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 9, 2002 USA INTERACIVE ------------------------------------------------- (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 9. REGULATION FD DISCLOSURE On December 9, 2002, the Registrant presented at the UBS Warburg Media Week 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 INTERACTIVE By: /s/ DARA KHOSROWSHAHI ---------------------- Name: Dara Khosrowshahi Title: Executive Vice President and Chief Financial Officer Date: December 9, 2002
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Investor Presentation Materials.
Exhibit 99.1 Slide 1 (logo): USA Interactive Victor Kaufman, Vice Chairman UBS Warburg Media Conference December 9th, 2002 Prepared 12/9/02 - Read important disclaimer(s) Slide 2: Important This presentation contains forward looking statements relating to possible or assumed future results of USA. It reflects the current views of USA with respect to future events, and is subject to risks that could cause future results to materially differ. These risks are described in USA's Securities and Exchange Commission filings. Information contained herein about entities other than USA 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 unless otherwise noted, and USA 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 as noted. This presentation refers to budgeted data from the USA Preliminary Budget as filed with the Securities and Exchange Commission on October 24, 2002. The budgeted data is as of October 24, 2002 and is not being updated as of the date hereof. Pro forma financial information includes the results from Expedia as of January 1, 2001; excludes results from USA Entertainment and USA Broadcasting as of January 1, 2001; and treats the exchange of Holdco shares by Liberty as if it had occurred on January 1, 2001. EBITA is defined as defined as operating income plus amortization of (1) non-cash compensation, (2) non-cash distribution and marketing and (3) other intangibles (and goodwill in 2001). Cash EPS defined as cash net income divided by fully diluted, treasury method shares outstanding. Cash Net Income generally captures all income statement items that have been, or will ultimately be, settled in cash and is defined as net income available to common shareholders plus amortization of: (1) non-cash compensation, (2) non-cash distribution and marketing and (3) intangibles (and goodwill in 2001), net of related tax and minority interest expense. All amounts are presented on a fully diluted, treasury method basis. Excludes non-recurring items, including restructuring charges. Free Cash Flow is defined as operating cash flow from continuing operations, less capital expenditures and other investments related to operations. Prepared 12/9/02 - Read important disclaimer(s)
Slide 3: History 1995 Bought HSN Bought SK Broadcasting 1997 Bought Ticketmaster Bought USA Networks 1998 Bought Citysearch 1999 Bought Hotels.com Bought Match 2000 Sold USA Broadcasting 2001 Bought Expedia Bought Evite Sold USA Networks 2002 Bought TVTG Bought Interval Reflects transactions as of dates of announcement. Prepared 12/9/02 - Read important disclaimer(s) Slide 4 "USAI is the fastest growing of the major media companies." - Chris Dixon, October 24, 2002 ". . . it's over; the winners have been declared. The four champs [Amazon, eBay, USA, and Yahoo] and their stocks will soon be recognized as the only way to play what was once thought to be the New Economy." - James Cramer, NEW YORK MAGAZINE November 11, 2002 Prepared 12/9/02 - Read important disclaimer(s) Slide 5: Multiple Interactive Brands Electronic Retailing (logos) HSN, America's Store, Shop Channel, TVSN, HOT, Nuen Live Travel (logos) Expedia, Hotels.com, Interval International, TV Travel Shop Information & Services (logos) Ticketmaster, Match.com, Citysearch, PRC, EPI (transaction pending) Generating ~$12 billion in retail transactions Prepared 12/9/02 - Read important disclaimer(s) $12 billion is estimated based on annualized GTV for 9ME 9/30/02. Note: includes some companies majority or partially owned by USA.
Slide 6: Today: #9 in Online Reach Combined Home / Work Unique Visitors October 2002, in millions Goal: #4 AOL - 107.4 MSN - 104.7 Yahoo - 103.4 About / Primedia - 50.0 Terra Lycos - 48.1 Google - 43.3 eBay - 43.2 Amazon - 32.3 USA Properties - 31.7 Walt Disney Properties - 29.0 Data for USA is from a comScore Media Metrix unranked custom entity report defined by USA, representing combined home/work unduplicated reach for all of USA's subsidiaries, and is compared to the comScore Media Metrix Top 100 Properties list. Data for other companies is per comScore Media Metrix's Top 100 Properties report. Prepared 12/9/02 - Read important disclaimer(s) Slide 7: How do we Get to #4? Marketing Initiatives Acquisitions Prepared 12/9/02 - Read important disclaimer(s) Slide 8: Online Migration Ticketmaster - 41% Travel - 13% HSN -11% Interval International - 5% Travel represents U.S. leisure and unmanaged travel. Estimates based on PhocusWright and Jupiter research. Prepared 12/9/02 - Read important disclaimer(s) Slide 9: Acquisition Opportunities Businesses migrating online New verticals Niche sites Prepared 12/9/02 - Read important disclaimer(s)
Slide 10: Strong Balance Sheet $ in millions as of September 30, 2002 Cash at USA = $1,940 + Attributable Cash at Subs = $678 + Securities in VUE = $2,111 + Net Debt and Preferred = ($1,202) = Net Attributable Cash and Securities = $3,528 Not pro forma for pending Ticketmaster and EPI transactions. Includes attributable cash from USA's public subsidiaries, based on the Q3 weighted average of USA's fully diluted, treasury method ownership in each of its public subsidiaries, which was 66% for Ticketmaster, 67% for Hotels.com and 56% for Expedia. Excludes cash due to clients at Ticketmaster. Prepared 12/9/02 - Read important disclaimer(s) Slide 11: Revenue Growth Pro Forma $ in millions Pro Forma Revenue = 26% CAGR 2002F - 2004O 2001PF = $3,766 2002F = $4,653 2003B = $5,952 2004O = ~$7,380 Not Pro Forma for pending EPI transaction. Source: USA Preliminary Budget as filed with the SEC on 10/24/02. Prepared 12/9/02 - Read important disclaimer(s) Slide 12: EBITA Growth Pro Forma $ in millions Pro Forma EBITA Growth = 56% 2002F-2004O 2001PF = $167 2002F = $437 2003B = $725 2004O = ~$1,050 Not Pro Forma for pending EPI transaction. Source: USA Preliminary Budget as filed with the SEC on 10/24/02. Prepared 12/9/02 - Read important disclaimer(s)
Slide 13: Margin Expansion EBITA as % of Revenue, pro forma 2001PF - 4.4% 2002F - 9.4% 2003B - 12.2% 2004O - ~14% Not Pro Forma for pending EPI transaction. Source: USA Preliminary Budget as filed with the SEC on 10/24/02. Prepared 12/9/02 - Read important disclaimer(s) Slide 14: Cash Net Income Growth Pro Forma Cash Net Income = 66% CAGR 2002F - 2004O 2001PF = $96 2002F = $206 2003B = $424 2004O = ~$570 Not Pro Forma for pending EPI transaction. 2001 is not Pro Forma for pending Ticketmaster transaction. Source: USA Preliminary Budget as filed with the SEC on 10/24/02. Prepared 12/9/02 - Read important disclaimer(s) Slide 15: Versus Media & Retail 2002F - 2004O CAGR Margin Revenue EBITA Expansion USA 26% 56% 5% Media 7% 16% 3% Retail 13% 16% 1%
Multiple and growth rates are based on an average of various companies within each sector. Companies in each sector are: Media: AOL, Disney, News Corp., Viacom; Retail: Sears, Kohl's, Target, Wal-Mart, Home Depot. USA data based on USA Preliminary Budget as filed with the SEC on 10/24/02. Source for other company estimates: Morgan Stanley research dated 1/28/02, 10/4/02 and 10/8/02. Prepared 12/9/02 - Read important disclaimer(s) Slide 16: Versus Interactive Commerce $ in millions 2004E 2004E 2004E Free Revenue EBITA Cash Flow USA ~$7,380 ~$1,050 ~$1,000 QVC (a) ~5,410 920 N/A eBay 2,665 784 421 Amazon 4,879 315 436 Yahoo 1,340 285 334 (a) QVC EBITA based on projected EBITDA less capital expenditures (EBITA estimates not available). USA data based on USA Preliminary Budget as filed with the SEC on 10/24/02. Source for other company estimates: Morgan Stanley research dated 10/8/02 and 10/16/02 and Merrill Lynch research dated 10/14/02. Prepared 12/9/02 - Read important disclaimer(s)
Slide 17: Perspective Strong organic growth Diversity of businesses Proven track record Prepared 12/9/02 - Read important disclaimer(s) Slide 18: Stock Appreciation 12/96 to Today - USAI CAGR = 29% (graphic) chart showing growth of USAI vs. Nasdaq, DJIA, and Tier 1 Media Source: MSN Moneycentral. Tier 1 Media includes AOL Time Warner, News Corp., Viacom, Disney, Vivendi Universal and Gaylord. Prepared 12/9/02 - Read important disclaimer(s) Slide 19 (logo) USA Interactive Engaging worldwide in the business of interactivity via the Internet, the television and the telephone. Prepared 12/9/02 - Read important disclaimer(s)