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: Integrated Interactivity Electronic Retailing (logos) HSN, America's Store, Home Shopping Espanol, Shop Channel, HSN.com, TVSN, Home Shopping Europe Information & Services (logos) Ticketmaster, Match.com, Citysearch, HRN, USA ECS, Styleclick, PRC, Expedia, Inc. (transaction pending) Pro forma for pending Expedia transaction. Includes some companies majority or partially owned by USA. Prepared 12/17/01 - Read important disclaimer. Slide 2: Revenue Growth - Operating Businesses $ in millions 20% Average Annual Growth CAGR 2000 - 2003 Source: USA operating budget as furnished to the SEC on October 24, 2001. Pro forma for pending Expedia transaction. Prepared 12/17/01 - Read important disclaimer. Slide 3: EBITDA Growth - Operating Businesses $ in millions 29% Average Annual Growth CAGR 2000 - 2003
2000 $3,005 2001E $3,565 2002E $4,309 2003E $5,170 Source: USA operating budget as furnished to the SEC on October 24, 2001. Pro forma for pending Expedia transaction.
2000 $374 2001E $466 2002E $622 2003E $802 Prepared 12/17/01 - Read important disclaimer. Slide 4: Margin Expansion - Operating Businesses Source: USA operating budget as furnished to the SEC on October 24, 2001. Pro forma for pending Expedia transaction. Prepared 12/17/01 - Read important disclaimer. Slide 5: Diverse Business Mix
2000 12.4% 2001E 13.1% 2002E 14.4% 2003E 15.5% Source: USA operating budget as furnished to the SEC on October 24, 2001. Pro forma for pending Expedia transaction. Prepared 12/17/01 - Read important disclaimer. Slide 6: Where the World is Going Revenue Through the Screen Television and Internet Consumer-related Revenues (U.S.)
Electronic Retailing 51% Ticketing 16% Online Hotel Reservations 14% Online Travel 8% Cityguides 1% Personals 1% Commerce Services 9% Compiled estimates per MSDW, Jupiter, Shop.org, McCann Erickson, Zenith Media, Paul Kagan, Prudential, Furman Selz, PaineWebber, SSB, and Forrester. Prepared 12/17/01 - Read important disclaimer.
Subscriptions Advertising Transactions / Fees Total 2000 80% 11% 9% $47 B 2005 45% 39% 16% $134 B 2010 25% 61% 15% $275 B Slide 7: Leading in Growth Categories (pie chart - largest to smallest slices): USA businesses: Travel, Computer Hardware Software & Electronics, TV Elec. Retailing, Other Commerce, Mass Merch., Apparel, Home / Office, Event Tickets, Personals Other businesses: Financial Services, Auctions, Books, Music & Video, Flowers & Cards, Jobs Classifieds, Automobile, Real Estate Classifieds Source: Shop.org, Jupiter, MSDW , Prudential, Furman Selz, Painewebber, SSB, SEC filings and Match.com and other internal estimates. Prepared 12/17/01 - Read important disclaimer. Slide 8: 9% of Transactions through Screen USA's Share of Interactive Commerce Gross value of transactions (bar chart): Today = 9% Goal = 20% Compiled estimates per MSDW, Jupiter, Shop.org, McCann Erickson, Zenith Media, Paul Kagan, Prudential, Furman Selz, PaineWebber, SSB, and Forrester. Pro forma for pending Expedia transaction. Prepared 12/17/01 - Read important disclaimer. Slide 9: 2nd Most Profitable in Online Commerce 5 Profitable Internet Businesses Estimated 2002E EBITDA ($ in millions) 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) (logos) Expedia, Inc. (transaction pending), Match.com, HSN.com, Ticketmaster.com, Hotel Reservations Network USA Internet Commerce Group consists of HSN.com, Hotel Reservations Network, Ticketmaster.com, Match.com and Expedia (transaction pending). Unaudited estimates for other companies based on various analyst reports. Prepared 12/17/01 - Read important disclaimer. Slide 10: Massive Infrastructure Unaudited estimates and pro forma for pending Expedia transaction. Includes data for companies majority owned by USA. Operating estimates for the next twelve months. Prepared 12/17/01 - Read important disclaimer. Slide 11: Leading Consumer Brands (logo) HSN - On-air / online retail (logo) Ticketmaster - Online ticketing (logo) Citysearch.com - Online city guides (logo) Match.com - Online paid personals (logo) Hotel Reservations Network - Online hotels (logo) Expedia, Inc. (transaction pending) - Online travel agent / packaged vacations Prepared 12/17/01 - Read important disclaimer. Slide 12: Direct Marketing = Huge Upside
Retail value of transactions $8 billion Inbound phone minutes 1 billion Orders processed 83 million Credit card transactions 68 million Items shipped 40 million Customer service centers 30 Fulfillment centers square feet 2.5 million Customer database 65 million Customer Database = 65 mm Names - - (logo) Expedia, Inc. (transaction pending) - - (logo) USA ECS - - (logo) Home Shopping Network - - (logo) HSN.com - - (logo) Match.com - - (logo) ReserveAmerica - - (logo) Ticketmaster - - (logo) Citysearch.com Prepared 12/17/01 - Read important disclaimer. Slide 13: 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 12/17/01 - Read important disclaimer. Slide 14: Important USA Networks, Inc. ("USA") and Expedia, Inc. ("Expedia") have filed a 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 AND INFORMATION 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 12/17/01 - Read important disclaimer. Slide 15: Important USA will file a proxy statement and other relevant documents concerning USA's contribution of its Entertainment Group to a joint venture with Vivendi Universal with the Securities and Exchange Commission ("SEC"). INVESTORS ARE URGED TO READ THE 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. USA and its directors and officers may be deemed to be participants in the solicitation of proxies from USA shareholders to adopt the agreement providing for USA's contribution of its Entertainment Group to a joint venture with Vivendi Universal. A detailed list of the names and interests of USA's directors and executive officers is contained in the definitive proxy statement on Schedule 14A filed by USA with the SEC on April 9, 2001. Copies of USA filings may be obtained free of charge at the SEC's website at www.sec.gov. Prepared 12/17/01--Read important disclaimer.