USA Interactive to Acquire Entertainment Publications, Inc. Entertainment® Book to Integrate with USA's Multiple Brands; Online Migration to Accelerate Growth

New York, NY - November 21, 2002 - USA Interactive (Nasdaq: USAI) announced today a definitive agreement to purchase Entertainment Publications, Inc., originator of the popular Entertainment® Book. Consistent with USA's strategy of driving the online migration of traditional businesses in areas such as retailing, ticketing and travel, this acquisition is expected to place USA in a leadership position in yet another category that is today primarily distributed to consumers offline -- merchant discounts and offers.

“This new project totally fits within our strategy to be the leader in both size and profitability in electronic commerce,” said Barry Diller, Chairman and Chief Executive Officer, USA Interactive. “The growth opportunities for the distribution of Entertainment Publications' offerings to our growing audience of consumers are entirely natural - from providing travel discounts to Expedia and Hotels.com consumers, to serving up dining discounts to the more locally oriented Citysearch user. The possibilities of weaving Entertainment Publications into the entire USA family are both exciting and endless.”

While mostly an offline business, Entertainment Publications has tremendous local reach, with extensive merchant relationships in more than 160 markets in the United States. Its business is similar to USA's other leading transaction and subscription verticals in that they are all Web conducive and all category leaders. In addition to gaining distribution via USA's interactive assets, Entertainment Publications will utilize USA's proven technological expertise to advance online migration and to develop more convenient, seamless ways for consumers to redeem discounts electronically, offering consumers an alternative to traditional paper coupons. These enhancements will also drive growth of Entertainment Publications' traditional distribution channels.

“We believe this is an excellent strategic fit as both companies are very focused on building exceptional consumer content that drives transactions,” said Alan Bittker, Entertainment Publications' President and CEO. “When you combine our database of 50% off discounts from 70,000 well- known restaurants, hotels, attractions and retailers with USA's reach and expertise in e-commerce transactions, you have a very powerful combination.”

Based in Troy, Michigan, Entertainment Publications sells over 8 million annual memberships for Entertainment® Books and online access to local 50% off and 2-for-1 discounts on dining, travel, shopping and attractions. Consumers redeem an average of 25 offers each per year, generating an estimated $8-10 billion in merchant sales. Approximately 70,000 merchants representing 275,000 locations participate in Entertainment Publications' discount programs.

USA is purchasing Entertainment Publications from a group of investors led by The Carlyle Group, the global private equity firm. The consideration for Entertainment Publications is approximately $370 million and is to be paid in a combination of cash and USA common stock (up to 50%), with USA receiving a maximum discount of $10 million if it elects to pay all cash. The transaction is expected to be accretive to USA's 2003 cash net income and cash earnings per share. Entertainment Publications is expected to generate approximately $233 million in revenue and $49 million in EBITA in calendar year 2003.

Entertainment Publications' current management team will remain in place and continue to manage the company. It is expected that the transaction will be completed no later than the first quarter of next year, subject to customary regulatory approvals.