Filed by USA Networks, Inc.
Pursuant to Rule 165 and Rule 425
Under the Securities Act of 1933
Subject Company: Expedia, Inc.
Commission File No. 000-27429
Slide 1
(logo): USA Networks, Inc.
Slide 2: Important
This presentation contains forward looking statements relating to possible or
assumed future results of USAi. It reflects the current views of USAi with
respect to future events, and is subject to risks that could cause future
results to materially differ. These risks are described in USAi's Securities and
Exchange Commission filings. Information contained herein about entities other
than USAi has been obtained from sources believed to be reliable, but no
independent verification has been made and no representation is made as to its
accuracy or completeness. Any statements non-factual in nature constitute
current opinions, which are subject to change without notice. The forward
looking statements and opinions in this presentation are made as of the date of
this presentation, and USAi undertakes no obligation to update or revise them
for any reason. These statements do not include the potential impact of any
mergers, acquisitions or other business combinations that may be completed in
the future other than previously announced pending acquisitions. This
presentation reflects estimates that USAi is comfortable releasing to analysts
and the public as of the date hereof.
Prepared 11/9/01. Read important disclaimer(s).
Slide 3
(logo): USA Networks, Inc.
Slide 4: Entertainment + Information + Direct Selling
Entertainment Group: (logos) USA Networks, SCI FI, Trio, NWI, Crime, USA Films,
Studios USA
Interactive Group:
Electronic Retailing: (logos) Home Shopping Network, America's Store, Home
Shopping Espanol, Home Shopping Europe, Shop Channel, TVSN, HSN.com
Information & Services: (logos) Ticketmaster, Citysearch.com, Match.com, Hotel
Reservations Network, Styleclick, USA ECS, Precision Response Corporation,
Expedia.com (transaction pending)
Pro forma for pending Expedia transaction which has not yet closed, but which is
expected to close by the end of 2001. Includes some companies majority or
partially owned by USA.
Prepared 11/9/01. Read important disclaimer(s).
Slide 5: Unique Business Mix
USA: 2/3rd Transactions
(pie chart. largest to smallest slices):
Electronic Retailing, Advertising, Services, Ticketing, Production & Films,
Subscriptions, Hotel Reservations, Personals
Revenue mix for Q3 2001.
Prepared 11/9/01. Read important disclaimer(s).
Slide 6: Revenue Through the Screen
Television and Internet Consumer-related Revenues (U.S.)
(pie charts):
1995 Revenue = $47 Billion
Advertising = 80%, Transactions = 11%, Subscriptions = 9%
2000 Revenue = $134 Billion
Advertising = 45%, Transactions = 39%, Subscriptions = 16%
2005 Revenue = $275 Billion
Advertising = 25%, Transactions = 61%, Subscriptions = 15%
Compiled estimates per MSDW, Jupiter, Shop.org, McCann Erickson, Zenith Media,
Paul Kagan, Prudential, Furman Selz, PaineWebber, SSB, and Forrester.
Prepared 11/9/01. Read important disclaimer(s).
Slide 7: Interactive Strategy = Huge Value
Prepared 11/9/01. Read important disclaimer(s).
Slide 8: Current Market Valuation
($ and shares in millions)
USA Commerce Companies = 13%
Shares Outstanding* = 792
Current Price = 20
Equity Value = $15,840
Plus: Convertible Preferred* = 660 EBITDA Multiple
Less: Net Cash* = (600) 2002 2003
---------------------
Enterprise Value = $15,900 15.0x 11.6x
Less: Est. Value of Other Assets = (2,500)
Adjusted Enterprise Value = $13,400 12.1x 9.9x
* Pro Forma
Other assets include HSN International, PRC, ECS, Styleclick, Citysearch, USA
Films, TRIO, NWI, and Crime.
Prepared 11/9/01. Read important disclaimer(s).
Slide 9: Historical Stock Performance
(graphic) line chart comparing stock performances of USAI, S&P 500, Nasdaq, DJIA
and Diversified Entertainment
January 1995 through July 2001
Source: MSN Moneycentral.
Prepared 11/9/01. Read important disclaimer(s).
Slide 10: 2000 Highs: And Then?
Dotcom Collapse
Advertising Slump
Overall Weak Economy
Credit Crunch
September 11th
Prepared 11/9/01. Read important disclaimer(s).
Slide 11: Dotcom Collapse
USA: 5 Profitable Internet Companies
Estimated 2002 EBITDA ($ in millions)
(graphic) bar chart
eBay - $368
USA - $250
TMP Inter. - $182
iQVC - $123
Amazon - $93
Yahoo - $69
Travelocity - $41
1800Flowers - $25
Priceline - $12
Homestore - $10
CNET - ($19)
Terra-Lycos - ($75)
Prepared 11/9/01. Read important disclaimer(s).
Slide 12: Advertising Slump
USA: Only 14% Advertising
(graphic) pie chart
Transactions - 66%
Subscriptions & Production Fees - 20%
Advertising - 14%
Revenue mix for Q3 2001.
Prepared 11/9/01. Read important disclaimer(s).
Slide 13: Weak Economy
USA: Counter-Cyclical in Nature
(logo) HSN: Low cost, "impulse" items
(logo) Ticketmaster: Sports and entertainment access
(logos) USA Network, SCI FI Channel - Subscription revenues locked in
(logos) Expedia (transaction pending), Hotel Reservations Network - Online
travel: Discounting & packaging
(logo) USA ECS - Direct marketing and CRM
Prepared 11/9/01. Read important disclaimer(s).
Slide 14: Credit Crunch
USA: $600 Million in YE Net Cash
(graphic) bar chart
Current = $420 million
+ To Come = approximately $200 million
= approximately Year End = $600 million
Does not include convertible preferred issuable in pending Expedia transaction.
Prepared 11/9/01. Read important disclaimer(s).
Slide 15: September 11th
Hopefully, Short-Term Effects
Prepared 11/9/01. Read important disclaimer(s).
Slide 16
Intrinsic Value
Prepared 11/9/01. Read important disclaimer(s).
Slide 17: USA Entertainment
Comparable Deal 2001E Multiple
Fox Family 35x
BET 22x
Rainbow (MGM) 27x
Golf Channel (Comcast) 25x
Weighted Average 29x
(logos) USA Network, SCI FI Channel, Studios USA
Source: ABN AMRO (8/7/01).
Prepared 11/9/01. Read important disclaimer(s).
Slide 18: USA Electronic Retailing
2002E 2003E
QVC EBITDA Multiple 16.5x 14.6x
HSN EBITDA (US) $285 mm $350 mm
Implied Value of HSN $4.5 Bn $5.1 Bn
(logos) Home Shopping Network, America's Store, HSN.com
QVC implied multiples based on average of various analyst research estimates,
including Morgan Stanley, CS First Boston, Salomon Smith Barney, Deutsche Bank
Alex Brown and ABN AMRO.
Prepared 11/9/01. Read important disclaimer(s).
Slide 19: USA Publicly-Traded Assets
($ in Billions)
USA's Share 100%
TMCS $1.4 $2.1
Expedia (Transaction Pending) 1.2 1.9
HRN 1.3 1.9
Total $3.9 Billion $5.8 Bn
(logos) Ticketmaster, Expedia (transaction pending), Hotel Reservations Network
Public market values as of 11/8/01. Reflects maximum participation by Expedia
shareholders in pending transaction for illustrative purposes.
Prepared 11/9/01. Read important disclaimer(s).
Slide 20: Other Assets
Estimated Value = $2.5 Billion
(logos) Trio, NWI, Crime, Home Shopping Europe, Home Shopping Espanol,
Styleclick, USA Films, USA ECS, Citysearch.com, Precision Response Corporation,
Shop Channel, TVSN
Source: Various analyst estimates, including Morgan Stanley, A.G. Edwards and
UBS Warburg.
Prepared 11/9/01. Read important disclaimer(s).
Slide 21: Synergy Value
(logos) Expedia (transaction pending) and Hotel Reservations Network (graphic)
arrow pointing to:
(logo) Ticketmaster - (graphic) arrow pointing to:
(logo) Citysearch.com - (graphic) arrow pointing to:
(logo) Match.com - (graphic) arrow pointing back to Expedia and HRN logos
In center of circle: (logo) USA ECS - Database: 65 Million
Prepared 11/9/01. Read important disclaimer(s).
Slide 22: Synergy Value
2002 Attributable EBITDA of Publicly-Traded Assets:
Ticketing $85 mm
Match 14 mm
HRN 60 mm
Expedia (transaction pending) 41 mm
Total $200 mm
@ Ebay's 2002 EBITDA Multiple 40x
= Implied Attrib. Value of USA's
Publicly-Traded Assets $8 Bn
@ 20% Discount $6 Bn
Less: Market Value of USA's
Publicly-Traded Assets ($4 Bn)
= Implied Synergy Value $2 Billion
USA estimates based on budget dated 10/24/01. Reflects maximum participation by
Expedia shareholders in pending transaction for illustrative purposes.
Source for Ebay multiple: public market values dated 11/8/01 and Goldman Sachs
research dated 10/24/01.
Prepared 11/9/01. Read important disclaimer(s).
Slide 23
Total Intrinsic Value
Expedia transaction pending.
Prepared 11/9/01. Read important disclaimer(s).
Slide 24
Greater Upside:
Interactivity
Direct Marketing
Prepared 11/9/01. Read important disclaimer(s).
Slide 25: Leading in Interactivity
USA's Share of Transactions Through the Screen
(graphic) bar chart
Today = 9%
Goal = 20% - 25%
Compiled estimates per MSDW, Jupiter, Shop.org, McCann Erickson, Zenith Media,
Paul Kagan, Prudential, Furman Selz, PaineWebber, SSB, and Forrester.
Prepared 11/9/01. Read important disclaimer(s).
Slide 26: Interactivity - Customers
Current 2002E
Users Gross Value Revenue EBITDA
eBay 38mm Registered Users $12.3 Bn $1.0 Bn $368 mm
AOL (ISP) 31mm ISP Subscribers $10.4 Bn $10.4 Bn $3.8 Bn
Amazon 23 mm Active Customers $3.2 Bn $3.2 Bn $93 mm
USA 20 mm Active Customers $7.5 Bn $3.2 Bn $510 mm
QVC (US) 7 mm Active Customers $3.7 Bn $3.7 Bn $782 mm
(logos) Home Shopping Network, Expedia (transaction pending), Match.com,
HSN.com, Ticketmaster.com, Hotel Reservations Network
USA Interactive Commerce companies include HSN (US), Hotel Reservations Network.
Ticketmaster.com, Match.com and Expedia (transaction pending). Source for other
company estimates include various published analyst and company information.
Prepared 11/9/01. Read important disclaimer(s).
Slide 27: Interactive Commerce = $52 Billion
(graphic) pie chart. largest to smallest slices: Travel, Computers /Software /
Electronics, TV Electronic Retailing and Infomercials, Auctions / Collectibles,
Mass Merchandise / Apparel / Other, Music / Video / Books, Flowers / Cards,
Home / Office, Auto, Event Tickets, Food / Beverage, Personals
2000 Market data. Source: Shop.org (5/01), Jupiter (10/01) and Match.com
estimates.
Prepared 11/9/01. Read important disclaimer(s).
Slide 28: PC / Electronics = $10 Billion
(graphic) pie chart with Dell / Compaq / HP and Other Manufacturers and
Retailers
2000 Market data. Source: Shop.org (5/01), Jupiter (10/01) and Match.com
estimates.
Prepared 11/9/01. Read important disclaimer(s).
Slide 29: Market Opportunity = $43 Billion
(graphic) pie chart. largest to smallest slices:
Travel, TV Electronic Retailing and Infomercials, Auctions / Collectibles, Mass
Merchandise / Apparel / Other, Music / Video / Books, Flowers / Cards, Home /
Office, Auto, Event Tickets, Food / Beverage, Personals
2000 Market data. Source: Shop.org (5/01), Jupiter (10/01) and Match.com
estimates.
Prepared 11/9/01. Read important disclaimer(s).
Slide 30: Future Opportunity
Interactive Commerce Non-PC / Electronics
(graphic) pie chart - 2000 = $43 Billion
USA - 10%
Ebay, QVC, Amazon, Travelocity, Priceline, TMP Inter., Others
(graphic) pie chart - 2005 = $140 Billion
USA - 25% Goal
Ebay, QVC, Amazon, Travelocity, Orbitz, Priceline, TMP Inter., Others
Source: Shop.org (5/01), Jupiter (10/01 and 4/00) and Match.com and other
internal estimates.
Prepared 11/9/01. Read important disclaimer(s).
Slide 31
Greater Upside:
Interactivity
Direct Marketing
Prepared 11/9/01. Read important disclaimer(s).
Slide 32: Multichannel Database
65 Million
- Travel
- Short Shopping
- Electronic Retailing
- Online Commerce
- Personals
- Reservations
- Ticketing
- Local Information & Services
Source: ECS.
Prepared 11/9/01. Read important disclaimer(s).
Slide 33
(logo): USA Networks, Inc.
Focused on the new convergence of entertainment, information, and direct
selling.
Slide 34
(logo): USA Networks, Inc.
A Nasdaq 100 and Fortune 500 Company.
Slide 35: Important
USA Networks, Inc. ("USA") and Expedia, Inc. ("Expedia") have filed a
preliminary joint prospectus/proxy statement and will file other relevant
documents concerning USA's acquisition of Expedia with the Securities and
Exchange Commission ("SEC"). INVESTORS ARE URGED TO READ THE JOINT
PROSPECTUS/PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
IN THE FUTURE WITH THE SEC BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain such documents free of charge at
the SEC's website at www.sec.gov. In addition, such documents may also be
obtained free of charge by contacting USA Networks, Inc., 152 West 57th Street,
New York, New York, 10019, Attention: Investor Relations, or Expedia, Inc.,
13810 SE Eastgate Way, Suite 400, Bellevue, WA 98005, Attention: Investor
Relations.
Prepared 11/9/01. Read important disclaimer(s).