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): December 4, 2000 USA NETWORKS, INC. (Exact Name of Registration business as Specified in Its Charter) Delaware 0-20570 59-2712887 (State or other Jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 152 West 57th Street, New York, New York 10019 (Address, including zip code, of Principal Executive Offices) (212) 314-7300 (Registrant's telephone number including area code)
Item 7(c). Exhibits. 99.1 Investor Presentation Materials, dated December 4, 2000, for use at the Credit Suisse First Boston Media Week Conference. Item 9. Regulation FD Disclosure On December 4, 2000, the Registrant presented at the Credit Suisse First Boston Media Week Conference. A copy of the Registrant's investor presentation materials for such conference, appearing in Exhibit 99.1 hereto, is furnished and not filed pursuant to Regulation FD. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. Date: December 4, 2000 USA NETWORKS, INC. By: /s/ Julius Genachowski ------------------------------------------ Name: Julius Genachowski Title: Senior Vice President and General Counsel
EXHIBIT 99.1 Slide 1: (logo) USA Networks, Inc. Slide 2: 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. The forward-looking statements 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. Slide 3: Evolution Entertainment - Electronic Retailing - Information & Services (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, Precision Response Corp, Styleclick, ECS Slide 4: Revenue Growth (graphic) Revenue growth 1995-2002 CAGR=19% Revenue per share (1995-2002) From $48 million in 1995 to estimated $6.1 billion in 2002. Estimated illustrative pro forma for Operating Businesses from year of acquisition. Slide 5: EBITDA Growth (graphic) EBITDA growth 1995-2002 From $17 million in 1995 to estimated $1.38 billion in 2002 CAGR=26% EBITDA per share (1995-2002) Estimated illustrative pro forma for Operating Businesses from year of acquisition. Slide 6: Perspective 2001 2002 Operating businesses EBITDA $1,140 $1,380 Emerging businesses EBITDA + (180) (100) Total EBITDA guidance = $960 $1,280 Implied multiple on $14 billion EV 14.6x 10.9x o If exclude USAB losses to reflect possible JV or outright sale: Operating businesses EBITDA $1,140 $1,380 Emerging businesses EBITDA + (125) (50) Total EBITDA guidance = $1,015 $1,330 Implied multiple on $14 billion EV 13.8x 10.5x Management unaudited estimates. $ in millions. Slide 7: USA Network
(logo) USA Network (graphic) bar chart of revenue and EBITDA 2001 Revenue - $850 EBITDA - $440 2002 Revenue - $965 EBITDA - $505 Management unaudited estimates. $ in millions. Slide 8: SCI FI (logo) SCI FI (graphic) bar chart of revenue and EBITDA 2001 Revenue - $325 EBITDA - $130 2002 Revenue - $390 EBITDA - $180 Management unaudited estimates. $ in millions. Slide 9: Studios USA (logo) Studios USA (graphic) bar chart of revenue and EBITDA 2001 Revenue - $530 EBITDA - $55
2002 Revenue - $670 EBITDA - $70 Management unaudited estimates. $ in millions. Slide 10: HSN - Domestic (logo) Home Shopping Network (graphic) bar chart of revenue and EBITDA 2001 Revenue - $1,700 EBITDA - $275 2002 Revenue - $2,010 EBITDA - $325 Management unaudited estimates. $ in millions. Slide 11: HSN.com (logo) HSN.com (graphic) bar chart of revenue and EBITDA 2001 Revenue - $85 EBITDA - $10 2002 Revenue - $200 EBITDA - $25 Management unaudited estimates. $ in millions. Slide 12: HSN International Current Markets: o Germany* o Espanol (U.S.)* o China o Japan o Belgium * consolidated With Prospective Markets: o Italy o UK o Netherlands o Latin America (graphic) bar chart of HSN - international Current and with Prospective Markets revenue 2001 Current Markets (not all consolidated) - $525 With Prospective Markets - $620 2002 Current Markets (not all consolidated) - $720 With Prospective Markets - $1,000
2003 Current Markets (not all consolidated) - $1,000 With Prospective Markets - $1,330 Management unaudited estimates. $ in millions. Slide 13: Hotel Reservations Network (logo) Hotel Reservations Network (graphic) bar chart of revenue and EBITDA 2001 Revenue - $442 EBITDA - $69 2002 Revenue - $600 EBITDA - $93 Management unaudited estimates. $ in millions. Slide 14: Ticketmaster
(logos) Ticketmaster, Citysearch.com, match.com (graphic) bar chart of revenue and EBITDA 2001 Revenue - $670 EBITDA - $65 2002 Revenue - $760 EBITDA - $125 Management unaudited estimates. $ in millions. Slide 15: 3rd Party Services (logo) PRC, ECS, Styleclick (graphic) bar chart of revenue and EBITDA 2001 Revenue - $508 EBITDA - $36 2002 Revenue - $645 EBITDA - $77 Management unaudited estimates. $ in millions. Slide 16: Audiences (graphic) bar chart of audience reach by division Globally - 135 million U.S. - 91 million ENTERTAINMENT USA Network - 79 million Sci Fi Channel - 65 million USA Broadcasting - 37 million Trio - 7 million NWI - 6 million ELECTRONIC RETAILING HSN - 76 million HOT Germany - 29 million
TVSN - 22 million America's Store - 9 million Shop Channel - 9 million Home Shopping Espanol - 5 million INTERACTIVE Citysearch, Ticketmaster, HRN, match.com, HSN.com - 10 million Estimated total households in millions. Online reach defined as average unique monthly visitors. Slide 17: Infrastructure (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 Fulfillment centers square feet - 2.5 million (graphic) group of people Customer database - 30 million Operating estimates for the next twelve months. Slide 18: Products Entertainment Content o USA Network o SCI FI o Studios USA o Trio and NWI Goods & Services o HSN: 24/7 in six languages o Merchandise: 60,000 SKUs (annually) o Tickets: 75 million (annually) o Hotel rooms: 2 million nights (annually)
o Personals: 1.2 million profiles (annually) (logos) USA Network, Sci Fi, Trio, NWI, Studios USA, HSN, HRN, Ticketmaster, Shop Channel, HOT Germany, HOT Germany, Home Shopping Espanol, match.com, TVSN, One & Only Operating estimates for the next twelve months Slide 19: Real Online Businesses (graphic) bar chart of revenue & EBITDA 2001 Revenue - $725 EBITDA - $120 2002 Revenue - $1,050 EBITDA - $165 (logos) Ticketmaster.com, HSN.com, HRN, Match.com Management unaudited estimates. $ in millions. Slide 20: o Wireless o Broadband o Personal Video Recorders o Electronic Program Guides (graphics) computer, personal digital assistant, television, antenna Slide 21: (logo) USA Networks, Inc. Focused on the new convergence of entertainment, information, and direct selling. Slide 22: (logo) USA Networks, Inc.