SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ________
COMMISSION FILE NUMBER 0-20570
---------
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW:
USA NETWORKS, INC. RETIREMENT SAVINGS PLAN--COMMERCE
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
USA NETWORKS, INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK
10019
REQUIRED INFORMATION
1. Not Applicable
2. Not Applicable
3. Not Applicable
4. The USA Networks, Inc. Retirement Savings Plan--Commerce (the "Plan") is
subject to the requirements of the Employee Retirement Income Security Act of
1974 ("ERISA"). Attached hereto as Appendix I is a copy of the most recent
financial statements and schedules of the Plan prepared in accordance with the
financial reporting requirements of ERISA.
Exhibit
(23) Consent of Ernst & Young LLP
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
USA NETWORKS, INC. RETIREMENT
SAVINGS PLAN--COMMERCE
Date: June 28, 2001 By: /s/ Lisa Letizio
-------------------------------
Lisa Letizio
Member, Plan Administrative
Committee
3
Appendix I
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
USA Networks, Inc. Retirement Savings Plan - Commerce
As of December 31, 2000 and 1999 and Year ended December 31, 2000
with Report of Independent Certified Public Accountants
USA Networks, Inc. Retirement Savings Plan - Commerce
Audited Financial Statements
and Supplemental Schedules
As of December 31, 2000 and 1999 and Year ended December 31, 2000
CONTENTS
Report of Independent Certified Public Accountants............................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements.................................................4
Supplemental Schedules
Schedule H, Line 4i--Schedule of Assets (Held at End of Year).................9
Schedule G, Part III--Schedule of Nonexempt Transactions.....................10
Report of Independent Certified Public Accountants
The Administrative Committee
USA Networks, Inc. Retirement Savings Plan - Commerce
We have audited the accompanying statements of net assets available for benefits
of the USA Networks, Inc. Retirement Savings Plan - Commerce as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2000. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
as of December 31, 2000 and nonexempt transactions for the year then ended, are
presented for purposes of additional analysis and are not a required part of the
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
June 29, 2001
Tampa, Florida
1
USA Networks, Inc. Retirement Savings Plan - Commerce
Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
------------------------------------
ASSETS
Investments, at fair value $72,939,448 $55,912,957
Receivables:
Participant 699,704 35,461
Employer 239,871 13,116
------------------------------------
Total receivables 939,575 48,577
------------------------------------
Net assets available for benefits $73,879,023 $55,961,534
====================================
SEE ACCOMPANYING NOTES.
2
USA Networks Inc. Retirement Savings Plan - Commerce
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividend and interest income $ 3,687,823
Contributions:
Participant contributions 8,793,125
Employer contributions 1,839,085
Participant rollover contributions 1,634,571
---------------
12,266,781
Transfers from Ticketmaster 401(k) Savings Plan 23,353,181
Transfers from Precision Response Corporation, Inc.
401(k) Profit Sharing Plan 3,824,753
---------------
Total additions 43,132,538
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Net realized and unrealized depreciation in fair value of plan investments 13,510,530
Benefits paid to participants 7,332,762
Administrative expenses 27,122
Transfers to USA Networks, Inc. Retirement Savings Plan - Networks 4,344,635
---------------
Total deductions 25,215,049
---------------
Net increase in net assets available for benefits 17,917,489
Net assets available for benefits--beginning of year 55,961,534
---------------
Net assets available for benefits--end of year $73,879,023
===============
SEE ACCOMPANYING NOTES.
3
USA Networks, Inc. Retirement Savings Plan - Commerce
Notes to Financial Statements
December 31, 2000
1. DESCRIPTION OF THE PLAN
The following description of the USA Networks, Inc. Retirement Savings Plan -
Commerce (the Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution Plan covering substantially all employees of
certain affiliated companies of USA Networks, Inc. (the Company). The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Effective January 1, 2000, the Plan was amended to include assets of $23,353,181
of the Ticketmaster 401(k) Savings Plan. Additionally, assets of $4,344,635
attributable to participants who are current or former USAi Corporate employees
and USA Broadcasting employees were transferred out of the Plan. Concurrent with
the above merger and transfer, the Plan was renamed the USA Networks, Inc.
Retirement Savings Plan - Commerce. In addition, the amendment to the Plan
changed certain other provisions of the Plan, including vesting requirements and
eligibility.
Effective September 1, 2000, assets of $3,824,753 of the Precision Response
Corporation, Inc. 401(K) Profit Sharing Plan were transferred and assumed by the
Plan.
Subsequent to December 31, 1999, New York Life Trust Company was replaced with
UMB Bank as the trustee of the Plan and J.P. Morgan/American Century as the
record keeper of the Plan. All assets of the Plan were transferred to UMB Bank
effective January 1, 2000.
CONTRIBUTIONS
Participants can make contributions through payroll deductions ranging from 1%
to 16% of their compensation as defined in the Plan, limited to $10,500 and
$10,000 in 2000 and 1999, respectively. Participants can direct their
contributions to any of the Plan's fund options and may change their investment
options on a daily basis.
4
USA Networks, Inc. Retirement Savings Plan - Commerce
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
The Company contributes an amount equal to 50% of the first 6% of base
compensation that a participant contributes to the Plan. The Company may also
make a discretionary contribution of funds which is set annually by the
Company's Board of Directors. For the year ended December 31, 2000, the
Company's matching contribution was $1,839,085. No discretionary contributions
were made to the Plan.
VESTING
Participant contributions are fully vested at the time of contribution. Vesting
in the Company contribution portion of their accounts plus actual earnings
thereon is based on years of continuous service. A participant is 100% vested
after four years of credited service.
ELIGIBILITY
Participants must be 21 years of age or older and have completed at least one
year of service, as defined in the Plan document.
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the participant's contribution and
allocations of the Company's contributions and Plan earnings. Allocations are
based on participant account balances as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
FORFEITURES
Company matching contributions that become forfeitures are first made
available to reinstate previously forfeited account balances of qualifying
participants who have left the Company and have subsequently returned. The
remaining amount, if any, is used to reduce the Company's matching
contributions. Forfeited non-vested accounts totaled $1,411,530 and $85,658
at December 31, 2000 and 1999, respectively.
5
USA Networks, Inc. Retirement Savings Plan - Commerce
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 reduced by the highest outstanding loan
balance within the last 12 months or 50% of their vested account balances. With
the exception of loans used to purchase a primary residence which can have terms
up to 15 years, loan terms are limited to a maximum of five years. Loans are
secured by the balance in the participant's account and bear interest at a rate
commensurate with commercial prevailing rates as determined by the Plan
administrator. Principal and interest are paid ratably through biweekly payroll
deductions.
PAYMENT OF BENEFITS
Upon a participant's retirement, death, disability or other interruption of
continuous service, his/her entire vested account balance will be distributed in
the form of a lump sum unless the participant's vested balance is at least
$5,000 and the participant elects to leave such amounts in the Plan.
PLAN TERMINATION
Although the Company has expressed no intent to terminate the Plan, in the event
that the Plan is terminated by the Company, all amounts credited to the
participants' accounts would become 100% vested and the assets would be
distributed to participants.
ADMINISTRATIVE EXPENSES
Substantially all of the administrative expenses are paid by the Company.
Participants are responsible for certain transaction fees related to their
respective account, such as loan set-up fees and hardship withdrawal fees. These
participant fees were $27,122 for the year ended December 31, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis of
accounting.
6
USA Networks, Inc. Retirement Savings Plan - Commerce
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect amounts reported in the financial statements and the accompanying
notes. Actual results could differ from those estimates.
INVESTMENTS
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year end. Securities traded on a
national securities exchange are valued at the last reported sales price on the
last business day of the Plan year. The participant loans are valued at their
outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded as of their trade date. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
3. INVESTMENTS
During 2000, the Plan's investments (including investments purchased, sold and
held during the year) appreciated (depreciated) in fair value as determined by
quoted market prices as follows:
Investments in mutual funds $(22,561,790)
Investments in USA Networks Stock, Inc. Stock Fund 9,051,260
---------------
$(13,510,530)
===============
7
USA Networks, Inc. Retirement Savings Plan - Commerce
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The Plan's investments are held in a bank-administered trust fund. The following
are investments that represent 5% or more of the Plan's net assets.
DECEMBER 31
2000 1999
--------------------------------
American Century Ultra Fund $ 6,142,863 $ -
American Century Strategic Aggressive Fund 4,727,690 -
JP Morgan Diversified Fund 4,598,716 -
JP Morgan Smart Index Fund 15,126,772 -
American Century Stable Asset Fund 10,744,300 -
USA Networks, Inc. Stock Fund 14,959,379 12,746,426
New York Life Anchor Account - 9,643,250
Mainstay Institutional Indexed Equity Fund - 11,379,031
USA Networks, Inc. EEPP Stock Fund * - 10,610,917
* Non-participant directed
4. INCOME TAX STATUS
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code. However, the Plan administrator believes that the Plan is
qualified and, therefore, the related trust is exempt from taxation.
8
SUPPLEMENTAL SCHEDULES
USA Networks, Inc. Retirement Savings Plan - Commerce
E.I.N. 59-2649518 Plan No: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2000
(c)
(b) DESCRIPTION OF INVESTMENT INCLUDING (e)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------
* American Century Ultra Fund Mutual fund $ 6,142,863
* American Century Value Fund Mutual fund 1,276,578
* American Century International Growth Fund Mutual fund 2,125,595
* American Century Strategic Conservative Fund Mutual fund 458,078
* American Century Strategic Moderate Fund Mutual fund 2,557,689
* American Century Strategic Aggressive Fund Mutual fund 4,727,690
Schwab Composite Fund Mutual fund 675,669
JP Morgan Diversified Fund Mutual fund 4,598,716
JP Morgan Bond Fund Mutual fund 585,224
JP Morgan Smart Index Fund Mutual fund 15,126,772
Lord Abbett Developing Growth Fund - A Mutual fund 3,302,100
Legg Mason Value Institutional Port FI Mutual fund 2,177,341
* American Century Stable Asset Fund Collective trust fund 10,744,300
* USA Networks, Inc. Stock Fund Common stock 14,959,379
----------------
69,457,994
Participant Loans 8.75 to 10.5% 3,481,454
----------------
$72,939,448
================
*Party-in-interest.
Note: Cost information has not been included in column (d), because all
investments are participant-directed.
9
USA Networks Inc. Retirement Savings Plan - Commerce
E.I.N. 59-2649518 Plan No: 001
Schedule G, Part III
Schedule of Nonexempt Transactions
Year ended December 31, 2000
(b) (c)
(a) RELATIONSHIP TO PLAN, DESCRIPTION OF TRANSACTIONS INCLUDING (d)
IDENTITY OF EMPLOYER, OR OTHER MATURITY DATE, RATE OF INTEREST, PURCHASE
PARTY INVOLVED PARTY-IN-INTEREST COLLATERAL, PAR OR MATURITY VALUE PRICE
- --------------------------------------------------------------------------------------------------------------------
The Home Shopping Employer Late remittance of participant
Network contributions for January 2000 made
March 2, 2000 $ 43,544
Precision Response Employer Late remittance of participant
Corporation contributions for August 2000 made
March 6, 2001 79,382
Precision Response Employer Late remittance of participant
Corporation contributions for August 2000 made
September 28, 2000 78,968
Precision Response Employer Late remittance of participant
Corporation contributions for September 2000 made
October 26, 2000 131,531
Precision Response Employer Late remittance of participant
Corporation contributions for October 2000 made
January 17, 2001 120,476
Precision Response Employer Late remittance of participant
Corporation contributions for November 2000 made
January 26, 2001 134,931
Note: Columns (e) through (j) are not applicable.
10
Exhibit 23
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-48863) pertaining to the USA Networks, Inc. Retirement Savings Plan
- - Commerce of our report dated June 29, 2001, with respect to the financial
statements and schedules of the USA Networks, Inc. Retirement Savings Plan -
Commerce included in this Annual Report (Form 11-K) for the year ended December
31, 2000.
/s/ Ernst & Young
Tampa, Florida
June 29, 2001