UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2001 USA NETWORKS, INC. (Exact name of Registrant as specified in charter) Delaware 0-20570 59-2712887 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 314-7300
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Investor Presentation Materials, dated June 26, 2001, for use at the Thomas Weisel Conference. ITEM 9. REGULATION FD DISCLOSURE On June 26, 2001, the Registrant presented at the Thomas Weisel Conference. A copy of the Registrant's investor presentation materials for such conference, appearing in Exhibit 99.1, is furnished and not filed pursuant to Regulation FD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. USA NETWORKS, INC. By: /s/ JULIUS GENACHOWSKI -------------------------- Name: Julius Genachowski Title: Senior Vice President and General Counsel Date: June 26, 2001 EXHIBIT INDEX Exhibit No. Description 99.1 Investor Presentation Materials.
EXHIBIT 99.1 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 are 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. This presentation reflects estimates that USAi is comfortable releasing to analysts and the public as of the date hereof. Slide 3: Superior Operating Growth o 21% Revenue CAGR per share 1995-2000 o 25% EBITDA CAGR per share 1995-2000 '95 Operating EBITDA = $17 million '00 Operating EBITDA = $968 million (graphic) Timeline depicting when divisions became part of USA Networks, Inc. 1995 - USA Broadcasting 1996 - Home Shopping Network 1997 - Ticketmaster, Shop Channel, HOT Germany 1998 - USA Network, Sci Fi Channel, Studios USA, Citysearch.com, Home Shopping Espanol 1999 - Hotel Reservations Network, Match.com, One & Only Network, USA Films, HSN.com 2000 - Trio, NWI, TVSN, PRC, Styleclick, ECS Illustrative pro forma for Operating Businesses from year of acquisition. Slide 4: Superior Value Creation o Increase to S/H value: $12.8 B o Average holding period: 3 years o Estimated annual ROI: 40% (graphic) chart depicting purchase price of USAi entities and their estimated current enterprise value Purchase Price = $7.2 billion Estimated Current Enterprise Value = $20 billion Based on $25.50 stock price (approximate recent average). Slide 5 Entertainment Group (logos) USA Network, Sci Fi Channel, Trio, NWI, Crime, Studios USA, USA Films 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, HRN, Styleclick, USA ECS, PRC Slide 6: Where the World is Going . . . Revenue through the screen: Television and Internet consumer-related revenues (U.S.) 1995 2000 2005 $ Total Advertising 80% 45% 26% $ 47 Billion Subscription 9% 16% 11% $134 Billion Transactions 10% 39% 63% $360 Billion Compiled estimates per McCann Erickson, Zenith Media, Paul Kagan, MSDW, Prudential, Furman Selz, PaineWebber, SSB, Jupiter, Forrester and Shop.org.
Slide 7: . . . USA is Already There 2000 revenue mix (pro forma) 2000 Advertising 15% Subscriptions / Production Fees 20% Transactions 65% $ Total $4.7 Billion Slide 8: Growth Fueled by Interactive Group Revenue Growth for USAi Operating Businesses 2000 vs. 1999 (pro forma) Information & Services 38% Electronic Retailing 20% Entertainment 17% Slide 9: Outpacing Tier 1 Media Revenue Growth in March 2001 Quarter USA Networks 18% AOL Time Warner 9% Viacom 6% Fox Entertainment 4% Disney -4% Other company revenue growth per respective most recent earnings release (pro forma). Slide 10: 2nd Most Profitable in Internet Commerce Estimated 2001 EBITDA ($ in millions) eBay $175 USAi ICG $120 Monster $107 iQVC $71 Homestore $51 Yahoo $47 Travelocity $20 Priceline $13 Expedia $13 Excite ($17) CNET ($46) Amazon ($49) Terra-Lycos ($222) USAi Internet Commerce Group consists of HSN.com, Hotel Reservations Network, Ticketmaster.com, Match.com. Unaudited estimates based on industry / analyst reports. Slide 11: 5% of all Transactions through the Screen Estimated USAi business-to-consumer market share in 2000 (U.S.) TELEVISION & INTERNET commerce - 5.3% INTERNET commerce - 2.8% Compiled estimates per Boston Consulting Group, U.S. Census Bureau, various "revenue through the screen" sources, and company data. Slide 12: Real Online Businesses o > $1 billion retail transactions o Expert merchants o Manage inventory / risk o Know pricing / margins o Low customer acquisition costs o Operate at scale (logos) Ticketmaster, HSN.com, HRN, Match.com Pro forma estimates. Unaudited.
Slide 13: Massive Infrastructure = Leverage (graphic) money Retail value of transactions (annually) - $5 billion (graphic) telephone Inbound phone minutes (annually) - 1 billion (graphic) computer Orders processed (annually) - 75 million (graphic) credit cards Credit card transactions (annually) - 60 million (graphic) envelope Items shipped (annually) - 40 million (graphic) telephone operator Customer service centers - 34 (graphic) boxes on cart Fulfillment centers square feet - 2.5 million (graphic) group of people Customer database - 30 million Operating estimates for the next twelve months. Slide 14: A Big League Player o 4 top-10 sports sites o 12 million tickets o 1 million videos / DVDs o 250,000 units of merchandise o 14 live TV events (logos) USA ECS, Ticketmaster, USA Films, HSN, USA Network (logos) PGA Tour, NFL, NHL, MLB, NBA, CBS Sportsline.com, Nascar.com Management unaudited annualized estimates. Sports site ranking per PC Data Online (2/01) These logos represent USAi brands, significant investments, and business partnerships, and are trademarks of USAi and/or its affiliates/partners. Slide 15: Advantage: USAi Interactivity enables the convergence of entertainment and commerce. USAi is focused on this convergence. Nobody else balances a storytelling sensibility with a merchandising expertise with a massive transactional infrastructure. The Internet is the first convergent medium. Television will be next. USAi is among the very few companies making profits on the Internet -- in high growth, high margin, high barrier-to-entry businesses. Traditional advertising is arcing toward direct selling. USAi is already there. 2/3rd of it its revenue is derived from transactions, and it's growing 2 to 5 times faster than the largest media companies. Slide 16 (logo) USA Networks, Inc. Focused on the new convergence of entertainment, information and direct selling.