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--NETWORKS 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--Networks (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--NETWORKS 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 - Networks 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 - Networks 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 - Networks We have audited the accompanying statements of net assets available for benefits of the USA Networks, Inc. Retirement Savings Plan - Networks 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 - Networks Statements of Net Assets Available for Benefits DECEMBER 31 2000 1999 ----------- ----------- ASSETS Investments, at fair value $71,724,245 $80,814,915 Receivables: Participant 157,216 -- Employer 48,694 -- ----------- ----------- Total receivables 205,910 -- ----------- ----------- Net assets available for benefits $71,930,155 $80,814,915 =========== =========== SEE ACCOMPANYING NOTES. 2
USA Networks Inc. Retirement Savings Plan - Networks 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 $ 5,816,528 Contributions: Participant contributions 4,876,822 Employer contributions 1,451,090 Participant rollover contributions 677,913 ------------ 7,005,825 Transfers from USA Networks, Inc. Retirement Savings Plan - Commerce 4,344,635 Transfers from October Films 401(k) Plan 507,550 ------------ Total additions 17,674,538 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Net realized and unrealized depreciation in fair value of plan investments 16,193,383 Benefits paid to participants 10,360,445 Administrative expenses 5,470 ------------ Total deductions 26,559,298 ------------ Net decrease in net assets available for benefits (8,884,760) Net assets available for benefits--beginning of year 80,814,915 ------------ Net assets available for benefits--end of year $ 71,930,155 ============ SEE ACCOMPANYING NOTES. 3
USA NETWORKS, INC. RETIREMENT SAVINGS PLAN - NETWORKS Notes to Financial Statements December 31, 2000 1. DESCRIPTION OF THE PLAN The following description of the USA Networks, Inc. Retirement Savings Plan - Networks (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 and restated to include $4,344,635 of net assets of USA Broadcasting and USAi Corporate, which were previously included in the USA Networks Inc. Retirement Savings Plan - Commerce, and $507,550 of net assets of October Films 401(k) Plan. Concurrent with the above merger and transfer, the Plan was renamed the USA Networks, Inc. Retirement Savings Plan - Networks. In addition, the amendment to the Plan changed certain other provisions of the Plan, including vesting requirements and eligibility. Participants should refer to the Plan agreement for a more complete description of all changes made to the provisions. 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. 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 $1,451,090. No discretionary contributions were made to the Plan. 4
USA Networks, Inc. Retirement Savings Plan - Networks Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) 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 have completed at least three months 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 $218,015 and $894,334 at December 31, 2000 and 1999, respectively. 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. 5
USA Networks, Inc. Retirement Savings Plan - Networks Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) 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 new loan set-up fees and hardship withdrawal fees. The participant expenses were $5,470 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. 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. 6
USA Networks, Inc. Retirement Savings Plan - Networks Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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) depreciated in fair value as determined by quoted market prices as follows: Investments in mutual funds $(16,148,207) Investments in USA Networks Inc. Stock Fund (45,176) -------------- $(16,193,383) ============== 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 $28,855,394 $24,732,910 American Century Value Fund 3,965,478 -- American Century International Growth Fund 4,311,521 14,177,464 Schwab Composite Fund 6,734,721 8,003,802 JP Morgan Smart Index Fund 6,659,296 -- American Century Stable Asset Fund 11,151,330 13,084,320 American Century Equity Index Fund -- 8,105,864 7
USA Networks, Inc. Retirement Savings Plan - Networks Notes to Financial Statements (continued) 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 - Networks E.I.N. 06-1060657 Plan No: 001 Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 31, 2000 (c) (b) DESCRIPTION OF INVESTMENT INCLUDING MATURITY (e) IDENTITY OF ISSUE, BORROWER, DATE, RATE OF INTEREST, COLLATERAL, PAR OR CURRENT (a) LESSOR, OR SIMILAR PARTY MATURITY VALUE VALUE - -------------------------------------------------------------------------------------------------------------------- * American Century Ultra Fund Mutual fund $28,855,394 * American Century Value Fund Mutual fund 3,965,478 * American Century International Growth Fund Mutual fund 4,311,521 * American Century Strategic Allocation - Conservative Mutual fund 53,407 * American Century Strategic Allocation - Moderate Mutual fund 724,033 * American Century Strategic Allocation - Aggressive Mutual fund 973,680 Schwab Composite Fund Mutual fund 6,734,721 JP Morgan Diversified Fund Mutual fund 2,318,707 JP Morgan Bond Fund Mutual fund 183,894 JP Morgan Smart Index Fund Mutual fund 6,659,296 Lord, Abbett & Co Developing Growth Fund Class A Mutual fund 2,292,565 LM Value Institutional Port F1 Fund Mutual fund 1,220,214 * American Century Stable Asset Fund Collective trust fund 11,151,330 * USA Networks, Inc. Stock Fund Common stock 890,400 ---------------- 70,334,640 Participant Loans 8.75 % to 10.75% 1,389,605 ---------------- $71,724,245 ================ - ---------- *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 - Networks E.I.N. 06-1060657 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 - -------------------------------------------------------------------------------------------------------------------- USA Broadcasting Employer Late remittance of participant Companies contributions for January 2000 made February 23, 2000 $91,209 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. 333-37284) pertaining to the USA Networks, Inc. Retirement Savings Plan - Networks of our report dated June 29, 2001, with respect to the financial statements and schedules of the USA Networks, Inc. Retirement Savings Plan - Networks included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ Ernst & Young Tampa, Florida June 29, 2001