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, 2008
OR
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o |
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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 Home Loans, LLC 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
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 Home Loans, LLC Employee Benefits Committee and Participants of the PHH Home Loans, LLC
Employee Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the PHH Home
Loans, LLC Employee Savings Plan (the Plan) as of December 31, 2008 and 2007, 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, 2008 and 2007, 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, 2008
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 2008 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, 2009
1
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2008 |
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2007 |
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ASSETS: |
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Cash and cash equivalents |
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$ |
38,412 |
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$ |
54,784 |
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Participant-directed investments, at fair value |
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47,320,277 |
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64,154,804 |
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Loans to participants |
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3,001,878 |
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2,289,607 |
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Receivables: |
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Participant contributions |
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474 |
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206,686 |
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Employer contributions |
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386 |
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122,710 |
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Interest and dividends |
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8,947 |
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6,805 |
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Total receivables |
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9,807 |
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336,201 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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50,370,374 |
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66,835,396 |
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Adjustment from fair value to contract value
for fully benefit responsive investment
contracts |
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1,659,834 |
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91,737 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
52,030,208 |
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$ |
66,927,133 |
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See Notes to Financial Statements.
2
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31, |
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2008 |
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2007 |
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ADDITIONS TO (REDUCTIONS IN) NET ASSETS: |
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Contributions: |
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Participant |
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$ |
4,613,407 |
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$ |
5,661,652 |
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Employer |
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3,164,756 |
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3,803,998 |
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Rollovers |
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187,215 |
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51,031 |
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Total contributions |
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7,965,378 |
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9,516,681 |
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Net investment income (loss): |
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Interest and dividends |
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2,664,516 |
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4,866,042 |
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Net (depreciation) appreciation in investments |
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(21,480,517 |
) |
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328,756 |
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Net investment (loss) income |
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(18,816,001 |
) |
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5,194,798 |
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Assets transferred in from the PHH Corporation Employee Savings Plan |
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3,036,539 |
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690,226 |
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Total net (reductions) additions |
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(7,814,084 |
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15,401,705 |
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DEDUCTIONS FROM NET ASSETS: |
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Benefits paid to participants |
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5,528,181 |
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7,757,694 |
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Assets transferred out to the PHH Corporation Employee Savings Plan |
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1,550,131 |
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1,531,489 |
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Administrative expenses |
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4,529 |
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5,687 |
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Total deductions |
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7,082,841 |
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9,294,870 |
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NET (DECREASE) INCREASE IN NET ASSETS |
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(14,896,925 |
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6,106,835 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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BEGINNING OF YEAR |
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66,927,133 |
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60,820,298 |
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END OF YEAR |
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$ |
52,030,208 |
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$ |
66,927,133 |
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See Notes to Financial Statements.
3
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following description of the PHH Home Loans, LLC 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 Home Loans, LLC (the Company, Home
Loans or the Plan Sponsor), 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.
The Company was formed in connection with PHH Corporations (PHH) (NYSE: PHH) spin-off from
Cendant Corporation (Cendant) effective February 1, 2005 and commenced operations in October
2005. Effective July 31, 2006, Cendant completed the spin-off of its real estate services division
into an independent publicly traded company, Realogy Corporation (Realogy). PHH Broker Partner
Corporation, a wholly owned subsidiary of PHH, owns 50.1% of the Company and Realogy Services
Venture Partner, Inc., a wholly owned subsidiary of Realogy, owns 49.9% of the Company. The Plan
was formed effective October 1, 2005.
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. Prior to January 1, 2009, participants could elect to make pre-tax
contributions up to 20% of pre-tax annual compensation up to the statutory maximum of $15,500 for
2008. 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 2008.
Participants may change their investment allocations between funds on a daily basis. On November
12, 2008, the Company informed Plan participants that, effective January 1, 2009, participants
pre-tax contributions would increase to up to 40% of pre-tax annual compensation up to the
statutory maximum.
Employer Contributions. Prior to January 1, 2009, the Company made 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. On November 12, 2008, the Company
informed Plan participants that, effective January 1, 2009, the Companys matching contributions to
the Plan would decrease to 100% of each eligible participants salary deferred up to 4% of such
participants eligible compensation per pay period.
4
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 investments. Each participants account is also charged an allocation of
net realized and unrealized depreciation in 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. There were no
amounts to be paid to participants who had elected to withdraw from the Plan, but did not yet
receive distributions from the Plan at December 31, 2008 and 2007.
Transfers. PHH sponsors a 401(k) plan for eligible employees of PHH and its wholly-owned
subsidiaries. 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.
5
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Administrative Expenses. Administrative expenses of the Plan may be paid by PHH at its
discretion; otherwise, such expenses are paid by the Plan. During 2008 and 2007, 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 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. 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. 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 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 Statements of Changes in Net
Assets Available for Benefits present Net (depreciation) appreciation in investments, which
includes unrealized gains and losses on investments held at December 31, 2008 and 2007 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. SFAS No. 157
defines fair value as the
6
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. SFAS No. 157 also prioritizes the
use of market-based assumptions, or observable inputs, over entity-specific assumptions or
unobservable inputs when measuring fair value and establishes a three-level hierarchy based upon
the relative reliability and availability of the inputs to market participants for the valuation of
an asset or liability as of the measurement date. The fair value hierarchy designates quoted prices
in active markets for identical assets or liabilities at the highest level and unobservable inputs
at the lowest level. The Plan adopted the provisions of SFAS No. 157 for assets and liabilities
that are measured at fair value on a recurring basis effective January 1, 2008. The additional
disclosures resulting from the adoption of SFAS No. 157 are included in Note 8, Fair Value
Measurements. The adoption of SFAS No. 157 did not impact the Statement of Net Assets Available
for Benefits or the Statement of Changes in Net Assets Available for Benefits.
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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2008 |
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2007 |
Merrill Lynch Retirement Preservation Trust (1) (2) |
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$ |
10,281,222 |
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$ |
9,900,534 |
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Pimco Total Return Fund |
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5,788,934 |
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5,204,285 |
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ING International Value Fund |
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4,321,338 |
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6,902,527 |
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Davis New York Venture Fund |
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3,650,782 |
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5,749,260 |
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The Oakmark Equity and Income Fund (3) |
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3,325,229 |
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3,252,745 |
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Oppenheimer Capital Appreciation Fund |
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2,807,352 |
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4,238,445 |
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Goldman Sachs Growth Opportunities Fund |
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2,733,691 |
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4,339,424 |
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Pioneer Mid Cap Value Fund (4) |
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2,310,052 |
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3,530,807 |
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Oppenheimer Developing Markets Fund (4) |
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6,530,655 |
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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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The contract value of the Merrill Lynch Retirement Preservation Trust was
$11,941,056 and $9,992,271 as of December 31, 2008 and 2007, respectively. |
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(3) |
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Less than 5% of net assets available for benefits as of December 31, 2007, but
included for comparative purposes. |
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(4) |
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Less than 5% of net assets available for benefits as of December 31, 2008, but
included for comparative purposes. |
The Plans investments (including gains and losses on investments bought and sold, as well as
held during the year) (depreciated) appreciated in value as follows:
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Year Ended December 31, |
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2008 |
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2007 |
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Mutual funds |
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$ |
(17,397,929 |
) |
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$ |
393,945 |
|
Common/collective trusts |
|
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(3,865,112 |
) |
|
|
113,117 |
|
Common stocks (1) |
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|
(217,476 |
) |
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|
(178,306 |
) |
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|
|
|
|
|
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$ |
(21,480,517 |
) |
|
$ |
328,756 |
|
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|
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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 IRS has determined and informed the Plan Administrator, by a letter dated October 11,
2007, that the Plan is designed to operate in accordance with applicable provisions of the IRC. This determination
was subject to the Plan Administrators adoption of certain amendments, which occurred subsequent
to the date of the IRS
7
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
determination letter. Additionally, the Plan Administrator adopted
additional amendments to the Plan subsequent to the date of the IRS determination letter. 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, as necessary, to
continue to comply with applicable requirements. Therefore, no provision for income tax has been
included in the Plans financial statements.
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 PHH and its former
affiliates:
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December 31, |
|
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2008 |
|
2007 |
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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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|
5,713 |
|
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$ |
97,220 |
|
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|
6,622 |
|
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$ |
192,092 |
|
Avis Budget Group, Inc. common stock |
|
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|
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|
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|
3,814 |
|
|
|
94,293 |
|
Wyndham Worldwide Corporation common stock |
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|
|
|
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|
7,785 |
|
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|
246,583 |
|
The Plan recorded the following activity in Net investment (loss) income for the common stock
investments in PHH and its former affiliates:
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Year Ended December 31, |
|
|
2008 |
|
2007 |
|
|
Net |
|
|
|
|
|
Net |
|
|
|
|
Depreciation |
|
Dividend |
|
Depreciation |
|
Dividend |
|
|
in Fair Value |
|
Income |
|
in Fair Value |
|
Income |
PHH Corporation common stock |
|
$ |
(30,040 |
) |
|
$ |
|
|
|
$ |
(76,298 |
) |
|
$ |
|
|
Avis Budget Group, Inc. common stock |
|
|
(68,901 |
) |
|
|
|
|
|
|
(37,389 |
) |
|
|
|
|
Wyndham Worldwide Corporation common stock |
|
|
(118,535 |
) |
|
|
1,188 |
|
|
|
(60,880 |
) |
|
|
646 |
|
Realogy Corporation common stock |
|
|
|
|
|
|
|
|
|
|
(3,739 |
) |
|
|
|
|
Effective July 31, 2006, Cendant spun-off its real estate services division, Realogy, and
hospitality services division, Wyndham Worldwide Corporation (Wyndham), in which Cendant
distributed 100% of the common stock of its Realogy Corporation 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.
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 that 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.
8
PHH HOME LOANS, LLC 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 PHH stock as of January 1, 2008 were permitted to hold, sell, redeem or
transfer their current holdings of PHH stock subject to the applicable Plan provisions and Company
policy.
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. 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, 2008:
|
|
|
|
|
Statement of Net Assets Available for Benefits: |
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
52,030,208 |
|
Adjustment from fair value to contract value for fully benefit responsive investment
contracts as of December 31, 2008 |
|
|
(1,659,834 |
) |
|
|
|
|
Net assets available for benefits per the Form 5500, at fair value |
|
$ |
50,370,374 |
|
|
|
|
|
The following is a reconciliation of net decrease in Net assets as presented in the Statement
of Changes in Net Assets Available for Benefits to net loss per Form 5500 for the year ended
December 31, 2008:
|
|
|
|
|
Statement of Changes in Net Assets Available for Benefits: |
|
|
|
|
Net decrease in net assets per the financial statements |
|
$ |
(14,896,925 |
) |
Adjustment from fair value to contract value for fully benefit responsive investment
contracts as of December 31, 2008 |
|
|
(1,659,834 |
) |
Adjustment from fair value to contract value for fully benefit responsive investment
contracts as of December 31, 2007 |
|
|
91,737 |
|
Assets transferred in from the PHH Corporation Employee Savings Plan |
|
|
(3,036,539 |
) |
Assets transferred out to the PHH Corporation Employee Savings Plan |
|
|
1,550,131 |
|
|
|
|
|
Net loss per Form 5500 |
|
$ |
(17,951,430 |
) |
|
|
|
|
8. Fair Value Measurements
SFAS No. 157 prioritizes the inputs to the valuation techniques used to measure fair value
into a three-level valuation hierarchy. The valuation hierarchy is based upon the relative
reliability and availability of the inputs to market participants for the valuation of an asset or
liability as of the measurement date. Pursuant to SFAS No. 157, when the fair value of an asset or
liability contains inputs from different levels of the hierarchy, the level within which the fair
value measurement in its entirety is categorized is based upon the lowest level input that is
significant to the fair value measurement in its entirety. The three levels of this valuation
hierarchy consist of the following:
Level One. Level One inputs are unadjusted, quoted prices in active markets for identical
assets or liabilities which the Plan Administrator has the ability to access at the measurement
date.
Level Two. Level Two inputs are observable for that asset or liability, either directly or
indirectly, and include quoted prices for similar assets and liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not active, observable
inputs for the asset or liability other than quoted prices and inputs derived principally from or
corroborated by observable market data by correlation or other means. If the
asset or liability has a specified contractual term, the inputs must be observable for
substantially the full term of the asset or liability.
9
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Level Three. Level Three inputs are unobservable inputs for the asset or liability that
reflect the Plan Administrators assessment of the assumptions that market participants would use
in pricing the asset or liability, including assumptions about risk, and are developed based on the
best information available.
The Plan Administrator determines fair value based on quoted market prices, where available.
If quoted prices are not available, fair value is estimated based upon other observable inputs. The
Plan Administrator uses unobservable inputs when observable inputs are not available. Adjustments
may be made to reflect the assumptions that market participants would use in pricing the asset or
liability.
Mutual Funds. The Plans investments in mutual funds are classified in Level One of the
valuation hierarchy with the fair value determined by quoted market prices, which represent the net
asset value of shares held by the Plan at year-end.
Common/Collective Trusts. The Plans investments in common/collective trusts are classified in
Level Two of the valuation hierarchy. As these common/collective trusts are not traded in active
markets, their classification in the fair value hierarchy is limited to either Level Two or Level
Three, depending upon the significance of unobservable inputs utilized to determine the fair value
of the investment holdings underlying the common/collective trusts.
Common Stock. The Plans investments in common stock are classified in Level One of the
valuation hierarchy, and the fair value is determined by the last reported sales price on a
national securities exchange on the last business day of the Plan year.
The Plans assets that are measured at fair value on a recurring basis as of December 31, 2008
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level |
|
|
Level |
|
|
Level |
|
|
|
|
|
|
One |
|
|
Two |
|
|
Three |
|
|
Total |
|
Participant-directed investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
32,961,596 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
32,961,596 |
|
Common/collective trusts |
|
|
|
|
|
|
14,285,957 |
|
|
|
|
|
|
|
14,285,957 |
|
Common stock |
|
|
72,724 |
|
|
|
|
|
|
|
|
|
|
|
72,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Participant-directed investments |
|
$ |
33,034,320 |
|
|
$ |
14,285,957 |
|
|
$ |
|
|
|
$ |
47,320,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Subsequent Events
See Note 1, Description of the Plan for a discussion regarding amendments to the Plan
provisions regarding participant and employer contributions effective January 1, 2009.
10
PHH HOME LOANS, LLC EMPLOYEE SAVINGS PLAN
FORM 5500, PART IV, SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
5,713 |
|
|
|
|
|
|
$ |
72,724 |
|
Merrill Lynch Retirement Preservation
Trust(2) |
|
Common/collective trust |
|
|
11,941,056 |
|
|
|
|
|
|
|
10,281,222 |
|
Merrill Lynch Equity Index Trust (2) |
|
Common/collective trust |
|
|
21,040 |
|
|
|
|
|
|
|
1,514,025 |
|
Harding Loevner Emerging Markets Collective
Investment Fund |
|
Common/collective trust |
|
|
517,819 |
|
|
|
|
|
|
|
2,490,710 |
|
Pimco Total Return Fund |
|
Mutual fund |
|
|
570,901 |
|
|
|
|
|
|
|
5,788,934 |
|
ING International Value Fund |
|
Mutual fund |
|
|
457,284 |
|
|
|
|
|
|
|
4,321,338 |
|
Davis New York Venture Fund |
|
Mutual fund |
|
|
153,073 |
|
|
|
|
|
|
|
3,650,782 |
|
The Oakmark Equity and Income Fund |
|
Mutual fund |
|
|
154,231 |
|
|
|
|
|
|
|
3,325,229 |
|
Oppenheimer Capital Appreciation Fund |
|
Mutual fund |
|
|
97,410 |
|
|
|
|
|
|
|
2,807,352 |
|
Goldman Sachs Growth Opportunities Fund |
|
Mutual fund |
|
|
209,639 |
|
|
|
|
|
|
|
2,733,691 |
|
Pioneer Mid-Cap Value Fund |
|
Mutual fund |
|
|
152,177 |
|
|
|
|
|
|
|
2,310,052 |
|
Harbor Small Cap Value Fund |
|
Mutual fund |
|
|
156,803 |
|
|
|
|
|
|
|
2,079,210 |
|
American Growth Fund of America |
|
Mutual fund |
|
|
88,469 |
|
|
|
|
|
|
|
1,808,310 |
|
Oppenheimer International Growth Fund |
|
Mutual fund |
|
|
60,359 |
|
|
|
|
|
|
|
1,076,201 |
|
MFS Value Fund |
|
Mutual fund |
|
|
52,218 |
|
|
|
|
|
|
|
915,378 |
|
DWS RReef Real Estate Securities Fund |
|
Mutual fund |
|
|
59,373 |
|
|
|
|
|
|
|
660,226 |
|
The Managers Special Equity Fund |
|
Mutual fund |
|
|
19,078 |
|
|
|
|
|
|
|
583,038 |
|
Lord Abbett Bond Debenture Fund |
|
Mutual fund |
|
|
83,291 |
|
|
|
|
|
|
|
486,422 |
|
Allianz CCM Capital Appreciation Fund |
|
Mutual fund |
|
|
34,108 |
|
|
|
|
|
|
|
415,433 |
|
Loans to participants(3) |
|
|
|
|
|
|
|
|
|
|
|
|
3,001,878 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
38,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
50,360,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Cost information is not required for participant-directed investments. |
|
(2) |
|
Represents an exempt party-in-interest transaction. |
|
(3) |
|
Maturity dates range from January 2009 to August 2023. 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 Home Loans, LLC Employee Savings Plan |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Sandra E. Bell
|
|
|
|
|
Name:
|
|
Sandra E. Bell |
|
|
|
|
Title:
|
|
Member, Employee Benefits Committee |
|
|
Date: June 25, 2009
12