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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

(Mark One)

     
[x]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE FISCAL YEAR ENDED December 31, 2001

OR

     
[  ]   FOR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE TRANSITION PERIOD FROM            TO           

Commission file number 000-29215

A.     Full title of the plan and the address of the plan, if different from that of the issuer named below: LendingTree 401(k) Retirement Savings Plan

B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: LendingTree, Inc.
11115 Rushmore Drive Charlotte, NC 28277

REQUIRED INFORMATION

     In lieu of the requirements of Items 1-3 of Form 11-K, and as permitted by Item 4 of Form 11-K, plan financial statements and schedules are being filed in accordance with the financial reporting requirements of ERISA.

Appendix A: Financial Statements and Schedule

Page No.

     
5   Report of Independent Accountants
6   Statements of Net Assets Available for Benefits at December 31, 2001 and 2000
7   Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001
8   Notes to Financial Statements
12   Schedule I – Schedule of Assets (Held at End of Year)

Appendix B: Exhibit

     
23   Consent of Independent Accountants (filed electronically herewith)

 

 

SIGNATURES

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned, hereunto duly authorized, on June 20, 2002.

         
LendingTree 401(k) Retirement Savings Plan
(Name of Plan)		    
         
         
By:   /s/Keith B. Hall   Date: June 20, 2002
   
   
    Keith B. Hall    
    Senior Vice President and    
    Chief Financial Officer    

 

 

LendingTree
401(k) Retirement Savings Plan

Financial Statements and Supplemental Schedule
December 31, 2001 and 2000

 

 

LendingTree
401(k) Retirement Savings Plan

Index
             
        Page(s)
       
 
Report of Independent Accountants
     5  
 
        
 
Financial Statements:
        
 
        
   
Statements of Net Assets Available for Benefits
     6  
 
        
   
Statement of Changes in Net Assets Available for Benefits
     7  
 
        
   
Notes to Financial Statements
     8-11  
 
        
 
Supplemental Schedule:*
        
 
        
   
Schedule I — Schedule of Assets (Held at End of Year)
     12  
     
*   Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for reporting and Disclosure under ERISA have been omitted because they are not applicable.

 

 

Report of Independent Accountants

To the Participants and Administrator of
LendingTree 401(k) Retirement Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of LendingTree 401(k) Retirement Savings Plan (the “Plan”) at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina
June 20, 2002

5

 

LendingTree
401(k) Retirement Savings Plan

Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
                 
    2001   2000
   
 
Investments, at fair value
   $ 1,655,430     $ 865,760  
Employer contributions receivable
     8,824       —  
 
    
     
 
Net assets available for benefits
   $ 1,664,254     $ 865,760  
 
    
     
 

The accompanying notes are an integral part of these financial statements.

6

 

LendingTree
401(k) Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001
               
          2001
         
Additions to net assets attributable to:
        
 
Investment income (loss):
        
   
Interest and dividends
   $ 29,609  
   
Net depreciation in fair value of investments — mutual funds
     (221,401 )
 
    
 
     
Total investment loss
     (191,792 )
 
    
 
 
        
 
Contributions:
        
   
Employer contributions
     117,530  
   
Employee contributions
     789,762  
   
Rollover contributions
     111,817  
 
    
 
     
Total contributions
     1,019,109  
 
    
 
     
Total additions
     827,317  
 
    
 
 
        
Deductions to net assets attributable to:
        
 
        
 
Benefits paid to participants
     28,823  
 
    
 
     
Total deductions
     28,823  
 
    
 
 
        
     
Net increase
     798,494  
 
        
Net assets available for benefits:
        
 
Beginning of year
     865,760  
 
    
 
 
        
 
End of year
   $ 1,664,254  
 
    
 

The accompanying notes are an integral part of these financial statements.

7

 

LendingTree
401(k) Retirement Savings Plan

Notes to Financial Statements

1.   Description of the LendingTree 401(k) Retirement Savings Plan
 
    The following description of the LendingTree 401(k) Retirement Savings Plan (formerly the LendingTree.com 401(k) Retirement Savings Plan) (the “Plan”), which was established effective May 1, 2000, is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions, a copy of which is available to each participant from the Plan administrator.

    General
 
    The Plan is a defined contribution plan covering substantially all employees of LendingTree, Inc. (the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

    Eligibility of Participation
 
    An employee becomes eligible to participate in the Plan following attainment of twenty-one years of age and after completing 30 days of service. Eligible participants may enroll in the Plan on the first day of the month following the date upon completion of the eligibility requirements.

    Contributions
 
    Plan participants may make pre-tax contributions up to the maximum dollar amount allowable under certain IRS limitations. Company contributions are also invested by the Plan, as directed by the participant. Participants may also contribute funds from another qualified plan as rollover contributions.
 
    The Company at its election makes matching contributions equal to a uniform percentage of each participant’s salary deferral. All participants are eligible to receive the Company matching contribution regardless of hours of service. The Company may also make a nonmatching discretionary contribution to the Plan. All participants are eligible to receive the discretionary contribution regardless of hours of service, except for participants who terminated employment during the Plan year for reasons other than death, total and permanent disability or retirement, who shall be required to have completed 500 hours of service. During 2001, the Company matched 10% of participant’s deferrals and did not make any nonmatching discretionary contributions to the Plan.

    Vesting
 
    The Plan provides for full and immediate vesting of the employee contributions and the employer contributions vest on a schedule as follows:
         
Years of Service   Percentage
Vesting Purposes   Vested
 
Less than 1
     0 %
1 but less than 2
     50 %
2 or more
     100 %

    Investments
 
    At December 31, 2001 and 2000, the Plan’s funds were invested in a series of mutual funds. Effective January 1, 2002, Company stock was added as an investment option. Subject to certain limitations, participants are provided the option of directing their contributions among these investment options.

8

 

LendingTree
401(k) Retirement Savings Plan

Notes to Financial Statements

    Participant Accounts
 
    Each participant’s account is credited with their voluntary contributions, related Company matching contributions and allocations of (a) the Company’s discretionary contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested balance.

    Payment of Benefits
 
    Upon termination of employment, retirement, death or disability, a participant with a vested interest that exceeds $5,000 may elect to receive either a lump-sum payment of their account balance or equivalent annuity payments over their remaining life expectancy. Normal retirement age is defined by the Plan as 65 years of age. In addition, a participant my request a hardship withdrawal for situations specified in the Plan document.
 
    Forfeited Accounts
 
    Forfeitures relating to the non-vested portion of a terminated participant’s Company contributions are retained by the Plan. Non-vested employer matching contributions may be used to reduce future employer matching contributions and non-vested employer discretionary contributions shall be allocated among eligible participants. The Plan had $1,266 and $231 of forfeitures available to reduce future employer contributions at December 31, 2001 and 2000, respectively.
 
2.   Summary of Significant Accounting Policies

    Basis of Presentation
 
    The accompanying financial statements have been prepared using the accrual basis of accounting.

    Administrative Expenses
 
    Administrative expenses of the Plan are paid by the Company. Fees paid by the Company totaled approximately $25,521 for the period ended December 31, 2001.

9

 

LendingTree
401(k) Retirement Plan

Notes to Financial Statements

    Use of Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reported period. Actual results could differ from those estimates.

    Statement of Changes in Net Assets Available for Benefits
 
    The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

    Investment Valuation and Income Recognition
 
    Participants direct the investment of their accounts by electing the percentage of their contributions to be invested in each investment option. The Plan’s assets are held and invested by Riggs Bank, N.A. (the “Trustee”). Investments are carried at market. Security transactions are accounted for on a trade date basis. Realized gains and losses on security transactions are computed on the basis of average cost of investments sold.
 
3.   Investments
 
    The following presents investments that represent five percent or more of the Plan’s net assets in one or both years:
                 
    December 31,
   
    2001   2000
   
 
AIM Value Fund
   $ 165,094     $ 107,462  
Calvert Income Fund
     284,166       108,027  
Fidelity Advisors Money Market Fund
     88,069       22,815  
Franklin Small Cap Growth Fund
     110,376       48,652  
MFS Mass Investors Growth Fund
     196,792       127,121  
Munder Index 500 Fund
     269,056       125,739  
Munder NetNet Fund
     113,645       75,562  
American Funds Fundamental Investor Fund
     132,577       74,009  
American Funds EuroPacific Growth Fund
     122,122       71,498  
Van Kampen Emerging Growth Fund
     149,743       70,160  

10

 

LendingTree
401(k) Retirement Savings Plan

Notes to Financial Statements

    Concentration of Credit Risk
 
    Financial instruments which potentially subject the Plan to concentrations of credit risk consist primarily of mutual funds. Certain funds invest in debt instruments. The issuer’s abilities to meet these obligations may be affected by economic developments in their respective industries. The Plan has no formal policy regarding collateral to support the financial instruments subject to credit risk.
 
4.   Income Tax Status
 
    The Internal Revenue Service has determined and informed USI Consulting Group that the prototype Plan document is designed in accordance with applicable sections of the Internal Revenue Code (the “IRC”). The Plan has been amended since adoption of the prototype plan; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
5.   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their Company contributions.

11

 

Supplemental Schedule I

LendingTree 401(k) Retirement Savings Plan

Schedule of Assets (Held at End of Year)
December 31, 2001
                     
Identity of   Description   Number of   Current
Party Involved   of Asset   Units   Value
 
 
 
AIM Management Group, Inc.   AIM Value Fund     15,188     $ 165,094  
Alliance Capital Management, LP   Alliance Fund A     4,583       22,411  
Calvert Group, Ltd.   Calvert Income Fund     17,026       284,166  
Fidelity Management Trust Company   Fidelity Advisors Money Market Fund     88,069       88,069  
Franklin Templeton Investments, Inc.   Franklin Small Cap Growth Fund     3,541       110,376  
MFS Investment Management, Inc.   MFS Mass Investors Growth Fund     15,267       196,792  
Munder Capital Management, Inc.   Munder Index 500 Fund     11,234       269,056  
Munder Capital Management, Inc.   Munder NetNet Fund     6,321       113,645  
Pioneer Investment Management, Inc.   Pioneer Cash Reserve Fund     1,266       1,266  
Riggs Bank, N.A.*   Riggs Prime Money Market Fund     113       113  
The American Funds Group, Inc.   American Funds Fundamental Investor Fund     4,830       132,577  
The American Funds Group, Inc.   American Funds EuroPacific Growth Fund     4,545       122,122  
Van Kampen Investments, Inc.   Van Kampen Emerging Growth Fund     3,538       149,743  
               
 
                     
              $ 1,655,430  
               
 

•     Party-in-interest investment with the Plan Trustee.

The above information has been certified as complete and accurate by the Trustee.

Note: Cost information has been omitted because the investments are participant-directed.

12