1 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, 1998 ( ) 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 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
2 REQUIRED INFORMATION 1. Not Applicable 2. Not Applicable 3. Not Applicable 4. The USA Networks, Inc. Retirement Savings Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Attached hereto 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 Independent Auditors 2
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereto duly authorized. USA NETWORKS, INC. RETIREMENT SAVINGS PLAN Date: June 28, 1999 By:/s/ Brian J. Feldman --------------------------------------- Brian J. Feldman Member, Plan Administrative Committee 3
4 Audited Financial Statements and Supplemental Schedules USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Year ended December 31, 1998 and as of December 31, 1997 with Report of Independent Auditors 4
5 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Audited Financial Statements and Supplemental Schedules Year ended December 31, 1998 and as of December 31, 1997 CONTENTS Report of Independent Auditors............................................. 6 Audited Financial Statements Statements of Net Assets Available for Benefits............................ 7 Statement of Changes in Net Assets Available for Benefits.................. 8 Notes to Financial Statements.............................................. 9 Supplemental Schedules Line 27a--Schedule of Assets Held for Investment Purposes.................. 18 Line 27b--Schedule of Loans or Fixed Income Obligations.................... 19 Line 27d--Schedule of Reportable Transactions.............................. 20 Line 27f--Schedule of Non-exempt Transactions.............................. 21 5
6 Report of Independent Auditors The Administrative Committee USA Networks, Inc. Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. 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 generally accepted auditing standards. 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, 1998 and 1997 and the changes in its net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. 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 held for investment purposes and loans or fixed income obligations as of December 31, 1998, and reportable transaction and non-exempt 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. These 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. Tampa, Florida /s/ Ernst & Young LLP June 22, 1999 6
7 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Statements of Net Assets Available for Benefits DECEMBER 31 1998 1997 ----------- ----------- Assets Investments, at fair value: Stable Value Option....................................... $ 6,333,846 $ -- High Yield Corporate Bond Fund............................ 300,131 -- Total Return Administration Fund.......................... 494,507 -- Dodge & Cox Stock Fund.................................... 869,927 -- Balance Sheet Investment Fund............................. 2,024,284 -- Indexed Equity Fund....................................... 10,014,252 -- Schafer Value Fund........................................ 596,485 -- Small Capital Growth Fund................................. 558,165 -- Mid Capital Growth Fund................................... 530,794 -- International Fund........................................ 297,835 -- International Stock Fund.................................. 469,058 -- USA Networks, Inc. Stock Fund............................. 9,143,457 -- USA Networks, Inc. EEPP Stock Fund........................ 9,390,392 -- Participant Loans......................................... 1,328,664 -- Cash and cash equivalents................................. -- 16,613 Equity Securities Fund.................................... -- 9,523,199 Investment Contract Fund.................................. -- 3,465,804 Intermediate Government Fund.............................. -- 1,178,767 Index Equity Fund......................................... -- 4,733,386 Small Capital Equity Fund................................. -- 1,610,931 Fidelity Advisor Growth Fund.............................. -- 1,649,304 ----------- ----------- 42,351,797 22,178,004 Receivables: Participant contributions................................. 43,525 220,926 Employer contributions.................................... -- 61,413 ----------- ----------- Net assets available for benefits........................... $42,395,322 $22,460,343 =========== =========== See accompanying notes. 7
8 USA Networks Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1998 ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO: Investment income: Net realized and unrealized appreciation in fair value of plan investments $ 7,983,698 Dividend income 199,873 Interest income 330,161 ----------- 8,513,732 Contributions: Participant contributions 4,344,516 Employer contributions 1,324,141 Participants rollover contributions 656,983 Transfers from other plans 8,428,047 ----------- 14,753,687 ----------- Total additions 23,267,419 DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS ATTRIBUTED TO: Benefits paid to participants 3,332,440 ----------- Net increase in net assets available for benefits 19,934,979 Net assets available for benefits -- beginning of year 22,460,343 ----------- Net assets available for benefits -- end of year $42,395,322 =========== See accompanying notes. 8
9 USA NETWORKS, INC. RETIREMENT SAVINGS PLAN (PREVIOUSLY KNOWN AS "HOME SHOPPING NETWORK, INC. RETIREMENT SAVINGS PLAN") NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. DESCRIPTION OF PLAN The following description of the USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") (the Plan) provides only general information and 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, 1998, the Plan was merged with the Silver King Communications, Inc. 401(k) Retirement Savings Plan (SK Plan). The assets and liabilities of the SK Plan totaling $2,706,619 were transferred to, and assumed by, the Plan. The resulting merged Plan was amended to allow a company match of up to the greater of the first 3% of eligible compensation or $520 per employee. Concurrent with the above merger, the Plan was renamed the HSN, Inc. Retirement Savings Plan, and PNC Bank was replaced with New York Life Trust Company (NYLTC) as the trustee of the Plan. All assets of the Plan were transferred to NYLTC during January 1998. The Plan was amended effective September 30, 1998 to allow the merger of Home Shopping Network, Inc. Employee Equity Participation Plan (EEPP) into the Plan. The assets of the EEPP totaling $5,721,428 consisting of USA Networks, Inc. common stock and money market funds were assumed by the Plan. In addition, the Plan was amended to change the name to the USA Networks, Inc. Retirement Savings Plan effective October 1, 1998. CONTRIBUTIONS Participants may make contributions through payroll deductions from 1% to 16% of their compensation as defined in the Plan, limited to $10,000 in 1998. Participants' contributions may be changed on a quarterly basis. Participants can direct their contributions to any of the Plan's fund options and may change their investment options on a daily basis. 9
10 USA NETWORKS, INC. RETIREMENT SAVINGS PLAN (PREVIOUSLY KNOWN AS "HOME SHOPPING NETWORK, INC. RETIREMENT SAVINGS PLAN") NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN (CONTINUED) The Company may match participant contributions (the Matching Contribution). 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, 1998, the Company's Matching Contribution was $1,324,141. 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 five years of credited service. ELIGIBILITY Participants must be 21 years of age or older and have completed at least 1,000 hours of service, as defined in the Plan document. PARTICIPANTS' ACCOUNTS Each participant's account is credited with the participant's contribution, and: - Any Matching Contribution, which for 1998 was equal to 50% of the first 6% of each participant's deferred compensation with an annual "look-back" match of 100% to those participants who contributed an average of 3% or greater over the plan year, is limited to $520 per participant. - Plan earnings or losses, which are allocated daily. 10
11 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) FORFEITURES Company Matching Contributions which become forfeitures are first made available to reinstate previously forfeited account balances of participants who had left the Company and have subsequently returned. The remaining amount, if any, is used to reduce the Company's Matching Contributions. Forfeitures available for reallocation or to offset future employer contributions were $237,875 and $113,827 at December 31, 1998 and 1997, respectively. Unallocated forfeitures related to the EEPP portion of the Plan were $1,759,610 at December 31, 1998. 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. Loan transactions are treated as a transfer from the investment fund to the loan fund. Loan terms are for a maximum of 5 years or up to 10 years for the purchase of a primary residence. The 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 bi-weekly payroll deductions. DISTRIBUTION 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 become 100% vested, and the assets would be distributed to participants. 11
12 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan"") Notes to Financial Statements 1. DESCRIPTION OF PLAN (CONTINUED) EXPENSES Expenses incurred in connection with Plan administration are paid by the Company. These expenses totaled approximately $92,000 for the year ended December 31, 1998. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. CASH AND CASH EQUIVALENTS The Plan's cash and cash equivalents are held in a trust fund by the Trustee. Cash equivalents include highly liquid, short-term investments with original maturities of less than 91 days. 12
13 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Notes to Financial Statements 3. INVESTMENTS 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 1998 1997 ----------- ---------- New York Life Anchor Account................................ $ 6,333,846 $ Mainstay Institutional Indexed Equity Fund.................. 10,014,252 -- USA Networks, Inc. Common Stock............................. 17,847,817 9,510,041 PNC Bank, Investment Contract Fund.......................... -- 3,465,804 PNC Bank, Intermediate Government Fund...................... -- 1,178,767 PNC Bank, Index Equity Fund................................. -- 4,733,386 PNC Bank, Small Capital Equity Fund......................... -- 1,610,931 PNC Bank, Fidelity Advisor Growth Fund...................... -- 1,649,304 13
14 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Notes to Financial Statements 4. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND The following changes in net assets available for benefits are presented by fund for the year ended December 31, 1998. PARTICIPANT DIRECTED _________________________________________________________________________________________ CASH AND EQUITY INVESTMENT INTERMEDIATE INDEX CASH SECURITIES CONTRACT GOVERNMENT EQUITY EQUIVALENTS FUND FUND FUND FUND __________________________________________________________________________________________ YEAR ENDED DECEMBER 31, 1998 Additions to net assets available for benefits attributed to: Net realized and unrealized appreciation (depreciation) in fair value of plan investments $ $ $ $ $ Dividend income - - - - - Interest income - - - - - Participant contributions - - - - - Employer contributions - - - - - Participant rollover contributions - - - - - Transfers from other plans - - - - - ___________________________________________________________________________________________ Total additions - - - - - Interfund transfers (16,613) (9,523,199) (3,465,804) (1,178,767) (4,733,386) ___________________________________________________________________________________________ Deductions from net assets available for benefits attributed to: Benefits paid to participants - - - - - __________________________________________________________________________________________ Net (decrease) increase (16,613) (9,523,199) (3,465,804) (1,178,767) (4,733,386) Net assets available for benefits-beginning of year 16,613 9,523,199 3,465,804 1,178,767 4,733,386 __________________________________________________________________________________________ Net assets available for benefits-end of year $ - $ - $ - $ - $ - ========================================================================================== PARTICIPANT DIRECTED __________________________________________________________________________________________ SMALL FIDELITY CAPITAL ADVISOR STABLE HIGH YIELD TOTAL RETURN EQUITY GROWTH VALUE CORPORATE ADMINISTRATION FUND FUND OPTION BOND FUND FUND __________________________________________________________________________________________ YEAR ENDED DECEMBER 31, 1998 Additions to net assets available for benefits attributed to: Net realized and unrealized appreciation (depreciation) in fair value of plan investments $ $ $ $ (20,457) $ 10,967 Dividend income - - - 18,018 15,096 Interest income - - 324,653 - - Participant contributions - - 1,114,645 57,701 86,127 Employer contributions - - 331,257 20,492 28,209 Participant rollover contributions - - 6,126 22,993 42,226 Transfers from other plans - - 800,933 - - __________________________________________________________________________________________ Total additions - - 2,577,614 98,747 182,625 Interfund transfers (1,610,931) (1,649,304) 4,400,479 214,384 330,913 Deductions from net assets available for benefits attributed to: Benefits paid to participants - - (644,247) (13,000) (19,031) __________________________________________________________________________________________ Net (decrease) increase (1,610,931) (1,649,304) 6,333,846 300,131 494,507 Net assets available for benefits-beginning of year 1,610,931 1,649,304 - - - __________________________________________________________________________________________ Net assets available for benefits-end of year $ - $ - $6,333,846 $ 300,131 $ 494,507 ========================================================================================== 14
15 PARTICIPANT DIRECTED -------------------------------------------------------------------------------------------------------------------------- BALANCE SMALL MID USA DODGE & SHEET INDEXED SCHAFER CAPITAL CAPITAL NETWORKS, COX STOCK INVESTMENT EQUITY VALUE GROWTH GROWTH INTERNATIONAL INTERNATIONAL INC. STOCK FUND FUND FUND FUND FUND FUND FUND STOCK FUND FUND --------- ---------- ----------- -------- -------- -------- ------------- ------------- ---------- $(10,430) $ (60,219) $ 2,141,498 $(60,498) $ (5,864) $ 21,355 $(23,786) $ 17,467 $2,092,314 10,236 30,430 108,597 3,510 3,378 230 3,805 6,573 -- -- -- -- -- -- -- -- -- 3,248 157,587 633,441 1,636,870 108,444 87,874 109,721 44,279 88,663 396,565 49,409 216,324 535,919 35,192 29,721 34,388 12,961 30,374 61,308 65,508 36,423 58,683 53,647 166,383 54,339 44,032 57,988 48,635 -- -- 1,808,155 -- -- -- -- -- -- -------- ---------- ----------- -------- -------- -------- -------- -------- ---------- 272,310 856,399 6,289,722 140,295 281,492 220,033 81,291 201,065 2,602,070 653,258 1,375,976 4,905,372 461,359 279,242 325,315 231,113 272,860 7,508,368 (55,641) (208,091) (1,180,842) (5,169) (2,569) (14,554) (14,569) (4,867) (966,981) -------- ---------- ----------- -------- -------- -------- -------- -------- ---------- 869,927 2,024,284 10,014,252 596,485 558,165 530,794 297,835 469,058 9,143,457 -- -- -- -- -- -- -- -- -- -------- ---------- ----------- -------- -------- -------- -------- -------- ---------- $869,927 $2,024,284 $10,014,252 $596,485 $558,165 $530,794 $297,835 $469,058 $9,143,457 ======== ========== =========== ======== ======== ======== ======== ======== ========== EMPLOYER DIRECTED ---------------- USA NETWORKS, INC. EEPP STOCK PARTICIPANT FUND LOANS OTHER TOTAL ---------------- ----------- --------- ----------- $3,810,145 $ 71,206 $ -- 7,983,698 -- -- -- 199,873 2,260 -- -- 330,161 -- -- (177,401) 4,344,516 -- -- (61,413) 1,324,141 -- -- -- 656,983 5,721,428 97,531 -- 8,428,047 ---------- ---------- --------- ----------- 9,533,833 168,737 (238,814) 23,267,419 -- 1,219,365 -- -- (143,441) (59,438) -- (3,332,440) ---------- ---------- --------- ----------- 9,390,392 1,328,664 (238,814) 19,934,979 -- -- 282,339 22,460,343 ---------- ---------- --------- ----------- $9,390,392 $1,328,664 $ 43,525 $42,395,322 ========== ========== ========= =========== 15
16 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") Notes to Financial Statements 5. INCOME TAXES The Plan has received a determination letter from the Internal Revenue Service dated June 13, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 6. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle Year 2000 dates. The Plan Sponsor is taking a two phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test software and equipment for the Year 2000 modifications. The Plan Sponsor anticipates substantially completing this phase of the project by August 1999. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Plan Sponsor. For the second phase of the project, Plan management established formal communications with its third-party service providers to determine that they have developed plans to address their own Year 2000 problems as they relate the Plan's operations. All third-party service providers have indicated that they will be Year 2000 compliant by early 1999. If modification of data processing systems of either the Plan, the Plan Sponsor, or its service providers are not completed timely, the Year 2000 problem could have a material impact on the operations of the Plan. Plan management has not developed a contingency plan because they are confident that all systems will be Year 2000 ready. 16
17 SUPPLEMENTAL SCHEDULES 17
18 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") E.I.N. 59-2649518 Plan No: 001 Line 27a -- Schedule of Assets Held for Investment Purposes December 31, 1998 DESCRIPTION OF INVESTMENT (INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE) COST CURRENT VALUE - -------------------------------------- ----------------------------- ----------- ------------- *New York Life Anchor Account Pooled separate account $ 6,333,846 $ 6,333,846 Mainstay Institutional Money Market Money Market fund 686,032 686,032 Mainstay High Yield Corporate Bond Fund Mutual fund 318,482 300,131 PIMCO Total Return Fund Mutual fund 502,168 494,507 Dodge & Cox Stock Fund Mutual fund 932,408 869,927 Franklin Balance Sheet Investment Fund Mutual fund 2,159,866 2,024,284 Mainstay Institutional Indexed Equity Fund Mutual fund 8,424,904 10,014,252 Strong Schafer Value Fund Mutual fund 643,660 596,485 Franklin Small Cap Growth Fund Mutual fund 564,530 558,165 PIMCO Mid Cap Growth Fund Mutual fund 527,938 530,794 GAM International Fund Mutual fund 318,773 297,835 T Rowe Price International Stock Fund Mutual fund 462,056 469,058 *USA Networks, Inc. Common stock 6,795,494 17,847,817 ----------- ----------- 28,670,157 41,023,133 Participant Loans 3.75 to 10% -- 1,328,664 ----------- ----------- $28,670,157 $42,351,797 =========== =========== *Party-in-interest 18
19 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") E.I.N. 59-2649518 Plan No: 001 Line 27b-Schedule of Loans or Fixed Income Obligations Year ended December 31, 1998 Amount Received During Reporting Year Amount Overdue --------------------- -------------------- Unpaid Original Balance Amount at End Identity Of Obligor Of Loan Principal Interest Of Year Detailed Description Of Loan Principal Interest - ---------------------------------------------------------------------------------------------------------------------- Steven Burnett $9,000 $1,092 $443 $6,314 Date of making November 1, $388 $131 6640 Park Street 1996, 9.25%, matures Hollywood, Fl March 29, 2002, collateralized by participant's account, distributed subsequent to year end. 19
20 USA Networks, Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") E.I.N. 59-2649518 Plan No: 001 Line 27d -- Schedule of Reportable Transactions Year ended December 31, 1998 IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE COST OF ASSET - -------------- -------------------- -------------- ------------- ------------- Category (i)--Individual Transactions in Excess of 5% of Plan Assets PNC Bank Investment Contract Fund $3,465,804 $ 2,987,880 PNC Bank Intermediate Government Fund 1,178,767 1,165,642 PNC Bank Index Equity Fund 4,733,386 3,466,762 PNC Bank Small Capital Equity Fund 1,610,931 1,394,971 PNC Bank Fidelity Advisor Growth Fund 1,649,304 1,425,375 New York Life Anchor Account $ 4,644,571 4,644,571 * Franklin Balance Sheet Investment Fund 1,610,931 1,610,931 * Main Stay Institutional Indexed Equity Fund 6,382,690 6,382,690 * Main Stay Institutional Indexed Equity Fund 1,808,155 1,808,155 Category (iii)--Series of Transactions in Excess of 5% of Plan Assets New York Life Anchor Account 7,767,551 7,767,551 New York Life Anchor Account 1,433,705 1,433,705 * Dodge & Cox Stock Fund 1,060,624 1,060,624 * Dodge & Cox Stock Fund 123,175 128,216 * Franklin Balance Sheet Investment Fund 2,767,741 2,767,741 * Franklin Balance Sheet Investment Fund 612,871 607,875 * Main Stay Institutional Indexed Equity Fund 10,660,431 10,660,431 * Main Stay Institutional Indexed Equity Fund 2,490,678 2,235,527 * USA Networks, Inc. Stock Fund 225,720 225,270 * USA Networks, Inc. Stock Fund 3,129,952 1,449,726 CURRENT VALUE OF IDENTITY OF ASSET ON PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTION DATE NET GAIN (LOSS) - -------------- -------------------- ---------------- --------------- Category (i)--Individual Transactions in Excess of 5% of Plan Assets PNC Bank Investment Contract Fund $ 3,465,804 $ 477,924 PNC Bank Intermediate Government Fund 1,178,767 13,125 PNC Bank Index Equity Fund 4,733,386 1,266,624 PNC Bank Small Capital Equity Fund 1,610,931 215,960 PNC Bank Fidelity Advisor Growth Fund 1,649,804 223,929 New York Life Anchor Account 4,644,571 * Franklin Balance Sheet Investment Fund 1,610,931 * Main Stay Institutional Indexed Equity Fund 6,382,690 * Main Stay Institutional Indexed Equity Fund 1,808,155 Category (iii)--Series of Transactions in Excess of 5% of Plan Assets New York Life Anchor Account 7,767,551 New York Life Anchor Account 1,433,705 -- * Dodge & Cox Stock Fund 1,060,624 * Dodge & Cox Stock Fund 123,175 (5,041) * Franklin Balance Sheet Investment Fund 2,767,741 * Franklin Balance Sheet Investment Fund 612,871 4,996 * Main Stay Institutional Indexed Equity Fund 10,660,431 * Main Stay Institutional Indexed Equity Fund 2,490,678 255,151 * USA Networks, Inc. Stock Fund 225,720 * USA Networks, Inc. Stock Fund 3,129,952 1,680,226 There were no Category (ii) or (iv) transactions. * Transactions made on the market Note: Lease rental and expense incurred with transaction are not applicable. 20
21 USA Networks Inc. Retirement Savings Plan (previously known as "Home Shopping Network, Inc. Retirement Savings Plan") E.I.N. 59-2649518 PLAN NO: 001 LINE 27f -- SCHEDULE OF NON-EXEMPT TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 RELATIONSHIP TO DESCRIPTION OF TRANSACTIONS PLAN, EMPLOYER, OR INCLUDING MATURITY DATE, RATE IDENTITY OF PARTY OTHER PARTY-IN- OF INTEREST, COLLATERAL, PAR OR PURCHASE SELLING LEASE INVOLVED INTEREST MATURITY VALUE PRICE PRICE RENTAL - ----------------- ------------------ ------------------------------- -------- ------- ------ Silver King Plan sponsor Late remittance of participant contributions for December- made March 25, 1998 $ 2,160 N/A N/A Silver King Plan sponsor Late remittance of participant contributions for January- made March 20, 1998 15,666 N/A N/A Silver King Plan sponsor Late remittance of participant contributions for February- made March 23, 1998 41,555 N/A N/A EXPENSES INCURRED IN CURRENT VALUE CONNECTION OF ASSET ON NET GAIN OR IDENTITY OF PARTY WITH COST OF TRANSACTION (LOSS) ON EACH INVOLVED TRANSACTION ASSET DATE TRANSACTION - ----------------- ----------- ------- ------------- -------------- Silver King N/A $ 2,160 $ 2,160 N/A N/A 15,666 15,666 N/A Silver King N/A 41,555 41,555 N/A Silver King 21
1 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-48869) pertaining to USA Networks, Inc. Retirement Savings Plan of our report dated June 22, 1999, with respect to the financial statements and schedules of the USA Networks, Inc. Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ Ernst & Young LLP Tampa, Florida June 22, 1999