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