINATED NOTES ............................................ 19,608 19,608
--------- ---------
Total liabilities ................................................. 59,265 39,362
--------- ---------
MINORITY INTEREST 59,809 7,443
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 9)

SHAREHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none
issued and outstanding as of December 31, 2000 and December 31, 1999 -- --
Common stock, $0.01 par value, 200,000,000 shares authorized,
26,486,193 and 25,358,788 issued and outstanding as of
December 31, 2000 and December 31, 1999, respectively ............. 265 254
Additional paid-in capital ............................................. 359,612 333,879
Accumulated other comprehensive (loss) income .......................... (5,228) 7
Accumulated deficit .................................................... (215,552) (109,484)
--------- ---------
Total shareholders' equity ......................................... 139,097 224,656
--------- ---------
$ 258,171 $ 271,461
========= =========

The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.

42

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)

Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----

REVENUE ................................................. $ 95,887 $ 60,278 $ 30,551
COST OF REVENUE ......................................... 41,001 34,078 17,231
------------ ------------ ------------
GROSS PROFIT ............................................ 54,886 26,200 13,320
------------ ------------ ------------
OPERATING EXPENSES:
Product development ................................... 1,791 1,587 1,313
Sales and marketing ................................... 50,943 36,452 20,481
General and administrative ............................ 37,091 20,063 13,159
Depreciation and amortization ......................... 41,886 25,806 17,104
Other non-recurring charge for settlement of litigation -- -- 1,100
------------ ------------ ------------
Total operating expenses .................... 131,711 83,908 53,157
------------ ------------ ------------
LOSS FROM OPERATIONS .................................... (76,825) (57,708) (39,837)
INTEREST EXPENSE ........................................ (1,084) (4,392) (118)
INTEREST AND OTHER INCOME, net .......................... 12,914 8,976 4,446
LOSS ON EQUITY INVESTMENTS .............................. (127,653) -- --
GAIN ON TERMINATION OF ADVERTISING AGREEMENTS ........... 78,766 -- --
GAIN ON SALE OF E-COMMERCE SUBSIDIARIES ................. 7,814 -- --
------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY GAIN .......................... (106,068) (53,124) (35,509)

EXTRAORDINARY GAIN ON EXTINGUISHMENT OF
DEBT .................................................. -- 36,027 --
------------ ------------ ------------
NET LOSS ................................................ $ (106,068) $ (17,097) $ (35,509)
============ ============ ============
NET LOSS PER SHARE - BASIC AND
DILUTED:
Loss per share before extraordinary gain ........... $ (4.04) $ (2.31) $ (1.94)

Extraordinary gain ................................. -- 1.57 --
------------ ------------ ------------
Net loss per share - basic and diluted ............. $ (4.04) $ (0.74) $ (1.94)
============ ============ ============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING -
BASIC AND DILUTED ..................................... 26,245,946 23,018,224 18,305,927
============ ============ ============

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

43

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(amounts in thousands, except share data)

Accumulated
Common Stock Additional Other
--------------------- Paid-In Comprehensive Accumulated Comprehensive
Shares Amount Capital Income (Loss) Deficit Loss
---------- ------ ---------- ------------- ----------- -------------

Balances at December 31, 1997 .............. 15,019,220 $ 150 $ 93,627 $ -- $ (56,792)
Net proceeds from issuance of common
stock ................................. 2,288,430 23 80,818 -- --
Exercise of CBS warrants ................ 760,000 8 9,492 -- --
Noncash issuance of common stock and
common stock warrants pursuant to CBS
Agreement ............................. 735,802 7 11,890 -- --
Noncash issuance of common stock and
common stock warrants pursuant to AOL
Agreement ............................. 550,000 6 7,619 -- --
Noncash issuance of common stock and
options pursuant to acquisition of
Subsidiary ............................ 46,924 1 1,668 -- --
Noncash issuance of common stock and
common stock warrants pursuant to
consulting agreements and purchase of
service mark .......................... 17,932 -- 1,342 -- --
Issuance of common stock pursuant to the
Employee Stock Purchase Plan .......... 329,085 3 2,279 -- --
Net proceeds from exercise of common
stock warrants ........................ 236,189 2 1,445 -- --
Issuance of common stock from exercise
of employee options ................... 317,203 3 881 -- --
Comprehensive loss:
Net Loss ............................ -- -- -- -- (35,509) $ (35,509)
-------------
Comprehensive Loss .................. $ (35,509)
---------- ------ ---------- ------------- ----------- =============
Balances at December 31, 1998 .............. 20,300,785 203 211,061 -- (92,301)
Exercise of CBS warrants ................ 380,000 4 7,596 -- --
Noncash issuance of common stock and
common stock warrants pursuant to CBS
Agreement ............................. 1,611,925 16 59,672 -- --
Noncash issuance of common stock and
options pursuant to acquisition of
Subsidiary ............................ 920,170 9 31,003 -- (86)
Equity activity of subsidiary ........... -- -- 4,936 -- --
Issuance of common stock pursuant to the
Employee Stock Purchase Plan .......... 101,561 1 1,553 -- --
Net proceeds from exercise of common
stock warrants ........................ 949,434 10 3,974 -- --
Noncash issuance of common stock pursuant
to purchase of advertising ............ 450,000 5 8,995 -- --
Noncash issuance of warrants pursuant to
PGA TOUR agreement .................... -- -- 2,105 -- --
Issuance of common stock from exercise
of employee options ................... 644,913 6 2,984 -- --
Comprehensive loss:
Net Loss ............................ -- -- -- -- (17,097) $ (17,097)
Cumulative Translation Adjustment ... -- -- -- 7 -- 7
-------------
Comprehensive Loss .................. $ (17,090)
---------- ------ ---------- ------------- ----------- =============
Balances at December 31, 1999 .............. 25,358,788 $ 254 $ 333,879 $ 7 $ (109,484)

(continued on next page)

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

44

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(CONTINUED)
(amounts in thousands, except share data)

Accumulated
Common Stock Additional Other
--------------------- Paid-In Comprehensive Accumulated Comprehensive
Shares Amount Capital Income (Loss) Deficit Loss
---------- ------ ---------- ------------- ----------- -------------

Balances at December 31, 1999 .............. 25,358,788 $ 254 $ 333,879 $ 7 $ (109,484)
Exercise of CBS warrants ................ 500,000 5 11,495 -- --
Noncash issuance of common stock and
options pursuant to acquisitions of
Subsidiaries .......................... 305,591 3 15,049 -- --
Equity activity of subsidiary ........... -- -- (5,007) -- --
Issuance of common stock pursuant to the
Employee Stock Purchase Plan .......... 73,883 1 715 -- --
Net proceeds from exercise of common
stock warrants ........................ 57,000 -- 365 -- --
Noncash issuance of common stock warrants -- -- 1,567 -- --
Issuance of common stock from exercise
of employee options ................... 190,931 2 1,549 -- --
Comprehensive loss:
Net Loss ............................ -- -- -- -- (106,068) $ (106,068)
Cumulative Translation Adjustment ... -- -- -- (5,235) -- (5,235)
-------------
Comprehensive Loss .................. $ (111,303)
---------- ------ ---------- ------------- ----------- =============
Balances at December 31, 2000 .............. 26,486,193 $ 265 $ 359,612 $ (5,228) $ (215,552)
========== ====== ========== ============= ===========

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

45

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)

Year Ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................................. $(106,068) $ (17,097) $ (35,509)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization ......................................... 41,886 25,806 17,104
Bad debt and other expense ............................................ 1,986 348 250
Minority interest in consolidated subsidiaries ........................ (2,951) (372) --
Loss on equity investments ............................................ 127,653 -- --
Gain on termination of agreements ..................................... (78,766) -- --
Gain on sale of e-commerce subsidiaries ............................... (7,814) -- --
Extraordinary gain on extinguishment of debt .......................... -- (36,027) --
Changes in operating assets and liabilities:
Accounts receivable .............................................. (3,022) (6,927) (3,057)
Prepaid expenses and other current assets ........................ 2,808 (4,121) (6,929)
Accounts payable ................................................. 1,156 (376) 543
Accrued liabilities .............................................. 5,976 6,963 2,076
Deferred revenue ................................................. (17,101) 2,093 227
--------- --------- ---------
Net cash used in operating activities ............................ (34,257) (29,710) (25,295)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales (purchases) of marketable securities, net ........................... 10,953 (21,447) (52,052)
Proceeds from sale of investments ......................................... 1,871 -- --
Purchases of property and equipment ....................................... (18,808) (8,627) (3,781)
Purchase of licensing rights .............................................. -- (8,500) --
Acquisitions of businesses ................................................ (11) (8,165) (353)
Purchase of service mark .................................................. -- -- (100)
Net decrease (increase) in restricted cash ................................ -- 12,549 (12,899)
--------- --------- ---------
Net cash used in investing activities ............................ (5,995) (34,190) (69,185)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock of subsidiary ................... 52,500 7,500 --
Net proceeds from issuance of common stock and exercise of common
stock warrants and options ............................................ 14,132 16,128 94,955
Proceeds from issuance of convertible subordinated notes, net of costs .... -- 145,443 --
Repurchase of convertible subordinated notes, net of costs ................ -- (90,585) --
Repayment of capital lease obligations and long term borrowings ........... (158) (302) (1,273)
--------- --------- ---------
Net cash provided by financing activities ........................ 66,474 78,184 93,682
--------- --------- ---------
Effect of exchange rate changes on cash ................................... (5,477) -- --
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents ........................... 20,745 14,284 (798)
CASH AND CASH EQUIVALENTS, beginning of year ................................... 45,968 31,684 32,482
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year ......................................... $ 66,713 $ 45,968 $ 31,684
========= ========= =========

(continued on next page)

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

46

SPORTSLINE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(amounts in thousands)

Year Ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock and common stock warrants pursuant
to CBS agreement ........................................................ $ -- $ 59,688 $ 11,897
========= ========= =========
Sale of e-commerce subsidiaries ........................................... $ 3,579 $ -- $ --
========= ========= =========
Investments in businesses ................................................. $ 115,297 $ -- $ --
========= ========= =========
Equity activity of subsidiary ............................................. $ (5,007) $ 4,936 $ --
========= ========= =========
Issuance of common stock warrants pursuant to purchase of advertising ..... $ -- $ 9,000 $ --
========= ========= =========
Issuance of common stock warrants to PGA TOUR ............................. $ -- $ 2,105 $ --
========= ========= =========
Issuance of common stock pursuant to acquisition of subsidiaries .......... $ 15,052 $ 30,926 $ 1,650
========= ========= =========
Equipment acquired under capital leases ................................... $ -- $ -- $ 104
========= ========= =========
Issuance of common stock warrants ......................................... $ 1,567 $ -- $ 1,342
========= ========= =========
Issuance of common stock and common stock warrants pursuant
to AOL agreement ...................................................... $ -- $ -- $ 7,625
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest .................................................... $ 990 $ 2,384 $ 109
========= ========= =========
Cash paid for income taxes ................................................ $ 26 $ 18 $ 6
========= ========= =========

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

47

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share and per share data)

(1) NATURE OF OPERATIONS:

SportsLine.com, Inc. ("SportsLine.com" or the "Company") was
incorporated on February 23, 1994 and began recognizing revenue from its
operations in September 1995. SportsLine.com is a leading media company
providing Internet sports content, community and e-commerce on a global basis.
SportsLine.com's content includes more than one million pages of multimedia
sports information, entertainment and merchandise. The Company's flagship
Internet sports service (http://cbs.sportsline.com) was renamed CBS
SportsLine.com as part of an exclusive promotional and content agreement with
CBS in March 1997. SportsLine.com has strategic relationships with CBS, USA
Networks, Westwood One, the NFL, Major League Baseball ("MLB"), the NBA and the
PGA TOUR and serves as the primary sports content provider for America Online
and Netscape. In 1999, the Company commenced operations in Europe through its
subsidiary, Sports.com Limited ("Sports.com"). Sports.com launched its first
site in August 1999, is the leading mobile and fixed internet provider of
European sports content, community and commerce and provides comprehensive
European coverage in English for soccer, rugby, Formula One, rally, cricket,
boxing, tennis and golf, as well all sports in local languages in France,
Germany, Italy and Spain.

The Company distributes a broad range of up-to-date news, scores, player
and team statistics and standings, photos and audio and video clips obtained
from CBS and other leading sports news organizations and the Company's superstar
athletes; offers instant odds and picks; produces and distributes entertaining,
interactive and original programming such as editorials and analyses from its
in-house staff and freelance journalists; and produces and offers contests,
games and fantasy league products.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The consolidated financial statements include the accounts of
SportsLine.com and its majority owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.

Minority interest in the amount of $59,809 as of December 31, 2000
represents the minority preferred shareholders' proportional share of ownership
in Sports.com.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with
original maturities of three months or less to be cash equivalents.

Marketable Securities

Marketable securities include highly liquid investments with original
maturities in excess of three months but less than one year. Noncurrent
marketable securities are those investments with original maturities in excess
of one year. Such marketable securities are classified as "held to maturity"
and, accordingly, are carried at cost, which approximates market value as of
December 31, 2000 and 1999.

Investments at December 31, are as follows:

December 31,
--------------------
2000 1999
-------- --------
U.S. Government Agencies ................. $ 50,474 $ 61,644
Corporate Bonds .......................... 8,578 13,361
-------- --------
Total Marketable Securities .......... 59,052 75,005
Less: Current Marketable Securities ..... (59,052 (24,953)
-------- --------
Noncurrent Marketable Securities ..... $ -- $ 50,052
======== ========

48

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

Deferred Advertising and Content Costs

Deferred advertising and content costs relates to unamortized costs of
equity instruments issued under the CBS and AOL agreements discussed in Note 6.
Such costs are capitalized as the equity instruments are issued. These costs are
then charged to operations as depreciation and amortization as the Company
receives advertising and other benefits under the agreements.

Licensing and Consulting Agreements

The cost of license and consulting agreements, which is primarily a
result of issuances of warrants to purchase common stock (see Note 7), is being
amortized using the straight-line method over the term of the related agreements
(from one to ten years) beginning in August 1995, when cbs.sportsline.com first
became commercially available. Such costs totaled approximately $20,169 and
$18,602 for the years ended December 31, 2000 and 1999, respectively.
Accumulated amortization on such amounts was approximately $10,116 and $4,365 at
December 31, 2000 and 1999, respectively. The current portion of such amounts is
reflected in prepaid expenses and other current assets and the long-term portion
in other assets in the accompanying consolidated balance sheets. Amortization
expense under these agreements was approximately $5,689, $3,134 and $1,643 for
the years ended December 31, 2000, 1999 and 1998, respectively, and is included
in depreciation and amortization expense in the accompanying consolidated
statements of operations.

Property and Equipment

Property and equipment is carried at historical cost and is being
depreciated and amortized using the straight-line method over the shorter of the
estimated useful life of the asset or the lease period.

Maintenance and repairs are charged to expense when incurred;
betterments are capitalized. Upon the sale or retirement of assets, the cost and
accumulated depreciation and amortization are removed from the account and any
gain or loss is recognized.

Goodwill

Goodwill, net consists of the following at December 31:

2000 1999
------- -------
Goodwill, at cost $58,654 $44,070
Less: Accumulated amortization (7,104) (1,247)
------- -------
Goodwill, net $51,550 $42,823
======= =======

The Company assesses goodwill recoverability by analyzing the entity's
historical operations, undiscounted future cash flows and the market value of
similar entities. An impairment assessment would be triggered if circumstances
regarding the entity's ability to generate cash flows would occur.

49

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

Accrued Liabilities

Accrued liabilities at December 31, 2000 and 1999 are as follows:

December 31,
---------------------
2000 1999
------- -------
Revenue sharing $ 3,870 $ 2,849
Professional fees 3,249 1,392
Advertising costs 2,340 957
Payroll 1,097 897
Health insurance 936 929
Site hosting fees 715 60
Other 7,755 5,044
------- -------
$19,962 $12,128
======= =======

Revenue Recognition

Revenue recognition policies for advertising, e-commerce, membership
and premium services, content licensing and barter transactions are set forth
below.

Advertising Revenue

Advertising revenue is derived from the sale of advertising on the
Company's Web sites. Advertising revenue is recognized in the period the
advertisement is displayed, provided that no significant Company obligations
remain and collection of the resulting receivable is probable. Company
obligations typically include guarantees of a minimum number of "impressions",
or times that an advertisement is viewed by users of the Company's Web sites.
Amounts received or billed for which impressions have not yet been delivered are
reflected as deferred revenue in the accompanying consolidated balance sheets.

E-Commerce Revenue

E-commerce revenue is derived from the sales of limited edition
memorabilia, licensed apparel, golf equipment and other sports-related products.
E-commerce revenue is recognized once the product has been shipped and payment
is reasonably assured. In 2000, e-commerce revenue consisted solely of revenue
generated by Sports.com.

Membership and Premium Services Revenue

In January 1999, the Company launched "SportsLine Rewards," a program
offered at no charge that offers bonus points to members for viewing pages and
making purchases. These points can be redeemed for discounts on merchandise,
special events and other premium items. For a fee, the Company offers
"SportsLine Rewards Plus" where members are also eligible to participate in
sports contests to win cash prizes and merchandise. The "Rewards Plus" program
offers annual memberships, the revenue from which is recognized ratably over the
life of the membership agreement.

Revenue relating to monthly memberships is recognized in the month the
service is provided. Revenue relating to yearly memberships and sports contests
is recognized ratably over the life of the membership agreement or contest
period. Accordingly, amounts received for which services have not yet been
provided are reflected as deferred revenue in the accompanying consolidated
balance sheets.

50

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

Content Licensing Revenue

Content licensing revenue is derived from the licensing of certain of
the Company's content to third parties. Content licensing revenue is recognized
over the period of the license agreement as the Company delivers content.

Barter Transactions

The Company recognizes advertising and content licensing revenue as a
result of barter transactions. Such revenue is recognized based on the fair
value of the consideration received, which generally consists of advertising
displayed on the other companies' Web sites. Barter revenue and the
corresponding expense is recognized in the period the advertising is displayed.

Revenue by Type

Revenue by type for the years ended December 31, 2000, 1999 and 1998
was as follows:

2000 1999 1998
------- ------- -------

Advertising ....................... $77,666 $29,970 $17,698
Subscription based services ....... 6,284 5,629 5,032
E-commerce ........................ 126 16,486 3,600
Content licensing and other ....... 11,811 8,193 4,221
------- ------- -------
$95,887 $60,278 $30,551
======= ======= =======

Barter transactions, in which the Company received advertising or other
services or goods in exchange for content or advertising on its Web sites,
accounted for approximately 17%, 17% and 19% of total revenue for the years
ended December 31, 2000, 1999 and 1998, respectively. Barter transactions are
recorded on a basis consistent with similar recent cash transactions of the
Company pursuant to EITF Issue No. 99-17, "Accounting for Advertising Barter
Transactions."

Equity transactions, in which the Company received equity in companies
in exchange for advertising and promotion accounted for approximately 16%, 0%
and 0% of total revenue for the years ended December 31, 2000, 1999 and 1998,
respectively. As discussed in Note 3, the majority of equity related revenue was
derived from two agreements, both of which were terminated prior to December 31,
2000.

Cost of Revenue

Cost of revenue consists primarily of content and royalty fees, revenue
sharing, payroll and related expenses for the editorial and operations staff,
telecommunications and computer-related expenses for the support and delivery of
the Company's services. Royalty payments are paid to certain content providers
and technology and marketing partners based on membership levels subject, in
certain instances, to specified minimum amounts.

Sales and Marketing

Sales and marketing expense consists of salaries and related expenses,
advertising, marketing, promotional, business development, public relations
expenses and member acquisition costs. Member acquisition costs consist
primarily of the direct costs of member solicitation, including advertising on
other Web sites and Internet search engines and the cost of obtaining qualified
prospects from direct marketing programs and third parties. No indirect costs
are included in member acquisition costs. In accordance with American Institute
of Certified Public

51

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

Accountants ("AICPA") Statement of Position, 93-7, Reporting on Advertising
Costs, the Company may, in the future, capitalize such direct-response
advertising costs if historical evidence is available to indicate that the
advertising results in a future benefit. Until that time, all such costs are
expensed as incurred. All other advertising and marketing costs are charged to
expense at the time the advertising takes place. Advertising expense for 2000,
1999 and 1998 was $16,217, $10,895 and $6,306, respectively.

Per Share Amounts

In February 1997, Statement of Financial Accounting Standards ("SFAS")
No. 128, Earnings Per Share, was issued. SFAS No. 128 simplifies the methodology
of computing earnings per share and requires the presentation of basic and
diluted earnings per share. The Company's basic and diluted earnings per share
are the same, since the Company's common stock equivalents are antidilutive.

Net loss per share is computed using the weighted average number of
common and dilutive common equivalent shares outstanding during the period.
Common equivalent shares consist of the incremental common shares issuable upon
conversion of all convertible preferred stock (using the if-converted method)
and shares issuable upon exercise of stock options and warrants (using the
treasury stock method). There were approximately 9,685,000, 7,711,000 and
5,187,000 options and warrants outstanding at December 31, 2000, 1999 and 1998,
respectively, that could potentially dilute earnings per share in the future.
Such options and warrants were not included in the computation of diluted loss
per share because to do so would have been antidilutive for all periods
presented.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company's financial instruments, primarily consisting of cash and
cash equivalents, marketable securities, accounts receivable, accounts payable
and Convertible Subordinated Notes, approximate fair value due to their
short-term nature and/or market rates of interest.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist primarily of cash and cash
equivalents, marketable securities and accounts receivable. The Company's cash
management and investment policies restrict investments to low risk,
highly-liquid securities, and the Company performs periodic evaluations of the
credit standing of the financial institutions with which it deals. Accounts
receivable from customers outside the United States are held by Sports.com and
represents about 26% of total receivables. The Company performs ongoing credit
evaluations and maintains an allowance for doubtful accounts for accounts which
management believes may have become impaired and, to date, losses have not been
significant. The allowance for doubtful accounts was $1,765 and $423 at December
31, 2000 and 1999, respectively, and activity for the years ended December 31,
2000, 1999 and 1998 was as follows:

52

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

2000 1999 1998
------- ------- -------
January 1 balance ................ $ 423 $ 230 $ 87
Provision for doubtful accounts .. 1,999 329 166
Write-offs ....................... (657) (136) (23)
------- ------- -------
December 31 balance .............. $ 1,765 $ 423 $ 230
======= ======= =======

Impairment of Long-Lived Assets

The Company follows the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
SFAS No. 121 requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amount of the assets. The amount of the impairment is calculated as the amount
by which carrying value exceeds fair value. SFAS No. 121 also addresses the
accounting for long-lived assets that are expected to be disposed of.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation" allows either
adoption of a fair value based method of accounting for employee stock options
and similar equity instruments or continuation of the measurement of
compensation cost relating to such plans using the intrinsic value based method
of accounting prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." The Company has elected to continue
to use the intrinsic value based method. Accordingly, pro forma disclosures
required to be presented by SFAS No. 123 for companies continuing to utilize the
intrinsic value based method are presented in Note 7.

Comprehensive Loss

The Company adopted SFAS No. 130, "Reporting Comprehensive Income,"
during the year ended December 31, 1998. SFAS No. 130 establishes standards for
the reporting and display of comprehensive income (loss) and its components in a
full set of financial statements. The objective of SFAS No. 130 is to report
comprehensive income (loss), a measure of all changes in equity of an enterprise
that result from transactions and other economic events in a period, other than
transactions with owners. The Company has elected to disclose comprehensive loss
in the consolidated statements of changes in shareholders' equity.

Internal Use Software and Web Site Development Costs

The Company adopted SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" effective January 1, 1999. SOP
98-1 establishes criteria for determining which costs of developing or obtaining
internal-use computer software should be charged to expense and which should be
capitalized. Such adoption did not have a material effect on the Company's
consolidated financial position or results of operations.

The Emerging Issues Task Force (EITF) of the FASB reached a consensus
on EITF Issue 00-2, "Accounting for Web Site Development Costs." This consensus
provides guidance on what types of costs incurred to develop Web sites should be
capitalized or expensed. The Company adopted this consensus on July 1, 2000.
Such adoption did not have a material effect on the Company's consolidated
financial position or results of operations.

Segment Reporting

The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" for the year ended December 31, 1998. SFAS
No. 131 establishes standards for the way public

53

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

business enterprises report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders.

Beginning in the third quarter of 1999, the Company began operating in
two segments. As permitted by SFAS No. 131, the following segment information is
disclosed based on the method management uses to organize financial information
for making operating decisions and assessing performance. The Company currently
has two principal business segments: United States and Europe.

A summary of the segment financial information is as follows:

Year Ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------
Revenue:
United States $ 87,458 $ 58,284 $ 30,551
Europe 8,429 1,994 --
--------- --------- ---------
$ 95,887 $ 60,278 $ 30,551
========= ========= =========
Depreciation and amortization:
United States $ 39,545 $ 24,809 $ 17,104
Europe 2,341 997 --
--------- --------- ---------
$ 41,886 $ 25,806 $ 17,104
========= ========= =========
Loss from operations:
United States $ (45,898) $ (51,417) $ (39,837)
Europe (30,927) (6,291) --
--------- --------- ---------
$ (76,825) $ (57,708) $ (39,837)
========= ========= =========
Loss before extraordinary gain:
United States $ (77,910) $ (47,026) $ (35,509)
Europe (28,158) (6,098) --
--------- --------- ---------
$(106,068) $ (53,124) $ (35,509)
========= ========= =========
Total assets as of December 31:
United States $ 223,554 $ 259,730 $ 137,655
Europe 34,617 11,731 --
--------- --------- ---------
$ 258,171 $ 271,461 $ 137,655
========= ========= =========
Capital Expenditures:
United States $ 15,147 $ 7,346 $ 3,781
Europe 3,661 1,281 --
--------- --------- ---------
$ 18,808 $ 8,627 $ 3,781
========= ========= =========

54

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:--(Continued)

Recent Accounting Pronouncements

In June 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities-Deferral of FASB Statement No. 133." SFAS No. 137 defers for one year
the effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 applies to all fiscal quarters of all fiscal
years beginning after June 15, 2000. SFAS No. 133, as further amended by SFAS
No. 138, will require the Company to recognize all derivatives on the balance
sheet as either assets or liabilities measured at fair value. Derivatives that
do not qualify for hedge accounting must be adjusted to fair value through
income. The Company will adopt SFAS No. 133 effective January 1, 2001. The
Company has no derivatives as defined under SFAS No.133 and expects no effects
upon adoption.

In July 2000, the EITF reached a consensus on EITF Issue 99-19,
"Reporting Revenue Gross as a Principal versus Net as an Agent." This consensus
provides guidance concerning under what circumstances a company should report
revenue based on (a) the gross amount billed to a customer because it has earned
revenue from the sale of goods or services or (b) the net amount retained (that
is, the amount billed to the customer less the amount paid to a supplier)
because it has earned a commission or fee. Application of the provisions of this
consensus did not change the Company's existing accounting policies.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
In June 2000, the SEC issued SAB No. 101B to defer the effective date of
implementation of SAB 101. The Company adopted SAB 101 in the fourth quarter of
fiscal 2000. The adoption of SAB 101 did not have a material effect on the
consolidated financial statements.

(3) ACQUISITIONS AND DISPOSITIONS:

The Company acquired International Golf Outlet, Inc. in June 1998 and
TennisDirect.com, Inc. in August 1999, and accounted for these transactions
using the purchase method of accounting. The purchases resulted in goodwill of
$3,180. Such goodwill was being amortized over an estimated life of ten years.
In May 1999, the Company acquired Golf Club Trader, Inc. The purchase was
accounted for using the pooling-of-interests method of accounting. As of January
2000, the aforementioned companies were sold to MVP.com, Inc. ("MVP") in
exchange for an equity interest in MVP resulting in a one-time gain of $7,814.
In addition, the Company entered into a 10-year strategic e-commerce and
marketing agreement with MVP pursuant to which MVP operated the Company's
domestic e-commerce business. These transactions with MVP resulted in the
Company receiving an investment in MVP totaling $100,000. Such investment was
initially recorded at estimated fair value. During the third and fourth quarters
of 2000, the Company deemed its investment in MVP to be permanently impaired and
wrote off the entire investment of $100,000. The Company's estimate was based on
the market downturn during the third and fourth quarters of 2000, which caused
similar declines in publicly-traded internet e-commerce companies' market
values, the difficulty experienced by MVP in raising additional capital and an
assessment of MVP's financial condition and prospects. In November 2000, the
Company terminated its marketing agreement with MVP due to MVP's breach of the
agreement. As a result of the termination the Company reversed deferred revenue
of $72,303 which is included in Gain on Termination of Advertising Agreements in
the accompanying consolidated statements of operations.

Additionally, as of December 29, 2000, Internet Sports Network ceased
operations causing the Company to write off its investment of $15,247 during the
fourth quarter of 2000, which the Company had received as part of the
promotional and advertising agreement. Furthermore, several of the Company's
other equity investments were adversely affected by the market downturn and were
written down by $12,406 in the third and fourth quarters of 2000. As of December
31, 2000, the Company had equity investments in two companies totaling $528, of
which $500 is guaranteed by a cash escrow account.

55

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(3) ACQUISITIONS AND DISPOSITIONS:--(Continued)

Sports.com was formed in May 1999. In May 1999, Sports.com purchased
SportsWeb, which was accounted for using the purchase method of accounting, and
resulted in goodwill of $584 that is being amortized over five years. In June
1999, Sports.com acquired the sports division of Infosis Group. The Company also
accounted for this transaction using the purchase method of accounting resulting
in goodwill of $2,526, which is being amortized over five years. A liability of
$59,809 has been reflected in the Company's consolidated balance sheet as of
December 31, 2000 to reflect the minority interest in Sports.com. As of December
31, 2000, SportsLine owned 71% of the common shares of Sports.com. In 2000, the
Company consolidated between 71% and 100% of the losses of Sports.com, which has
historically been offset by the allocation of a portion of such losses to third
party holders of Sports.com common stock. However, pursuant to United States
generally accepted accounting principles, the Company is only able to allocate
such losses to third party holders of common stock up to the amount of such
third parties' investment in the common stock. Accordingly, in future periods,
excluding any future common stock investments in Sports.com, the Company expects
to recognize 100% of the losses of Sports.com.

The Company acquired Daedalus Worldwide, Inc. in December 1999. The
transaction was accounted for using the purchase method of accounting. The
purchase resulted in goodwill of $31,880, which is being amortized over an
estimated life of seven years. In the fourth quarter of 2000, a $12,000
liability included in accounts payable at December 31, 2000, was recorded
pursuant to the purchase agreement, which provided for additional consideration
in exchange for meeting certain performance thresholds included in the original
purchase agreement. This amount is expected to be paid during the first and
third quarter of 2001. This additional consideration caused goodwill to increase
by $12,000 and is being amortized over its remaining life.

The Company acquired another business during 1999 and accounted for the
transaction using the purchase method of accounting. The purchase resulted in
goodwill of $3,726, which was being amortized over an estimated life of seven
years. The business was subsequently sold in April 2000 resulting in a gain of
$264.

The Company acquired DBC Sports during 2000 and accounted for this
transaction using the purchase method of accounting. The purchase resulted in
goodwill of $11,831, which is being amortized over an estimated life of seven
years. Pursuant to the purchase agreement, the Company guaranteed the value of
the shares of common stock issued as consideration for the purchase. Due to the
subsequent decline in the trading price of the Company's common stock, the
Company expects to re-purchase the shares issued in this acquisition for
approximately $12,500 in cash during the second quarter of 2001.

The purchase prices of the acquisitions accounted for using the
purchase method have been allocated to the assets purchased and liabilities
assumed based upon their fair values at the dates of acquisition. The portion of
the purchase prices being allocated to goodwill are being amortized over a
straight-line basis over seven years. The acquired companies are included in the
Company's consolidated financial statements from the dates of acquisition. The
purchase prices for the year ended December 31, 2000 is allocated as follows:

Tangible Assets (includes cash acquired of $19) $ 399
Intangible Assets 23,831
Liabilities (72)
-------
Total Purchase Prices $24,158
=======

The following unaudited pro forma financial information presents the
consolidated operations of the Company along with the acquired and disposed of
companies as if the transactions had occurred at the beginning of the periods
presented, respectively, after giving effect to certain adjustments including
increased amortization of goodwill related to the acquisitions. The unaudited
pro forma information is provided for informational purposes only and should not
be construed to be indicative of the Company's consolidated results of
operations had the transactions been consummated on the dates assumed and do not
project the Company's results of operations for any future period:

56

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(3) ACQUISITIONS AND DISPOSITIONS:--(Continued)

2000 1999
---- ----
Revenue $ 96,356 $ 46,722
Loss before extraordinary gain $(106,342) $(53,791)
Diluted loss per share $ (4.02) $ (2.27)

(4) PROPERTY AND EQUIPMENT, NET:

Property and equipment, net consists of the following:

Estimated December 31,
Useful Lives ------------------------
(Years) 2000 1999
------------ --------- ---------

Computer equipment 2-3 $ 27,341 $ 17,015
Furniture, fixtures and leasehold improvements 3-7 7,722 2,380
--------- ---------
35,063 19,395
Less: accumulated depreciation and amortization (15,360) (9,044)
---------- ----------
$ 19,703 $ 10,351
========= =========

Included in property and equipment is equipment acquired under capital
leases of approximately $1,245 for both December 31, 2000 and 1999 less
accumulated amortization of $1,239 and $1,051, respectively. Depreciation and
amortization expense on property and equipment amounted to approximately $7,609,
$4,085 and $2,606 for the years ended December 31, 2000, 1999 and 1998,
respectively.

(5) DEBT:

In March 1999, the Company completed an offering of $150 million
aggregate principal amount of 5% Convertible Subordinated Notes due 2006 (the
"Convertible Subordinated Notes"). The Convertible Subordinated Notes are
convertible, at the holder's option, into the Company's common stock at an
initial conversion rate of 15.355 shares of common stock per $1000 principal
amount of Convertible Subordinated Notes (equivalent to a conversion price of
approximately $65.125 per share), subject to adjustment in certain events.
Interest on the Convertible Subordinated Notes is payable semiannually on April
1 and October 1 of each year, commencing October 1, 1999. The Convertible
Subordinated Notes are unsecured and are subordinated to all existing and future
Senior Indebtedness (as defined in the Convertible Subordinated Notes indenture)
of the Company. The Convertible Subordinated Notes may not be redeemed by the
Company prior to April 2, 2002. Thereafter, the Convertible Subordinated Notes
are redeemable at the option of the Company, in whole or part, at the redemption
prices set forth in the Convertible Subordinated Notes indenture. As of December
31, 2000, the Company had no material indebtedness outstanding that would have
constituted Senior Indebtedness. The Indenture does not limit the amount of
additional indebtedness, including Senior Indebtedness, which the Company can
create, incur, assume, or guarantee, nor does the Indenture limit the amount of
indebtedness which any subsidiary of the Company can create, incur, assume or
guarantee.

During the third and fourth quarters of 1999, the Company repurchased
$130,300 of its Convertible Subordinated Notes for approximately $90,100, and as
a result, the Company recognized an extraordinary gain of $36,000, net of
unamortized debt issuance costs. Convertible Subordinated Notes in an aggregate
principal amount of approximately $20,000, which are convertible into 301,080
shares of the Company's common stock, remain outstanding as of December 31,
2000.

57

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(5) DEBT:--(Continued)

In July 1997, the Company entered into a $2,500 equipment line of
credit with a leasing company. The equipment line carries interest at the rate
of the bank's prime rate (9.50% at December 31, 2000) plus 0.25%. Borrowings are
payable monthly over 36 months. As of December 31, 2000, $6 was outstanding.

(6) SHAREHOLDERS' EQUITY:

Pursuant to the terms of the Company's Amended and Restated Certificate
of Incorporation, the Board of Directors is authorized to issue up to an
aggregate of 1,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each such series thereof, including
the dividend rates, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), redemption price or prices liquidation
preferences and the number of shares constituting any series or designations of
such series. The Company has no present plans to issue any shares of preferred
stock.

In March 1997, the Company entered into a five-year agreement with CBS
Inc. ("CBS"). In consideration of the advertising and promotional efforts of CBS
and its license to the Company of the right to use certain CBS logos and
television-related sports content, CBS was to receive 3,100,000 shares of common
stock over the term of the agreement (752,273, 735,802, 558,988, 567,579 and
485,358 shares in 1997, 1998, 1999, 2000 and 2001, respectively). The CBS
agreement also requires the Company to issue CBS on the first business day of
each of the first five contract years warrants to purchase 380,000 shares of
common stock at per share exercise prices ranging from $10 in 1997 to $30 in
2001. Such warrants are exercisable at any time during the contract year in
which they are granted. The value of the advertising and content is being
recorded annually in the consolidated balance sheets as deferred advertising and
content costs and amortized to depreciation and amortization expense over each
related contract year. Amounts amortized to expense in 2000, 1999 and 1998 were
$17,288, $14,096 and $12,002, respectively, consisting of amortization relating
to advertising of $14,000 in the year 2000 and $11,000 for both 1999 and 1998,
content of $518 for 2000, 1999 and 1998, and expense related to warrants of
$2,770, $2,578 and $484, respectively, and are included in depreciation and
amortization in the accompanying consolidated statements of operations for the
years ended December 31, 2000, 1999 and 1998.

In February 1999, the Company amended and extended its agreement with
CBS. In consideration of additional promotional and advertising opportunities
the Company agreed to accelerate the issuance of the remaining shares that were
formerly to be issued in 2000 and 2001 (567,579 and 485,358 shares),
respectively, issued additional warrants to purchase 1,200,000 shares of common
stock at per share exercise prices ranging from $23 in 1999 to $45 in 2001 and
will issue additional shares of common stock valued at $100 million between 2002
and 2006. Shares having a fair market value of $20 million will be issued each
year based on the average of closing prices of the common stock on the Nasdaq
National Market for the five day period ending on the day prior to the
applicable issue dates. Additionally, the original revenue sharing provisions of
the CBS agreement were eliminated and replaced by a new revenue sharing formula
which is calculated on a broader revenue base and at a lower rate. Total annual
amounts to be amortized to expense, not including any revenue share payments, in
accordance with the CBS agreement and amendment are as follows:

2001 $ 17,286
2002 22,286
2003 22,286
2004 22,286
2005 22,286
2006 22,286
--------
$128,716
========

On January 29, 1998, the Company acquired all of the outstanding
capital stock of GolfWeb in exchange for approximately 844,490 shares of Common
Stock and the assumption of stock options and warrants to purchase up to
approximately 53,300 additional shares of Common Stock. The acquisition was
accounted for under the

58

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(6) SHAREHOLDERS' EQUITY: -- (Continued)

"pooling-of-interests" accounting method. Accordingly, the Company's
consolidated financial statements include the accounts of GolfWeb for all years
presented.

In April 1998, the Company completed a public offering (the "Secondary
Offering") of four million shares of common stock at $37.625 per share. Of the
four million shares offered, 2,288,430 shares were offered by the Company and
1,711,570 shares by selling shareholders. The Company realized approximately
$81,000 in net proceeds as a result of the Secondary Offering.

On June 29, 1998, the Company acquired International Golf Outlet, Inc.
("IGO"), a privately held Internet retailer of fine golf equipment and
accessories, for $2,000, consisting of $350 in cash and $1,650 of common stock
(46,924 shares). The Company also agreed to issue to the IGO shareholders
additional common stock, valued at $1,500 at the time of acquisition, if IGO met
certain revenue and earnings targets over the three year period following the
acquisition. Accordingly, during 1999 the Company issued 14,220 additional
shares of Common Stock valued at $249 to IGO resulting from revenue and earnings
goals being met for the first year of operations subsequent to the acquisition.
In March 2000, 28,439 additional shares of common stock were issued pursuant to
the foregoing terms as a result of the sale of IGO to MVP which was effective as
of January 1, 2000.

Effective as of October 1, 1998, upon expiration of a pre-existing
agreement, the Company and America Online, Inc. ("AOL") entered into an
agreement (the "AOL Agreement"), which has an initial term of three years,
subject to extension for up to two additional three-year terms at the option of
AOL under certain circumstances. Under the AOL Agreement, the Company became the
premier provider of special features and major event coverage to the Sports
Channel on the AOL service, as well as an anchor tenant in the Sports Web Center
on aol.com, AOL's Web site. cbs.sportsline.com will also be the premier national
sports partner with a presence on all Digital City local services and an anchor
tenant in the Sports Channel on CompuServe. The Company (i) paid AOL cash in the
amount of $8,000, (ii) issued AOL 550,000 shares of common stock and (iii)
granted AOL warrants to purchase an additional 900,000 shares of Common Stock at
exercise prices ranging from $20 to $40 per share, 450,000 of which are subject
to vesting based on the Company's achievement of specified revenue thresholds
which have not been met to date. Furthermore, the Company agreed to make a
payment to AOL, provided that AOL held and did not sell any of such shares for a
period of two years, if AOL is not able to realize at least $15,000 from the
sale of the 550,000 shares of common stock issued to it at the end of such
two-year period (the "AOL Obligation"). During December 1999, AOL sold shares of
the Company's common stock and the Company realized a benefit of approximately
$3,400 as a result of the cancellation of the AOL obligation. Such benefit was
reflected as a reduction of depreciation and amortization expense in 1999. In
addition, AOL will be eligible to share in direct revenues attributable to AOL
promotion of Company offerings on AOL brands once certain thresholds specified
in the agreement have been met. Over the three-year agreement, the Company will
receive a number of guaranteed impressions on AOL's commercial online services
and Web sites.

In May 1999, the Company acquired Golf Club Trader, Inc. for
approximately $7,000 of common stock (195,850 shares). This company was sold as
of January 1, 2000. See Note 3.

In December 1999, the Company acquired Daedalus World Wide Corporation
for consideration valued at approximately $31,780 consisting of $4,000 cash and
$27,780 of common stock (599,998 shares). See Note 3.

The Company acquired another business during 1999 in exchange for an
aggregate of $2,373 cash and $2,555 of common stock (124,322 shares). This
business was sold in April 2000. See Note 3.

In October 1999, the Company issued 450,000 shares of common stock to
Westwood One as consideration for a three-year promotional and programming
agreement.

In April 2000, in connection with the acquisition of DBC Sports, the
Company issued to Data Broadcasting Corporation 277,152 shares of common stock.
See Note 3.

59

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(6) SHAREHOLDERS' EQUITY: -- (Continued)

In January 1998, CBS exercised its 1997 warrants resulting in net
proceeds of $3,800 to the Company. In December 1998, CBS exercised its 1998
warrants resulting in net proceeds of $5,700 to the Company. In December 1999,
CBS exercised its 1999 warrants resulting in net proceeds of $7,600. In January
2000, CBS exercised its 2000 warrants resulting in net proceeds of $11,500.

The Company has reserved sufficient shares of its common stock to cover
issuance of common stock under the CBS Agreement, exercises of common stock
warrants and the stock option, incentive compensation and employee stock
purchase plans discussed in Note 7.

(7) WARRANTS, STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS:

Common stock warrants issued in 2000, 1999 and 1998 to non-employees
for services rendered primarily under consulting agreements were valued on the
date of grant using the Black-Scholes option pricing model. The following is a
summary of warrants granted, exercised, canceled and outstanding and the
assumptions utilized involving the grants in 2000, 1999 and 1998:

2000 1999 1998
--------------------- ----------------------- ----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------- -------- ---------- -------- --------- --------

Warrants outstanding, beginning
of year 3,451,000 $29.20 2,365,000 $17.51 2,018,000 $ 7.16
Granted 230,000 7.26 2,455,000 29.53 1,355,000 27.08
Exercised (557,000) 21.30 (1,329,000) 9.73 (996,000) 10.99
Canceled -- -- (40,000) 5.00 (12,000) 8.84
--------- ---------- --------- -----
Warrants outstanding, end of year 3,124,000 29.24 3,451,000 29.20 2,365,000 17.51
========= ========== =========

The range of exercise prices of warrants outstanding at December 31,
2000 was $5.00 - $45.00. The weighted average fair value of warrants granted
during 2000, 1999 and 1998 was $6.81, $9.22 and $2.43, respectively. There were
2,037,000 warrants exercisable at December 31, 2000 at a weighted average
exercise price of $28.72 per share.

Assumptions utilized to value warrants are as follows:

Risk-Free
Volatility Dividend Interest Estimated
Factor Yield Rates Lives
---------- -------- ---------- ---------
2000 grants 100% 0% 5.8% - 6.0% 4-5
1999 grants 75% 0% 4.5% - 6.2% 1-5
1998 grants 40%-65% 0% 4.5% - 5.9% 1-5

In 1995, the Company adopted a stock option plan (the "1995 Plan")
under which the Company is authorized to issue a total of 1,200,000 incentive
stock options and nonqualified stock options to purchase common stock to be
granted to employees, non employee members of the Board of Directors and certain
consultants or independent advisors who provide services to the Company. Options
become exercisable for 25% of the option shares upon the optionee's completion
of one year of service, as defined, with the balance vesting in successive equal
monthly installments upon the optionee's completion of each of the next 36
months of service. The maximum term of the options is 10 years.

On April 14, 1997, the Company adopted the 1997 Incentive Compensation
Plan (the "Incentive Plan"). Pursuant to the Incentive Plan, as amended through
June 12, 2000, the total number of shares of common stock that

60

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(7) WARRANTS, STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS: -- (Continued)

may be subject to the granting of awards shall be equal to: (i) 8,000,000
shares, plus (ii) the number of shares with respect to awards previously granted
under the Incentive Plan that terminate without being exercised, expire, are
forfeited or canceled, and the number of shares of common stock that are
surrendered in payment of any awards or any tax withholding requirements. The
Incentive Plan became effective upon completion of the IPO. The Incentive Plan
provides for grants of stock options, stock appreciation rights, restricted
stock, deferred stock, other stock-related awards and performance or annual
incentive awards at not less than the fair market value of the underlying common
stock that may be settled in cash, stock or other property. At December 31,
2000, there were 1,545,477 shares available for issuance under the plan.

A summary of the activity relating to the Company's employee stock
option plans as of December 31, 2000, 1999 and 1998, and changes during the
years then ended is presented below:

2000 1999 1998
---------------------- ---------------------- ----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------- -------- --------- -------- --------- --------

Outstanding at beginning of year 4,260,796 $ 20.39 2,821,704 $ 9.60 1,457,000 $ 5.13
Granted 3,168,500 16.74 2,470,100 28.78 1,980,157 12.72
Exercised (190,931) 7.98 (644,913) 5.62 (314,525) 2.77
Forfeited (676,796) 22.78 (386,095) 16.94 (300,928) 15.10
--------- ---------- ---------
Outstanding at end of year 6,561,569 18.74 4,260,796 20.39 2,821,704 9.60
========= ========= =========
Options exercisable at end of year 2,009,514 19.38 775,049 11.76 462,175 5.05
========= ========= =========

The weighted average fair value of options granted during 2000, 1999
and 1998 was $12.45, $21.32 and $4.89, respectively. During 1998, certain
outstanding employee stock options were repriced to $14.0625 for officers and to
$8.00 for other employees. In September 1998, the Company repriced 230,000
options held by certain officers and directors to reduce their exercise price to
the then current market value and, in October 1998, repriced 625,382 options
held by certain other employees to the then current market value.

The following table summarizes information about employee stock options
outstanding at December 31, 2000:

Options Outstanding Options Exercisable
----------------------------------------------------- ---------------------------------
Weighted
Average
Outstanding at Remaining Weighted Exercisable at Weighted
Range of December 31, Contractual Average December 31, Average
Exercise Prices 2000 Life (In Years) Exercise Price 2000 Exercise Price
- ------------------- -------------- --------------- -------------- -------------- --------------

$0.63 to $5.00 338,814 8.20 $ 4.26 103,020 $ 3.82
5.01 to 8.00 1,636,723 8.50 7.87 460,123 8.00
8.01 to 15.00 1,422,991 8.50 12.70 454,389 13.30
15.01 to 20.00 962,457 8.40 16.60 258,517 16.36
20.01 to 30.00 270,399 7.80 24.81 80,313 24.04
30.01 to 40.00 1,720,740 8.70 33.81 588,918 33.39
40.01 to 60.00 209,445 7.80 46.44 64,234 46.79
----------- ---------
6,561,569 8.50 18.74 2,009,514 19.38
=========== =========

61

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(7) WARRANTS, STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS: -- (Continued)

Pro forma information is required by SFAS No. 123 and has been
determined as if the Company had accounted for its stock-based compensation
plans under the fair value method. The fair value of each option grant was
estimated at the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants in 2000, 1999 and
1998, respectively: risk-free interest rates of 5.2% to 6.7%, 4.6% to 5.6% and
5.7% to 6.7%, dividend yield of 0% for all years, expected volatility factor of
100%, 100% and 65% and expected life of 4.39 years for all years.

The Company's pro forma information follows for the years ended
December 31:

2000 1999 1998
---------- ---------- ----------
Net loss - As reported $ (106,068) $ (17,097) $ (35,509)
Pro forma net loss (129,936) (26,397) (37,090)
Net loss per share -
basic and diluted - As reported $(4.04) $(0.74) $(1.94)
Net loss per share
basic and diluted - Pro forma $(4.95) $(1.15) $(2.03)

On April 14, 1997, the Company adopted the Employee Stock Purchase Plan
(the "Purchase Plan") and on November 19, 1999 the Purchase Plan was amended to
increase the number of shares of common stock reserved for issuance thereunder
to 1,000,000. The Purchase Plan provides eligible employees, as defined therein,
the right to purchase shares of common stock. The purchase price per share will
be equal to 85% of the fair market value as of certain measurement dates. Such
purchases are limited in any calendar year to the lower of 25% of the employee's
total annual compensation or $25,000. There were 73,883, 101,561 and 329,085
shares of common stock issued pursuant to the Purchase Plan in 2000, 1999 and
1998, respectively.

In January 1996, the Company adopted a retirement plan that qualifies
under Section 401(k) of the Internal Revenue Code. Under this plan,
participating employees, as defined, may defer a portion of their pretax
earnings, up to the Internal Revenue Service annual contribution limits. There
is currently no matching of employee contributions by the Company.

(8) INCOME TAXES:

No provision for Federal and state income taxes has been recorded as
the Company has incurred net operating losses through December 31, 2000. At
December 31, 2000, the Company had approximately $97,000 of net operating loss
carryforwards for Federal income tax reporting purposes available to offset
future taxable income; such carryforwards expire beginning in 2009.
Additionally, the Company had $90,000 of capital loss carryforwards. Under the
Tax Reform Act of 1986, the amounts of and benefits from net operating losses
and capital losses carried forward may be impaired or limited in certain
circumstances. Events, which may cause limitations in the amount of net
operating losses that the Company may utilize in any one year, include, but are
not limited to, a cumulative ownership change of more than 50% over a three-year
period.

Deferred tax assets at December 31, 2000 and 1999 consist primarily of
the tax effect of net operating loss carryforwards, which amounted to
approximately $37,000 and $39,000, respectively. Other deferred tax assets and
liabilities are not significant. The Company has provided a full 100% valuation
allowance on the deferred tax assets at December 31, 2000 and 1999 to reduce
such deferred income tax assets to zero as it is management's belief that
realization of such amounts do not meet the criteria required by United States
generally accepted accounting principles. Management will review the valuation
allowance periodically and make adjustments as warranted.

62

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(9) COMMITMENTS AND CONTINGENCIES:

The Company leases its facilities and computer and communications
equipment under noncancellable leases that expire on various dates through 2010.
The office leases require the Company to pay operating costs, including property
taxes and maintenance costs and includes rent adjustment clauses. The Company
committed to a ten-year lease for its corporate headquarters beginning in March
2000. Under the terms of the office lease the Company has provided a letter of
credit to the landlord. The letter of credit is secured by a restricted
certificate of deposit of approximately $297 as of December 31, 2000.

Rent expense amounted to approximately $3,281, $1,716 and $735 for the
years ended December 31, 2000, 1999 and 1998, respectively.

Future minimum lease payments for all leases are as follows as of
December 31, 2000:

Capital Operating
------- ---------
2001 $ 7 $ 2,173
2002 -- 2,086
2003 -- 2,074
2004 -- 2,043
2005 -- 1,888
Thereafter -- 6,072
------- ---------
Total minimum lease payments 7 $ 16,336
=========
Less: amount representing interest (1)
--------
Lease obligations reflected as current $ 6
=======

The Company has entered into licensing, royalty and consulting
agreements with various content providers, vendors and sports celebrities. The
remaining terms of these agreements range from one to four years. These
agreements provide for the payment of royalties, bounties and certain guaranteed
amounts, some of which are on a per member basis. Additionally, some agreements
provide for a specified percentage of advertising and merchandising revenue to
be paid to the athlete or organization from whose Web site the revenue is
derived.

Minimum guaranteed payments required under such agreements are as
follows as of December 31, 2000:

2001 $ 4,250
2002 1,584
2003 450
2004 200
---------
$ 6,484
=========

The terms of the Series B Preferred Shares of the Company's subsidiary,
Sports.com, allow any holder of the Series B Preferred Shares to elect to redeem
any or all of the Series B Preferred Shares in the event (i) an initial public
offering of the capital stock of Sports.com meeting certain conditions has not
occurred by January 12, 2004 (a "Qualified IPO"); (ii) a change of control of
Sports.com shall occur; or (iii) an initial public offering of the capital stock
of Sports.com which is not a Qualified IPO shall occur. The redemption price of
the Series B Preferred shall be the greater of the nominal amount of the Series
B Preferred plus any accrued but unpaid dividends thereon or the fair market
value of the Series B Preferred. In addition, the terms of the Series A
Preferred Shares of Sports.com allow the holders of at least two thirds of the
Series A Preferred Shares to elect to redeem any or all of the Series A
Preferred Shares either (i) in three equal annual installments beginning on May
1, 2009; or (ii) following the payment in full by Sports.com of the redemption
of the Series B Preferred Shares. The redemption price of the Series A Preferred
is the nominal amount of the Series A Preferred plus any accrued but unpaid
dividends thereon. Such

63

SPORTSLINE.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(amounts in thousands, except share and per share data)

(9) COMMITMENTS AND CONTINGENCIES: -- (Continued)

Preferred Shares are reflected in minority interest in the accompanying
consolidated balance sheets at the estimated redemption amounts.

In the opinion of management, the Company is not currently a party to
any legal proceedings, the adverse outcome of which, individually or in the
aggregate, would have a material adverse effect on the Company's consolidated
financial position or results of operations.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not Applicable.

64

PART III

Item 10. Directors and Officers of Registrant.

The information required in response to this item is incorporated by
reference to the Registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

Item 11. Executive Compensation.

The information required in response to this item is incorporated by
reference to the Registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required in response to this item is incorporated by
reference to the Registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

Item 13. Certain Relationships and Related Transactions.

The information required in response to this item is incorporated by
reference to the Registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1. Financial Statements:

Reference is made to the Index to Financial Statements set forth in
"Item 8. Financial Statements and Supplementary Data" of this Annual Report on
Form 10-K.

2. Financial Statement Schedules:

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission (the "Commission") are not
required under the related instructions, the required information is contained
in the financial statements and notes thereto or are not applicable, and
therefore have been omitted.

65

3. Exhibits:

The following exhibits are filed as part of this Annual Report on Form
10-K:

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

3.1 Amended and Restated Certificate of Incorporation (3.1) (1)
3.2 Amendment of Article IV of the Amended and Restated Certificate of Incorporation (3.2)(2)
3.3 Amendment of Article I of the Amended and Restated Certificate of Incorporation (filed herewith)
3.4 Form of Amended and Restated Bylaws (3.2) (1)
10.1* 1995 Stock Option Plan (10.1) (3)
10.2 Form of Indemnification Agreement between the Company and each of its directors and executive
officers (10.2) (2)
10.3* 1997 Incentive Compensation Plan, as amended (filed herewith)
10.4* Employee Stock Purchase Plan, as amended (filed herewith)
10.5 Amended and Restated Investors' Rights Agreement dated as of September 25, 1996, among the
Company, the holders of the Company's Series A, Series B and Series C Preferred Stock, The
Estate of Burk Zanft and Michael Levy (10.5) (3)
10.6 Agreement dated March 5, 1997 between the Company and CBS Inc. (10.6) (3)
10.7* Consulting Agreement dated September 1, 1994, between the Company and Horrow Sports Ventures
(10.10) (3)
10.8* Agreement dated June 1996 between the Company and Michael P. Schulhof (10.11) (3)
10.9 Agreement dated August 1994 between the Company and Planned Licensing, Inc. (10.12) (3)
10.10* Stock Option between the Company and Gerry Hogan (10.19) (4)
10.11 Agreement and Plan of Merger dated as of January 15, 1998, among the Company, GolfWeb.Com, Inc.
and GolfWeb (excluding Exhibits thereto), and Amendment No. 1 to the Merger Agreement dated of
January 29, 1998, among the Company, GolfWeb.Com, Inc. and GolfWeb (2.1; 2.2)(5)
10.12+ Premier Sports Information and Commerce Agreement, effective as of October 1, 1998, by and
between the Company and America Online, Inc. (10.1) (7)
10.13 Amendment to Agreement, effective as of January 1, 1999, between the Company and CBS
Broadcasting, Inc. (99.1) (8)
10.14* Amended and Restated Employment Agreement, dated as of January 28, 2000, between the Company
and Michael Levy (10.14)(9)
10.15* Amended and Restated Employment Agreement, dated as of January 28, 2000, between the Company
and Kenneth W. Sanders (10.15)(9)
10.16* Amended and Restated Employment Agreement, dated as of January 28, 2000, between the Company
and Daniel L. Leichtenschlag (10.16)(9)
10.17* Employment Agreement, dated as of January 28, 2000, between the Company and Andrew S. Sturner
(10.17)(9)
10.18* Employment Agreement, dated as of January 28, 2000, between the Company and Mark J. Mariani
(10.18)(9)
10.19* First Amendment to License and Consulting Agreement between the Company and Planned Licensing,
Inc. dated as of October 16, 1999 (10.19)(9)
10.20 Agreement and Plan of Merger by and among the Company, Commissioner.com, Inc., Daedalus World
Wide Corporation, James Price, Michael Gersh, Matthew Fortnow and Peter Pezaris, dated December
6, 1999. (2.1)(10)
10.21* Amendment to the Employment Agreement of Michael Levy, dated as of June 30, 2000 (10.1)(11)
21.1 Subsidiaries of the Company (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)

66

- ------------------
(1) Incorporated by reference to an exhibit shown in the preceding parentheses and filed with the Company's
Registration Statement on Form S-1 (Registration No. 333-62685).
(2) Incorporated by reference to an exhibit shown in the preceding parentheses and filed with the Company's
Registration Statement on Form S-1 (Registration No. 333-78921).
(3) Incorporated by reference to an exhibit shown in the preceding parentheses and filed with the Company's
Registration Statement on Form S-1 (Registration No. 333-25259).
(4) Incorporated by reference to an exhibit shown in the preceding parentheses and filed with the Company's
Registration Statement on Form S-8 (Registration No. 333-46029).
(5) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 8-K (Event of January 29, 1998).
(6) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 10-Q for the quarterly period ending June 30, 1998.
(7) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 10-Q for the quarterly period ending September 30, 1998.
(8) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 8-K (Event of February 10, 1999).
(9) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 10-K for the year ending December 31, 1999.
(10) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 8-K (Event of December 7, 1999).
(11) Incorporated by reference to the exhibit shown in the preceding parentheses and filed with the Company's
Report on Form 10-Q for the quarterly period ending June 30, 2000.
+ Confidential treatment granted to certain portions of this Exhibit
* Management Contract or Compensatory Plan

(b) Reports on Form 8-K

The Company did not file any Reports on Form 8-K during the three months
ended December 31, 2000.

67

SIGNATURES

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

SPORTSLINE.COM, INC.

By: /s/ Michael Levy
--------------------------------------
Michael Levy
March 30, 2001 President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
in the capacities and on the dates indicated:

Signature Title Date
- --------- ----- ----

/s/ Michael Levy President, Chief Executive Officer and March 30, 2001
- ----------------------------------------- Director (principal executive officer)
Michael Levy

/s/ Kenneth W. Sanders Chief Financial Officer March 30, 2001
- ----------------------------------------- (principal financial and accounting officer)
Kenneth W. Sanders

Director
- -----------------------------------------
Thomas Cullen

/s/ Gerry Hogan Director March 30, 2001
- -----------------------------------------
Gerry Hogan

/s/ Richard B. Horrow Director March 30, 2001
- -----------------------------------------
Richard B. Horrow

/s/ Joseph Lacob Director March 30, 2001
- -----------------------------------------
Joseph Lacob

/s/ Sean McManus Director March 30, 2001
- -----------------------------------------
Sean McManus

/s/ Andrew Nibley Director March 30, 2001
- -----------------------------------------
Andrew Nibley

/s/ Russell I. Pillar Director March 30, 2001
- -----------------------------------------
Russell I. Pillar

/s/ Michael P. Schulhof Director March 30, 2001
- -----------------------------------------
Michael P. Schulhof

/s/ James C. Walsh Director March 30, 2001
- -----------------------------------------
James C. Walsh

68

EXHIBIT INDEX

Exhibit Description
------- -----------
21.1 Subsidiaries of the Company
23.1 Consent of Arthur Andersen LLP

69