11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-7797
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
PHH Corporation Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
PHH Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
PHH CORPORATION EMPLOYEE SAVINGS PLAN
All other schedules required by Section 2520.103-10 of the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the PHH Corporation Employee Benefits Committee and Participants of the PHH Corporation Employee
Savings Plan:
We have audited the accompanying statement of net assets available for benefits of the PHH
Corporation Employee Savings Plan (the Plan) as of December 31, 2005, and the related statement
of changes in net assets available for benefits for the year then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight
Board (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. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2005, and the changes in net assets available
for benefits for the year then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audit was 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) as of December 31, 2005
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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2005 financial statements
and, in our opinion, is fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Philadelphia, Pennslyvania
December 18, 2006
2
PHH CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2005
|
|
|
|
|
|
|
|
|
|
|
ASSETS: |
|
|
|
|
Cash and cash equivalents |
|
$ |
1,356,906 |
|
|
|
|
|
Investments: |
|
|
|
|
Mutual funds |
|
|
143,749,292 |
|
Common/collective trusts |
|
|
29,722,218 |
|
PHH Corporation common stock |
|
|
2,072,273 |
|
Cendant Corporation common stock |
|
|
10,724,935 |
|
Loans to participants |
|
|
6,731,568 |
|
|
|
|
|
Total investments |
|
|
193,000,286 |
|
|
|
|
|
Receivables: |
|
|
|
|
Participant contributions |
|
|
499 |
|
Interest and dividends |
|
|
6,133 |
|
|
|
|
|
Total receivables |
|
|
6,632 |
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
194,363,824 |
|
|
|
|
|
See Notes to Financial Statements.
3
PHH CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2005
|
|
|
|
|
|
|
|
|
|
|
ADDITIONS TO NET ASSETS: |
|
|
|
|
Contributions: |
|
|
|
|
Participant |
|
$ |
22,821,066 |
|
Employer |
|
|
15,222,763 |
|
Rollovers |
|
|
1,234,267 |
|
|
|
|
|
Total contributions |
|
|
39,278,096 |
|
|
|
|
|
Net investment income: |
|
|
|
|
Interest and dividends |
|
|
7,300,287 |
|
Net appreciation in fair value of investments |
|
|
3,018,393 |
|
|
|
|
|
Net investment income |
|
|
10,318,680 |
|
Assets transferred in from the Cendant
Corporation Employee Savings Plan and the First
Fleet Corporation Employee Savings Plan |
|
|
201,412,101 |
|
|
|
|
|
Total additions |
|
|
251,008,877 |
|
|
|
|
|
DEDUCTIONS FROM NET ASSETS: |
|
|
|
|
Benefits paid to participants |
|
|
11,778,846 |
|
Net assets transferred out to the PHH Home
Loans, LLC Employee Savings Plan |
|
|
44,849,302 |
|
Administrative expenses |
|
|
16,905 |
|
|
|
|
|
Total deductions |
|
|
56,645,053 |
|
|
|
|
|
NET INCREASE IN NET ASSETS |
|
|
194,363,824 |
|
NET ASSETS AVAILABLE FOR BENEFITS: |
|
|
|
|
AT INCEPTION |
|
|
|
|
|
|
|
|
END OF YEAR |
|
$ |
194,363,824 |
|
|
|
|
|
See Notes to Financial Statements.
4
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following description of the PHH Corporation Employee Savings Plan (the Plan) provides only
general information. Participants should refer to the Summary Plan Description or the Plan
Document, which are available from PHH Corporation (the Company, PHH or the Plan Sponsor)
(NYSE: PHH), for a more complete description of the Plans provisions.
The Plan is a defined contribution plan that provides Internal Revenue Code (IRC) Section 401(k)
employee salary deferral benefits and additional employer contributions for the Companys eligible
employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The Plan is administered by the Companys Employee Benefits Committee (the Plan
Administrator). Merrill Lynch Trust Company FSB (the Trustee) is the Plans trustee.
As of January 1, 2005, PHH was a wholly owned subsidiary of Cendant Corporation. During 2006,
Cendant Corporation changed its name to Avis Budget Group, Inc.; however, within these Notes to
Financial Statements, PHHs former parent company, now known as Avis Budget Group, Inc. (NYSE: CAR)
is referred to as Cendant. On February 1, 2005, PHH began operating as an independent, publicly
traded company pursuant to a spin-off from Cendant (the Spin-Off). Prior to the Spin-Off, Cendant
sponsored defined contribution savings plans that provided certain eligible employees of the
Company an opportunity to accumulate funds for retirement. The Plan was formed effective January 1,
2005 for the Companys employees who would continue to be the Companys employees after the
Spin-Off. Accordingly, during 2005, the Plan received a transfer of net assets of approximately
$200.4 million from the Cendant Corporation Employee Savings Plan representing account balances of
the Companys employees. In addition, the First Fleet Corporation Retirement Plan merged into the
Plan as of January 1, 2005. During 2005, the Plan received a transfer of net assets of
approximately $1.0 million from the First Fleet Corporation Retirement Plan representing account
balances of First Fleet Corporation employees.
During 2005, the Company transferred employees to its joint venture with Realogy Corporation, PHH
Home Loans, LLC. Accordingly, in the fourth quarter of 2005, the Plan transferred approximately
$44.8 million of net assets from the Plan to the PHH Home Loans, LLC Employee Savings Plan
representing account balances of PHH Home Loans, LLC employees.
The following is a summary of certain Plan provisions:
Eligibility Each regular employee of the Company (as defined in the Plan Document) is eligible
to participate in the Plan following the later of commencement of employment or the attainment of
age eighteen. Each part-time employee of the Company (as defined in the Plan Document) is eligible
to participate in the Plan following the later of one year of eligible service or the age of
eighteen.
Participant Contributions Participants may elect to make pre-tax contributions up to 20% of
pre-tax annual compensation up to the statutory maximum of $14,000 for 2005. Certain eligible
participants (age 50 and over) are permitted to contribute an additional $4,000 as a catch up
5
contribution, resulting in a total pre-tax contribution of $18,000 for 2005. Participants may
change their investment allocations between funds on a daily basis.
Employer Contributions The Company makes matching contributions to the Plan equal to 100% of
each eligible participants salary deferral up to 6% of such participants eligible compensation
per pay period. Participants are eligible for the employer contribution following one year of
service (as defined in the Plan Document) provided they are regularly scheduled to work at least 20
hours per week.
Rollovers All participants, upon commencement of employment, are provided the option of making a
rollover contribution into the Plan in accordance with Internal Revenue Service (IRS)
regulations.
Investments Participants direct the investment of contributions to various investment options
and may reallocate investments among the various funds or change future contributions on a daily
basis. The fund reallocation must be in 1% increments and include both employee and employer
contributions. Only one reallocation is allowed each day. Participants should refer to each funds
prospectus for a more complete description of the risks associated with each fund.
Vesting Schedule At any time, participants are 100% vested in their participant, employer and
rollover contributions.
Loan Provision Participants may borrow from their fund accounts up to the lesser of $50,000 or
50% of their vested balance, provided the vested balance is at least $1,000. The loans are secured
by the participants vested account balance and bear interest at a rate equal to the prime rate
plus one percent. Loan repayments are made through payroll deductions over a term not to exceed
five years, unless the proceeds of the loan are used to purchase the principal residence of the
participant, in which case the term is not to exceed 15 years.
Participant Accounts A separate account is maintained for each participant. Each participants
account is credited with the participants contributions and allocations of the Companys
contributions and Plan earnings, including interest, dividends and net realized and unrealized
appreciation in fair value of investments. Each participants account is also charged an allocation
of net realized and unrealized depreciation in fair value of investments and certain administrative
expenses. Allocations are based on participant account balances, as defined in the Plan Document.
The benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Payment of Benefits to Participants Participants are entitled to withdraw all or any portion of
their vested accounts in accordance with the terms of the Plan and applicable law. Participants
may make full or partial withdrawals of funds in any of their accounts upon attaining age 59 1/2 or
for a hardship in certain circumstances (as defined in the Plan Document) before that age. If a
terminated participants account balance is more than $1,000 but does not exceed $5,000 (excluding
any rollover contributions and related earnings thereon), the account balance will automatically be
rolled over to a Merrill Lynch Individual Retirement Rollover Account. If a terminated
participants account balance exceeds $5,000, no distribution will be made unless the participant
consents to a distribution. A terminated participant with an account balance of $1,000 or less
will automatically receive a lump sum distribution. Amounts to be paid to participants who have
elected to withdraw from the Plan, but did not yet receive distributions from the Plan totaled
$108,150 at December 31, 2005.
6
Forfeited Accounts Forfeited balances of terminated participants non-vested accounts may be
utilized as employer contributions to satisfy employer contribution requirements. As of December
31, 2005, forfeited account balances related to assets of plans that were transferred into the Plan
and amounted to $10,910. In 2005, no forfeited balances were utilized to satisfy employer
contribution requirements.
Administrative Expenses Administrative expenses of the Plan may be paid by the Company at its
discretion; otherwise, such expenses are paid by the Plan. During 2005, all administrative expenses
recorded by the Plan were loan origination fees and associated expenses charged to applicable
participant accounts. All other administrative expenses associated with the Plan were paid by the
Company.
2. Summary of Significant Accounting Policies
Basis of Accounting The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents The Plan considers highly liquid investments with an original maturity
of three months or less to be cash equivalents.
Valuation of Investments and Income Recognition The Plans investments in PHH Corporation common
stock, Cendant Corporation common stock, mutual funds, loans to participants and cash and cash
equivalents are stated at fair value. Securities traded on a national securities exchange are
valued at the last reported sales price on the last business day of the Plan year. Shares of
registered investment companies are valued at the quoted market price, which represents the net
asset value of shares held by the Plan at year-end. Loans to participants are valued at cost, which
approximates fair value. The Plans investments in common/collective trusts consists of a fund that
invests primarily in guaranteed investment contracts with high quality insurance companies. The
Plans investment in this common/collective trust is valued at amounts contributed, plus the Plans
pro-rata share of interest income earned by such fund, less administrative expenses and
withdrawals. The value recorded in the Plans financial statements for such fund was $29,722,218 at
December 31, 2005.
Management fees and operating expenses charged to the Plan for investments in mutual funds are
deducted from income earned on a daily basis and are not separately reflected. Consequently,
management fees and operating expenses are reflected as a reduction of investment return for such
investments.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date and interest is recorded when earned. The accompanying Statement of Changes in Net
Assets Available for Benefits presents net appreciation in fair value of investments, which
includes unrealized gains and losses on investments held at December 31, 2005 and realized gains
and losses on investments sold during the year then ended.
Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the Plan Administrator to
make estimates and assumptions that affect the amounts reported and related disclosures. Actual
results could differ from those estimates.
Risks and Uncertainties The Plan invests in various securities including mutual funds,
common/collective trusts, PHH Corporation common stock and Cendant Corporation common
7
stock. Investment securities are exposed to various risks, such as interest rate and credit risks
and overall market volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment securities will
occur in the near term and that those changes could materially affect the amounts reported in the
financial statements.
Payment of Benefits Benefits to participants are recorded upon distribution.
3. Investments
The following table presents investments that represent five percent or more of the Plans net
assets available for benefits as of December 31, 2005:
|
|
|
|
|
Merrill Lynch Retirement Preservation Trust (1) |
|
$ |
29,722,218 |
|
Oppenheimer Capital Appreciation Fund |
|
|
16,581,081 |
|
Pimco Total Return Fund |
|
|
15,176,334 |
|
Davis New York Venture Fund |
|
|
13,465,570 |
|
ING International Value Fund |
|
|
13,321,741 |
|
Harbor Small Cap Value Fund |
|
|
13,028,184 |
|
Merrill Lynch Equity Index Trust XII (1) |
|
|
12,144,447 |
|
Cendant Corporation common stock (1) |
|
|
10,724,935 |
|
Oppenheimer Developing Markets Fund |
|
|
10,037,162 |
|
Allianz OCC Renaissance Fund |
|
|
9,958,429 |
|
MFS Mid Cap Growth Fund |
|
|
9,743,724 |
|
|
|
|
(1) |
|
Permitted party-in-interest transaction (see Note 5, Exempt Party-in-Interest Transactions). |
During 2005, the Plans investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
|
|
|
|
Mutual funds |
|
$ |
6,403,006 |
|
Common/collective trusts |
|
|
186,266 |
|
Common stocks (1) |
|
|
(3,570,879 |
) |
|
|
|
|
|
|
$ |
3,018,393 |
|
|
|
|
|
|
|
|
(1) |
|
Permitted party-in-interest transaction (see Note 5, Exempt Party-in-Interest Transactions). |
4. Federal Income Tax Status
The Plan is governed by a Plan Document which the Plan Administrator believes was drafted to
satisfy the applicable provisions of the IRC and is intended to comply with those provisions. Due
to recent administrative changes regarding the timing for the application of IRS plan determination
letters, the Plan is not yet required to apply for, nor has it received, a determination letter
from the IRS. However, the Plan Administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRC and may be amended, if
necessary, to continue to comply with applicable requirements. Therefore, no provision for income
tax has been included in the Plans financial statements.
8
5. Exempt Party-in-Interest Transactions
A portion of the Plans investments represent shares in funds managed by the Trustee. These
transactions qualify as exempt party-in-interest transactions.
At December 31, 2005, the Plan held 73,957 shares of PHH Corporation common stock with
participants cost basis of $1,636,657 and 621,735 shares of Cendant Corporation common stock with
participants cost basis of $9,043,220. During 2005, the Plan earned dividend income of $299,221
from Cendant Corporation common stock. During 2005, the Plan recorded $299,067 and $(3,869,946) of
net appreciation (depreciation) in fair value of PHH Corporation common stock and Cendant
Corporation common stock, respectively. PHH Corporation is the sponsoring employer of the Plan and
Cendant Corporation is the former parent of PHH Corporation. These transactions qualify as exempt
party-in-interest transactions.
6. Plan Termination
Although it has not expressed any intention to do so, the Company reserves the right to modify,
suspend, amend or terminate the Plan in whole or in part at any time subject to the provisions of
ERISA.
7. Subsequent Events
Effective March 1, 2006, the Plan Administrator suspended all further purchases of PHH Corporation
Common Stock for investment until the Company filed its Annual Report on Form 10-K for the fiscal
year ended on December 31, 2005. Effective November 9, 2006, the Plan Administrator continued its
suspension of further purchases of PHH Corporation common stock for investment until the Company
files its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and
September 30, 2006.
9
Plan Number: 001
EIN: 52-0551284
PHH CORPORATION EMPLOYEE SAVINGS PLAN
FORM 5500, PART IV, SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Shares, |
|
|
|
|
|
|
|
|
Identity of Issue, Borrower, |
|
Description |
|
|
Units or |
|
|
|
|
|
|
Current |
|
Current Lessor or Similar Party |
|
of Investment |
|
|
Par Value |
|
|
Cost (1) |
|
|
Value |
|
PHH Corporation Common Stock (2) |
|
Common stock |
|
|
73,957 |
|
|
|
|
|
|
$ |
2,072,273 |
|
Cendant Corporation Common Stock (2) |
|
Common stock |
|
|
621,735 |
|
|
|
|
|
|
|
10,724,935 |
|
Merrill Lynch Retirement Preservation Trust (2) |
|
Common/collective trust |
|
|
29,722,218 |
|
|
|
|
|
|
|
29,722,218 |
|
Vanguard Explorer Fund |
|
Mutual fund |
|
|
37,936 |
|
|
|
|
|
|
|
2,652,120 |
|
The Oakmark Equity and Income Fund |
|
Mutual fund |
|
|
240,066 |
|
|
|
|
|
|
|
5,996,860 |
|
Merrill Lynch Equity Index Trust XII (2) |
|
Mutual fund |
|
|
842,195 |
|
|
|
|
|
|
|
12,144,447 |
|
Allianz OCC Renaissance Fund |
|
Mutual fund |
|
|
459,126 |
|
|
|
|
|
|
|
9,958,429 |
|
Pioneer Mid-Cap Value Fund |
|
Mutual fund |
|
|
309 |
|
|
|
|
|
|
|
7,455 |
|
Lord Abbett Bond Debenture Fund |
|
Mutual fund |
|
|
153,512 |
|
|
|
|
|
|
|
1,194,322 |
|
Scudder RReef Real Estate Securities Fund |
|
Mutual fund |
|
|
168,115 |
|
|
|
|
|
|
|
3,498,481 |
|
ING International Value Fund |
|
Mutual fund |
|
|
745,481 |
|
|
|
|
|
|
|
13,321,741 |
|
Goldman Sachs Growth Opportunities Fund |
|
Mutual fund |
|
|
15 |
|
|
|
|
|
|
|
330 |
|
Harbor Small Cap Value Fund |
|
Mutual fund |
|
|
656,994 |
|
|
|
|
|
|
|
13,028,184 |
|
Oppenheimer Quest Balanced Fund |
|
Mutual fund |
|
|
133,045 |
|
|
|
|
|
|
|
2,376,176 |
|
Oppenheimer Capital Appreciation Fund |
|
Mutual fund |
|
|
377,529 |
|
|
|
|
|
|
|
16,581,081 |
|
Allianz CCM Capital Appreciation Fund |
|
Mutual fund |
|
|
165,535 |
|
|
|
|
|
|
|
3,204,750 |
|
MFS Mid Cap Growth Fund |
|
Mutual fund |
|
|
1,061,408 |
|
|
|
|
|
|
|
9,743,724 |
|
Oppenheimer International Growth Fund |
|
Mutual fund |
|
|
110,500 |
|
|
|
|
|
|
|
2,393,433 |
|
Pimco Total Return Fund |
|
Mutual fund |
|
|
1,445,366 |
|
|
|
|
|
|
|
15,176,334 |
|
Davis New York Venture Fund |
|
Mutual fund |
|
|
395,233 |
|
|
|
|
|
|
|
13,465,570 |
|
Oppenheimer Developing Markets Fund |
|
Mutual fund |
|
|
276,277 |
|
|
|
|
|
|
|
10,037,162 |
|
MFS Value Fund Class A |
|
Mutual fund |
|
|
145,953 |
|
|
|
|
|
|
|
3,378,816 |
|
Massachusetts Investors Growth Stock Fund Class A |
|
Mutual fund |
|
|
435,349 |
|
|
|
|
|
|
|
5,589,877 |
|
Loans to participants (3) |
|
|
|
|
|
|
6,731,568 |
|
|
|
|
|
|
|
6,731,568 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,356,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
194,357,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Cost information is not required for participant-directed investments. |
|
(2) |
|
Represents a permitted party-in-interest transaction. |
|
(3) |
|
Maturity dates range principally from January 2006 to December 2020. Interest rates range from 4.5% to 10.5%. |
10
SIGNATURES
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.
|
|
|
|
|
|
PHH Corporation Employee Savings Plan |
|
|
|
|
|
|
|
By:
|
|
/s/ Clair M. Raubenstine |
|
|
|
|
|
|
|
Name:
|
|
Clair M. Raubenstine |
|
|
Title:
|
|
Member, Employee Benefits Committee |
Date: December 22, 2006
11