11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
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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 securities held pursuant to the plan and the address of its principal executive office:
PHH Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
TABLE OF CONTENTS
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FINANCIAL STATEMENTS: |
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SUPPLEMENTAL SCHEDULE: |
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11 |
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12 |
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EX-23-1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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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 statements of net assets available for benefits of the PHH
Corporation Employee Savings Plan (the Plan) as of December 31, 2007 and 2006, and the related
statements of changes in net assets available for benefits for the years 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 audits.
We conducted our audits 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 audits 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 audits provide 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, 2007 and 2006, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
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) as of December 31,
2007 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 2007 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, Pennsylvania
June 25, 2008
1
PHH CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2007 |
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2006 |
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ASSETS: |
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Cash and cash equivalents |
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$ |
55,069 |
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$ |
290,598 |
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Participant-directed investments, at fair value |
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249,157,852 |
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227,829,713 |
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Receivables: |
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Participant contributions |
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671,597 |
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754,525 |
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Employer contributions |
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407,177 |
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547,245 |
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Interest and dividends |
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23,225 |
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12,674 |
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Total receivables |
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1,101,999 |
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1,314,444 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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250,314,920 |
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229,434,755 |
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Adjustment from fair value to contract value
for fully benefit responsive investment
contracts |
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352,121 |
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631,313 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
250,667,041 |
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$ |
230,066,068 |
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See Notes to Financial Statements.
2
PHH CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31, |
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2007 |
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2006 |
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ADDITIONS TO NET ASSETS: |
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Contributions: |
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Participant |
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$ |
16,625,711 |
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$ |
17,486,295 |
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Employer |
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10,992,332 |
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11,606,440 |
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Rollovers |
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1,230,364 |
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939,005 |
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Total contributions |
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28,848,407 |
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30,031,740 |
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Net investment income: |
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Interest and dividends |
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16,816,353 |
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10,484,641 |
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Net appreciation in fair value of investments |
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1,569,882 |
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12,242,378 |
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Net investment income |
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18,386,235 |
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22,727,019 |
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Assets transferred in from the PHH Home Loans,
LLC Employee Savings Plan |
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1,531,489 |
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1,331,849 |
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Total additions |
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48,766,131 |
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54,090,608 |
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DEDUCTIONS FROM NET ASSETS: |
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Benefits paid to participants |
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27,454,338 |
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17,441,478 |
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Assets transferred out to the PHH Home Loans,
LLC Employee Savings Plan |
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690,226 |
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929,781 |
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Administrative expenses |
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20,594 |
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17,105 |
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Total deductions |
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28,165,158 |
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18,388,364 |
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NET INCREASE IN NET ASSETS |
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20,600,973 |
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35,702,244 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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BEGINNING OF YEAR |
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230,066,068 |
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194,363,824 |
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END OF YEAR |
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$ |
250,667,041 |
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$ |
230,066,068 |
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See Notes to Financial Statements.
3
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 the Plan sponsor, 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 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 Company and fiduciary responsibility for the Plan
has been delegated by the Companys Board of Directors to the Employee Benefits Committee (the
Plan Administrator). Merrill Lynch Trust Company FSB (the Trustee) is the Plans trustee.
On March 15, 2007, the Company entered into a definitive agreement (the Merger Agreement)
with General Electric Capital Corporation (GE) and its wholly owned subsidiary, Jade Merger Sub,
Inc. to be acquired (the Merger). In conjunction with the Merger Agreement, GE entered into an
agreement (the Mortgage Sale Agreement) to sell the mortgage operations of the Company (the
Mortgage Sale) to Pearl Mortgage Acquisition 2 L.L.C. (Pearl Acquisition), an affiliate of The
Blackstone Group (Blackstone), a global investment and advisory firm. Upon the effective date of
the Merger and Mortgage Sale, PHH Mortgage Corporation or an affiliate thereof (PHH Mortgage)
would have assumed sponsorship of and fiduciary responsibility for the Plan. Upon the transfer of
the sponsorship of the Plan, it was anticipated that PHH Mortgage would have ceased receiving
participant salary deferrals from and making employer contributions on behalf of former Company
employees that would have been employed by GE.
On January 1, 2008, the Company gave a notice of termination to GE pursuant to the Merger
Agreement because the Merger was not completed by December 31, 2007. On January 2, 2008, the
Company received a notice of termination from Pearl Acquisition pursuant to the Mortgage Sale
Agreement and on January 4, 2008, a Settlement Agreement (the Settlement Agreement) between the
Company, Pearl Acquisition and Blackstone Capital Partners V L.P. (BCP V) was executed. Fiduciary
responsibility for management of the Plan was not transferred from the Company. Additionally, the
Company continues to sponsor the Plan and to receive salary deferrals from and to make employer
contributions to the Companys eligible participants in accordance with the Plan Document.
On March 1, 2006, the Trustee and all eligible Plan participants were instructed to suspend
all further purchases of Company common stock within the Plan until the Company filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2005. On November 9, 2006, all eligible
Plan participants were notified that the suspension of purchases of Company common stock within the
Plan had been extended until the Company became a current filer with the Securities and Exchange
Commission (SEC). Refer to the Companys Current Reports on Form 8-K filed with the SEC on March
1, 2006 and November 9, 2006, which provide further details of these blackout periods.
Notwithstanding the instructions having been given, the Company and the Plan Administrator became
aware that there were purchases of Company common stock within the Plan during the blackout periods
by certain Plan participants. The Company evaluated these purchases and determined that they did
not result in any impact on the financial statements of the Plan. On June 29, 2007, the Company
further extended the blackout period until the earlier of the effective date of the Merger
Agreement or December 31, 2007.
4
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
On January 8, 2008, the Company informed Plan participants of its decision to permanently
suspend all further purchases of PHH common stock within the Plan effective January 1, 2008.
Participants holding Company stock as of January 1, 2008 were permitted to hold, sell, redeem or
transfer their current holdings of Company stock subject to the applicable Plan provisions and
Company policy.
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 $15,500 for 2007. Certain eligible
participants (age 50 and over) are permitted to contribute an additional $5,000 as a catch up
contribution, resulting in a total pre-tax contribution of $20,500 for 2007. 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. Catch up contributions made by eligible participants (age 50 and over) are not
matched by the Company.
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 and Plan provisions.
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. Participants
may be subject to penalties imposed by certain funds due to a participants failure to hold
investments in such funds for specified periods of time.
Qualified Default Investment Alternative. On October 24, 2007, the United States of America
(U.S.) Department of Labor published final regulations, effective December 24, 2007, which
provided guidance to plan sponsors on the selection and use of a qualified default investment
alternative (QDIA). As contemplated in the Pension Protection Act of 2006 (PL 109-280), the final
regulation created a fiduciary safe harbor for plan sponsors to invest plan participants
investments, in certain circumstances, where no investment direction is given by a plan
participant. On December 4, 2007, the Plan Administrator designated the Oakmark Equity & Income
Fund as the Plans QDIA.
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
5
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 their salary deferral or rollover 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,
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 $55,054 and $110,903 at December 31, 2007 and 2006,
respectively.
Transfers. PHH Home Loans, LLC (Home Loans) sponsors the PHH Home Loans, LLC Employee
Savings Plan for its eligible employees. If participants change their employer between Home Loans
and PHH (or a wholly-owned subsidiary of PHH) during the year, their account balances are
transferred into the corresponding plan.
Administrative Expenses. Administrative expenses of the Plan may be paid by PHH at its
discretion; otherwise, such expenses are paid by the Plan. During 2007 and 2006, all administrative
expenses recorded by the Plan were primarily loan origination fees and associated expenses charged
to applicable participant accounts. All other administrative expenses associated with the Plan were
paid by PHH.
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 U.S. (GAAP).
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 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 consist of funds that
invest primarily in fixed interest insurance investment contracts, money market funds, corporate
and government bonds, mortgage-backed securities, bond funds, equity securities and fixed income
securities. As required by FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare Pension Plans, the Plans investments in these
common/collective trusts are presented in the Statements of Net Assets Available for Benefits at
the fair value of the underlying investments and an adjustment from fair value to
contract value for fully benefit responsive investment contracts is presented as a separate
line item. Contract values represent amounts contributed, plus the Plans pro-rata share of
interest income earned by such fund, less administrative expenses and withdrawals.
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 stated. Consequently,
management fees and operating expenses are reflected as a reduction of investment return for such
investments.
6
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 Statements of
Changes in Net Assets Available for Benefits present net appreciation in fair value of investments,
which includes unrealized gains and losses on investments held at December 31, 2007 and 2006 and
realized gains and losses on investments sold during the years then ended.
Use of Estimates. The preparation of financial statements in conformity with GAAP 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 and common 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.
Recently Issued Accounting Pronouncements. In September 2006, the Financial Accounting
Standards Board (the FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in GAAP and expands disclosures about fair value measurements.
The changes to current practice resulting from the application of SFAS No. 157 relate to the
definition of fair value, the methods used to measure fair value and the expanded disclosures about
fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 with earlier application permitted, subject to certain
conditions. The provisions of SFAS No. 157 should be applied prospectively as of the beginning of
the fiscal year in which it is initially applied, except for certain financial instruments which
require retrospective application as of the beginning of the fiscal year of initial application (a
limited form of retrospective application). The transition adjustment, measured as the difference
between the carrying amounts and the fair values of those financial instruments at the date SFAS
No. 157 is initially applied, should be recognized as a cumulative-effect adjustment to the opening
balance of retained earnings (or net assets available for benefits). The Plan Administrator does
not expect the adoption of SFAS No. 157 to have an impact on the Statement of Net Assets Available
for Benefits or the Statement of Changes in Net Assets Available for Benefits.
7
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. Investments
The following table presents investments that represent five percent or more of the Plans net
assets available for benefits:
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December 31, |
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2007 |
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2006 |
Merrill Lynch Retirement Preservation Trust (1) |
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$ |
38,001,815 |
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$ |
32,595,665 |
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ING International Value Fund |
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22,158,764 |
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19,707,076 |
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Oppenheimer Capital Appreciation Fund |
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21,320,499 |
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19,194,612 |
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Oppenheimer Developing Markets Fund |
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21,107,144 |
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14,442,729 |
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Pimco Total Return Fund |
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19,991,523 |
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17,552,439 |
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Davis New York Venture Fund |
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19,849,646 |
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18,198,435 |
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Merrill Lynch Equity Index Trust XII (1) |
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14,167,007 |
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14,433,809 |
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Goldman Sachs Growth Opportunities Fund (2) |
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13,038,943 |
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10,204,948 |
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Harbor Small Cap Value Fund (3) |
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12,481,114 |
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13,694,264 |
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(1) |
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Exempt party-in-interest transaction (See Note 5, Exempt Party-in-Interest
Transactions). |
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(2) |
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Less than 5% of net assets available for benefits as of December 31, 2006, but
included for comparative purposes. |
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(3) |
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Less than 5% of net assets available for benefits as of December 31, 2007, but
included for comparative purposes. |
During 2007 and 2006, 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:
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Year Ended December 31, |
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2007 |
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2006 |
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Mutual funds |
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$ |
1,987,568 |
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$ |
10,336,516 |
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Common/collective trusts |
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1,254,418 |
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2,639,770 |
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Common stocks (1) |
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(1,672,104 |
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(733,908 |
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$ |
1,569,882 |
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$ |
12,242,378 |
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(1) |
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Exempt 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 administrative changes regarding the timing of 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
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
Additionally, the Plans investments included the following common stock of the Company and
its former affiliates:
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December 31, |
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2007 |
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2006 |
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Shares |
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Cost Basis |
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Shares |
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Cost Basis |
PHH Corporation common stock |
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60,931 |
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$ |
1,767,676 |
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66,371 |
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$ |
1,853,322 |
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Avis Budget Group, Inc. common stock |
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38,001 |
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790,511 |
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47,339 |
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3,524,568 |
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Realogy Corporation common stock |
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117,890 |
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1,526,541 |
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Wyndham Worldwide Corporation common stock |
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77,990 |
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2,516,294 |
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95,358 |
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1,610,609 |
|
The Plan recorded the following activity in Net investment income for the above common stock
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
Net |
|
|
|
|
|
Appreciation |
|
|
|
|
Depreciation |
|
Dividend |
|
(Depreciation) |
|
Dividend |
|
|
in Fair Value |
|
Income |
|
In Fair Value |
|
Income |
PHH Corporation common stock |
|
$ |
(707,404 |
) |
|
$ |
|
|
|
$ |
42,204 |
|
|
$ |
|
|
Avis Budget Group, Inc. common stock |
|
|
(259,447 |
) |
|
|
|
|
|
|
(2,829,551 |
) |
|
|
|
|
Realogy Corporation common stock |
|
|
(41,040 |
) |
|
|
|
|
|
|
2,302,808 |
|
|
|
|
|
Wyndham Worldwide Corporation common stock |
|
|
(664,213 |
) |
|
|
6,591 |
|
|
|
1,638,962 |
|
|
|
|
|
Cendant Corporation common stock |
|
|
|
|
|
|
|
|
|
|
(1,888,331 |
) |
|
|
65,410 |
|
PHH Corporation is the sponsoring employer of the Plan and Cendant Corporation (Cendant) is
the former parent of PHH Corporation. On February 1, 2005, PHH began operating as an independent,
publicly traded company pursuant to a spin-off from Cendant. Effective July 31, 2006, Cendant
spun-off its real estate services division, Realogy Corporation (Realogy), and hospitality
services division, Wyndham Worldwide Corporation (Wyndham), in which Cendant distributed 100% of
the common stock of its Realogy and Wyndham subsidiaries to Cendant stockholders of record as of
July 21, 2006. During 2006, Cendant changed its name to Avis Budget Group, Inc. (Avis),
effectuated a one-for-ten reverse stock split and changed its trading symbol on the New York Stock
Exchange (NYSE). On March 30, 2007, Realogy announced the approval of the acquisition of it by an
affiliate of Apollo Management VI, L.P., which closed on April 10, 2007, and shares of Realogy
ceased trading on the NYSE. Plan participants holding shares of Realogy common stock received $30
in cash per share of common stock held, which, in turn, was deposited in the participants accounts
in the Merrill Lynch Retirement Preservation Trust. These transactions qualify as exempt
party-in-interest transactions.
See Note 8, Subsequent Events for discussion regarding the elimination of investment in
non-employer stock funds within the Plan effective December 31, 2008.
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.
9
PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as presented in these
financial statements to the balance per Form 5500 as of December 31, 2007:
|
|
|
|
|
Statement of Net Assets Available for Benefits: |
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
250,667,041 |
|
Adjustment from fair value to contract value for fully benefit
responsive investment contracts as of December 31, 2007 |
|
|
(352,121 |
) |
|
|
|
|
Net assets available for benefits per the Form 5500, at fair value |
|
$ |
250,314,920 |
|
|
|
|
|
The following is a reconciliation of net increase in net assets available for benefits as
presented in the Statement of Changes in Net Assets Available for Benefits to net income per Form
5500 for the year ended December 31, 2007:
|
|
|
|
|
Statement of Changes in Net Assets Available for Benefits: |
|
|
|
|
Net increase in net assets per the financial statements |
|
$ |
20,600,973 |
|
Adjustment from fair value to contract value for fully benefit
responsive investment contracts as of December 31, 2007 |
|
|
(352,121 |
) |
Adjustment from fair value to contract value for fully benefit
responsive investment contracts as of December 31, 2006 |
|
|
631,313 |
|
Assets transferred in from the PHH Home Loans, LLC Employee Savings Plan |
|
|
(1,531,489 |
) |
Assets transferred out to the PHH Home Loans, LLC Employee Savings Plan |
|
|
690,226 |
|
|
|
|
|
Net income per Form 5500 |
|
$ |
20,038,902 |
|
|
|
|
|
8. Subsequent Events
See Note 1, Description of the Plan for a discussion regarding the termination of the Merger
Agreement on January 1, 2008 and the permanent suspension of the trading of Company common stock
within the Plan.
On April 18, 2008, the Company informed Plan participants that, effective January 1, 2009, all
non-employer stock funds, specifically the common stocks of Avis and Wyndham, would be eliminated
as Plan investments and all Plan assets held in such investments would be liquidated as of December
31, 2008. At this time, participants were also informed that if action is not taken prior to
December 31, 2008 to transfer any remaining shares held in either of the non-employer stock funds
to another investment, the Plan Administrator will be instructed to sell those shares and transfer
the proceeds from the sale into The Oakmark Equity and Income Fund, the Plans QDIA.
10
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, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
of Shares, |
|
|
|
|
|
|
|
Identity of Issue, Borrower, Current |
|
Description |
|
Units or |
|
|
|
|
|
|
|
Lessor or Similar Party |
|
of Investment |
|
Par Value |
|
|
Cost(1) |
|
|
Current Value |
|
PHH Corporation Common Stock(2) |
|
Common stock |
|
|
60,931 |
|
|
|
|
|
|
$ |
1,074,820 |
|
Avis Budget Group, Inc. Common
Stock(2) |
|
Common stock |
|
|
38,001 |
|
|
|
|
|
|
|
494,011 |
|
Wyndham Worldwide Corporation Common
Stock(2) |
|
Common stock |
|
|
77,990 |
|
|
|
|
|
|
|
1,837,440 |
|
Merrill Lynch Retirement Preservation
Trust(2) |
|
Common/collective trust |
|
|
38,353,936 |
|
|
|
|
|
|
|
38,001,815 |
|
Merrill Lynch Equity Index Trust
XII(2) |
|
Common/collective trust |
|
|
806,318 |
|
|
|
|
|
|
|
14,167,007 |
|
Oppenheimer OFTIC International Growth
Fund |
|
Common/collective trust |
|
|
306,981 |
|
|
|
|
|
|
|
4,979,228 |
|
Vanguard Explorer Fund |
|
Mutual fund |
|
|
72,139 |
|
|
|
|
|
|
|
4,779,950 |
|
The Oakmark Equity and Income Fund |
|
Mutual fund |
|
|
414,923 |
|
|
|
|
|
|
|
11,153,129 |
|
Allianz OCC Renaissance Fund |
|
Mutual fund |
|
|
1 |
|
|
|
|
|
|
|
16 |
|
Pioneer Mid-Cap Value Fund |
|
Mutual fund |
|
|
509,946 |
|
|
|
|
|
|
|
11,840,957 |
|
American Growth Fund of America |
|
Mutual fund |
|
|
221,832 |
|
|
|
|
|
|
|
7,542,301 |
|
Lord Abbett Bond Debenture Fund |
|
Mutual fund |
|
|
295,504 |
|
|
|
|
|
|
|
2,334,480 |
|
DWS RReef Real Estate Securities Fund |
|
Mutual fund |
|
|
200,462 |
|
|
|
|
|
|
|
3,826,826 |
|
ING International Value Fund |
|
Mutual fund |
|
|
1,192,614 |
|
|
|
|
|
|
|
22,158,764 |
|
Goldman Sachs Growth Opportunities Fund |
|
Mutual fund |
|
|
553,201 |
|
|
|
|
|
|
|
13,038,943 |
|
Harbor Small Cap Value Fund |
|
Mutual fund |
|
|
627,192 |
|
|
|
|
|
|
|
12,481,114 |
|
Oppenheimer Capital Appreciation Fund |
|
Mutual fund |
|
|
401,894 |
|
|
|
|
|
|
|
21,320,499 |
|
Allianz CCM Capital Appreciation Fund |
|
Mutual fund |
|
|
195,516 |
|
|
|
|
|
|
|
4,033,501 |
|
MFS Mid Cap Growth Fund |
|
Mutual fund |
|
|
1 |
|
|
|
|
|
|
|
9 |
|
MFS Value Fund Class R5 |
|
Mutual fund |
|
|
222,109 |
|
|
|
|
|
|
|
5,897,003 |
|
Pimco Total Return Fund |
|
Mutual fund |
|
|
1,870,114 |
|
|
|
|
|
|
|
19,991,523 |
|
Davis New York Venture Fund |
|
Mutual fund |
|
|
490,721 |
|
|
|
|
|
|
|
19,849,646 |
|
Oppenheimer Developing Markets Fund |
|
Mutual fund |
|
|
433,857 |
|
|
|
|
|
|
|
21,107,144 |
|
Loans to participants(3) |
|
|
|
|
|
|
|
|
|
|
|
|
7,247,726 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
55,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
249,212,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Cost information is not required for participant-directed investments. |
|
(2) |
|
Represents an exempt party-in-interest transaction. |
|
(3) |
|
Maturity dates range principally from January 2008 to July 2022. Interest rates
range from 5.0% to 10.5%. |
11
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/ William F. Brown |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
William F. Brown |
|
|
|
|
Title:
|
|
Member, Employee Benefits Committee |
|
|
Date: June 26, 2008
12