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, 2007
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 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
         
Description   Page
    1  
 
       
FINANCIAL STATEMENTS:
       
    2  
    3  
    4  
 
       
SUPPLEMENTAL SCHEDULE:
       
    11  
 
       
    12  
 
       
EX-23-1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
All other schedules required by Section 2520.103-10 of the Department of Labor’s 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 Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 Plan’s 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This schedule is the responsibility of the Plan’s 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
                 
    December 31,  
    2007     2006  
ASSETS:
               
Cash and cash equivalents
  $ 55,069     $ 290,598  
Participant-directed investments, at fair value
    249,157,852       227,829,713  
Receivables:
               
Participant contributions
    671,597       754,525  
Employer contributions
    407,177       547,245  
Interest and dividends
    23,225       12,674  
 
           
Total receivables
    1,101,999       1,314,444  
 
           
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
    250,314,920       229,434,755  
 
               
Adjustment from fair value to contract value for fully benefit responsive investment contracts
    352,121       631,313  
 
           
NET ASSETS AVAILABLE FOR BENEFITS
  $ 250,667,041     $ 230,066,068  
 
           
See Notes to Financial Statements.

2


 

PHH CORPORATION EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                 
    Year Ended December 31,  
    2007     2006  
ADDITIONS TO NET ASSETS:
               
Contributions:
               
Participant
  $ 16,625,711     $ 17,486,295  
Employer
    10,992,332       11,606,440  
Rollovers
    1,230,364       939,005  
 
           
Total contributions
    28,848,407       30,031,740  
 
           
Net investment income:
               
Interest and dividends
    16,816,353       10,484,641  
Net appreciation in fair value of investments
    1,569,882       12,242,378  
 
           
Net investment income
    18,386,235       22,727,019  
 
           
Assets transferred in from the PHH Home Loans, LLC Employee Savings Plan
    1,531,489       1,331,849  
 
           
Total additions
    48,766,131       54,090,608  
 
           
 
               
DEDUCTIONS FROM NET ASSETS:
               
Benefits paid to participants
    27,454,338       17,441,478  
Assets transferred out to the PHH Home Loans, LLC Employee Savings Plan
    690,226       929,781  
Administrative expenses
    20,594       17,105  
 
           
Total deductions
    28,165,158       18,388,364  
 
           
NET INCREASE IN NET ASSETS
    20,600,973       35,702,244  
NET ASSETS AVAILABLE FOR BENEFITS:
               
BEGINNING OF YEAR
    230,066,068       194,363,824  
 
           
END OF YEAR
  $ 250,667,041     $ 230,066,068  
 
           
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 Plan’s 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 Company’s 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 Company’s Board of Directors to the Employee Benefits Committee (the “Plan Administrator”). Merrill Lynch Trust Company FSB (the “Trustee”) is the Plan’s 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 Company’s 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 Company’s 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 participant’s salary deferral up to 6% of such participant’s 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 fund’s 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 participant’s 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 Plan’s 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 participant’s 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 participant’s account is credited with the participant’s contributions and allocations of the Company’s 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)
participant’s 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 participant’s 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 participant’s 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 participant’s 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 Plan’s 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 Plan’s 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 Plan’s 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 Plan’s 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 Plan’s net assets available for benefits:
                 
    December 31,
    2007   2006
Merrill Lynch Retirement Preservation Trust (1)
  $ 38,001,815     $ 32,595,665  
ING International Value Fund
    22,158,764       19,707,076  
Oppenheimer Capital Appreciation Fund
    21,320,499       19,194,612  
Oppenheimer Developing Markets Fund
    21,107,144       14,442,729  
Pimco Total Return Fund
    19,991,523       17,552,439  
Davis New York Venture Fund
    19,849,646       18,198,435  
Merrill Lynch Equity Index Trust XII (1)
    14,167,007       14,433,809  
Goldman Sachs Growth Opportunities Fund (2)
    13,038,943       10,204,948  
Harbor Small Cap Value Fund (3)
    12,481,114       13,694,264  
 
(1)   Exempt party-in-interest transaction (See Note 5, “Exempt Party-in-Interest Transactions”).
 
(2)   Less than 5% of net assets available for benefits as of December 31, 2006, but included for comparative purposes.
 
(3)   Less than 5% of net assets available for benefits as of December 31, 2007, but included for comparative purposes.
     During 2007 and 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
                 
    Year Ended December 31,  
    2007     2006  
Mutual funds
  $ 1,987,568     $ 10,336,516  
Common/collective trusts
    1,254,418       2,639,770  
Common stocks (1)
    (1,672,104 )     (733,908 )
 
           
 
  $ 1,569,882     $ 12,242,378  
 
           
 
(1)   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 Plan’s financial statements.

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PHH CORPORATION EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS – (Continued)
5. Exempt Party-in-Interest Transactions
     A portion of the Plan’s investments represent shares in funds managed by the Trustee. These transactions qualify as exempt party-in-interest transactions.
     Additionally, the Plan’s investments included the following common stock of the Company and its former affiliates:
                                 
    December 31,
    2007   2006
    Shares   Cost Basis   Shares   Cost Basis
PHH Corporation common stock
    60,931     $ 1,767,676       66,371     $ 1,853,322  
Avis Budget Group, Inc. common stock
    38,001       790,511       47,339       3,524,568  
Realogy Corporation common stock
                117,890       1,526,541  
Wyndham Worldwide Corporation common stock
    77,990       2,516,294       95,358       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.

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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 Plan’s 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%.

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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

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