<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<TABLE>
<S> <C>
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
</TABLE>
5
<PAGE> 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
<PAGE> 7
USA Networks, Inc. Retirement Savings Plan
(previously known as "Home Shopping Network, Inc. Retirement Savings Plan")
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
See accompanying notes.
7
<PAGE> 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
<TABLE>
<CAPTION>
<S> <C>
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
===========
</TABLE>
See accompanying notes.
8
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
----------- ----------
<S> <C> <C>
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
</TABLE>
13
<PAGE> 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.
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
_________________________________________________________________________________________
CASH AND EQUITY INVESTMENT INTERMEDIATE INDEX
CASH SECURITIES CONTRACT GOVERNMENT EQUITY
EQUIVALENTS FUND FUND FUND FUND
__________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
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 $ - $ - $ - $ - $ -
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
__________________________________________________________________________________________
SMALL FIDELITY
CAPITAL ADVISOR STABLE HIGH YIELD TOTAL RETURN
EQUITY GROWTH VALUE CORPORATE ADMINISTRATION
FUND FUND OPTION BOND FUND FUND
__________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
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
==========================================================================================
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
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
--------- ---------- ----------- -------- -------- -------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$(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
======== ========== =========== ======== ======== ======== ======== ======== ==========
<CAPTION>
EMPLOYER
DIRECTED
----------------
USA
NETWORKS, INC.
EEPP STOCK PARTICIPANT
FUND LOANS OTHER TOTAL
---------------- ----------- --------- -----------
<S> <C> <C> <C>
$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
========== ========== ========= ===========
</TABLE>
15
<PAGE> 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
<PAGE> 17
SUPPLEMENTAL SCHEDULES
17
<PAGE> 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
<TABLE>
<CAPTION>
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
- -------------------------------------- ----------------------------- ----------- -------------
<S> <C> <C> <C>
*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
=========== ===========
</TABLE>
*Party-in-interest
18
<PAGE> 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
<TABLE>
<CAPTION>
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
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
19
<PAGE> 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
<TABLE>
<CAPTION>
IDENTITY OF
PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE SELLING PRICE COST OF ASSET
- -------------- -------------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
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
<CAPTION>
CURRENT VALUE OF
IDENTITY OF ASSET ON
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTION DATE NET GAIN (LOSS)
- -------------- -------------------- ---------------- ---------------
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE> 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
<TABLE>
<CAPTION>
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
- ----------------- ------------------ ------------------------------- -------- ------- ------
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
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
- ----------------- ----------- ------- ------------- --------------
<S> <S> <C> <C> <C>
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
</TABLE>
21
<PAGE> 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
