UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the year ended December 31, 1997 Commission file number 1-7797
PHH CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-0551284
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6 Sylvan Way 07054
(Address of principal executive offices) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
None
Securities registered pursuant to Section 12(g)
of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1997: $0
Number of shares of PHH Corporation outstanding on December 31, 1997: 100
PHH Corporation meets the conditions set forth in General Instructions I (1) (a)
and (b) to Form 10-K and is therefore filing this form with the reduced
disclosure format.
<PAGE>
PHH CORPORATION
PART I
Item 1. Business
Pursuant to a merger agreement (the "Merger Agreement") by and among PHH
Corporation (the "Company"), HFS Incorporated ("HFS") and Mercury Acquisition
Corp. ("Mercury"), a wholly owned subsidiary of HFS, effective April 30, 1997,
Mercury was merged into the Company, with the Company being the surviving
corporation, and becoming a wholly owned subsidiary of HFS (the "Merger"). In
connection with the Merger, all outstanding shares of the Company's common
stock, including shares issued to holders of the Company's employee stock
options, were converted into approximately 30.3 million shares of HFS common
stock. On December 17, 1997, pursuant to a merger agreement between CUC
International Inc. ("CUC") and HFS, HFS was merged into CUC (the "CUC Merger"),
with CUC surviving and changing its name to Cendant Corporation ("Cendant"). As
a result of the CUC Merger, the Company became a wholly owned subsidiary of
Cendant.
In connection with the Merger, on April 30, 1997, the Company's fiscal year was
changed from a year ending on April 30 to a year ending on December 31.
GENERAL
The Company provides a broad range of integrated management services, expense
management programs and mortgage banking services to more than 3,000 clients,
including many of the world's largest corporations, as well as government
agencies and affinity groups. Its primary business service segments consist of
fleet management services, and real estate which includes relocation services
and mortgage banking services. Information as to revenues, operating income and
identifiable assets by business segment is included in the Business Segments
note in the Notes to Consolidated Financial Statements.
Certain statements in this Annual Report on Form 10-K, including without
limitation certain matters discussed in "Item 7. Management's Narrative Analysis
of Results of Operations," constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance, or achievements
of the Company to be materially different from any future results, performance,
or achievements expressed or implied by such forward-looking statements.
Important assumptions and other important factors that could cause actual
results to differ materially from those in the forward-looking statements,
include, but are not limited to: the effect of economic and market conditions,
the ability to obtain financing, the level and volatility of interest rates and
other risks and uncertainties. Other factors and assumptions not identified
above were also involved in the derivation of these forward-looking statements,
and the failure of such other assumptions to be realized as well as other
factors may also cause actual results to differ materially from those projected.
The Company assumes no obligation to update these forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such forward-looking statements.
The Company's principal executive offices are located at 6 Sylvan Way,
Parsippany, NJ 07054 (telephone 973-428-9700).
FLEET MANAGEMENT SERVICES
General. The Company, through PHH Vehicle Management Services
Corporation ("VMS"), is a provider of fully integrated fleet management services
principally to corporate clients and government agencies comprising over 600,000
units under management on a worldwide basis. These services include vehicle
leasing, advisory services and fleet management services for a broad range of
vehicle fleets. Advisory services include fleet policy analysis and
recommendations, benchmarking, and vehicle recommendations and specifications.
In addition, VMS provides managerial services which include ordering and
purchasing vehicles, arranging for their delivery through dealerships located
throughout the United States, Canada, the United Kingdom, Germany and the
Republic of Ireland, as well as capabilities throughout Europe, administration
of the title and registration process, as well as tax and insurance
requirements, pursuing warranty claims with vehicle manufacturers and
remarketing used vehicles. VMS offers various leasing plans for its vehicle
leasing programs, financed primarily through the issuance of commercial paper
and medium-term notes and through unsecured borrowings under revolving credit
agreements and bank lines of credit.
Fuel and Expense Management Programs. VMS also offers fuel and expense
management programs to corporations and government agencies for the effective
management and control of automotive business travel expenses. By utilizing the
VMS service card issued under the fuel and expense management programs, a
client's representatives are able to purchase various products and services such
as gasoline, tires, batteries, glass and maintenance services at numerous
outlets.
In 1997, the Company formed a joint venture to operate the fuel and
expense management card programs. As part of the formation of the joint venture,
the Company sold 50 percent of its interest in its United States service card
business to First USA Paymentech, Inc. Cendant subsequently repurchased First
USA Paymentech's interest in the joint venture in December 1997. The joint
venture offers a MasterCard--branded fleet card that provides a single card
payment mechanism for fuel, maintenance, purchasing, travel and entertainment.
The Company believes the joint venture will provide opportunities for continued
growth in the service card business in future years. The Company intends to
enter into a new joint venture during the second quarter of 1998.
The Company also provides a fuel and expense management program and a
centralized billing service for companies operating truck fleets in each of the
United Kingdom, Republic of Ireland and Germany. Drivers of the clients' trucks
are furnished with courtesy cards together with a directory listing the names of
strategically located truck stops and service stations which participate in this
program. Service fees are earned for billing, collection and record keeping
services and for assuming credit risk. These fees are paid by the truck stop or
service stations and/or the fleet operator and are based upon the total dollar
amount of fuel purchased or the number of transactions processed.
Competitive Conditions. The principal factors for competition in
vehicle management services are service quality and price. In the United States
and Canada, an estimated 30% of the market for vehicle management services is
served by third-party providers. There are 5 major providers of such services in
North America, as well as an estimated several hundred local and regional
competitors. The Company is the second largest provider of comprehensive vehicle
management services in North America. In the United Kingdom, the Company is the
market leader for fuel and fleet management services. Numerous local and
regional competitors serve each such market element.
REAL ESTATE SERVICES
Relocation Services Business
General. Cendant Mobility Services Corporation ("Cendant
Mobility"), a wholly owned subsidiary of the Company, is the largest provider of
employee relocation services in the world. The employee relocation business
offers relocation clients a variety of services in connection with the transfer
of its clients' employees.
The relocation services provided to customers of Cendant Mobility
include primarily appraisal, inspection and selling of transferees' homes,
equity advances (guaranteed by the corporate customer), purchase of a home which
is not sold for at least a price determined on the appraised value within a
specified time period, certain home management services, assistance in locating
a new home at the transferee's destination, consulting services and other
related services.
All costs associated with such services are reimbursed by the corporate
client, including, if necessary, repayment of equity advances and reimbursement
of losses on the sale of homes purchased by one of the Company's relocation
subsidiaries. Corporate clients also pay a fee for the services performed.
Another source of revenue for the Company is interest on the equity advances. As
a result of the obligations of corporate clients to pay the losses and guarantee
repayment of equity advances, the exposure of the Company on such items is
limited to the credit risk of the corporate clients of its relocation businesses
and not on the potential changes in value of residential real estate. The
Company believes such risk is minimal, due to the credit quality of the
corporate, government and affinity clients of its relocation subsidiaries.
Competitive Conditions . The principal methods of competition within
relocation services are service quality and price. In each of the United States
and Canada, there are two major national providers of such services. The Company
is the market leader in the United States and Canada, and third in the United
Kingdom.
Mortgage Banking Services Business
General. The Company, through Cendant Mortgage Corporation ("Cendant
Mortgage"), is the eleventh largest originator of residential first mortgage
loans in the United States as reported by Inside Mortgage Finance in 1997.
Cendant Mortgage offers services consisting of the origination, sale and
servicing of residential first mortgage loans. A variety of first mortgage
products are marketed to consumers through relationships with corporations,
affinity groups, financial institutions, real estate brokerage firms and other
mortgage banks. Cendant Mortgage is a centralized mortgage lender conducting its
business in all 50 states. Cendant Mortgage customarily sells all mortgages it
originates to investors (which include a variety of institutional investors)
either as individual loans, as mortgage-backed securities or as participation
certificates issued or guaranteed by Fannie Mae Corp., the Federal Home Loan
Mortgage Corporation or the Government National Mortgage Association while
generally retaining mortgage servicing rights. Mortgage servicing consists of
collecting loan payments, remitting principal and interest payments to
investors, holding escrow funds for payment of mortgage-related expenses such as
taxes and insurance, and otherwise administering the Company's mortgage loan
servicing portfolio.
Competitive Conditions. The principal methods of competition in
mortgage banking services are service, quality and price. There are an estimated
20,000 national, regional or local providers of mortgage banking services across
the United States.
REGULATION
The federal Real Estate Settlement Procedures Act and state real estate
brokerage laws restrict payments which real estate brokers and mortgage brokers
and other parties may receive or pay in connection with the sales of residences
and referral of settlement services (e.g., mortgages, homeowners insurance,
title insurance). The Company's mortgage banking services business is also
subject to numerous federal, state and local laws and regulations, including
those relating to real estate settlement procedures, fair lending, fair credit
reporting, truth in lending, federal and state disclosure, and licensing.
EMPLOYEES
As of December 31, 1997, the Company and its subsidiaries had approximately
7,210 employees.
Item 2. Properties
The offices of VMS operations in North America are located throughout the U.S.
and Canada. Primary office facilities are located in a six-story, 200,000 square
foot office building in Hunt Valley, Maryland, leased until September 2003; and
offices in Mississauga, Canada, consisting of 59,400 square feet, leased until
February 2003.
The offices of Cendant Mobility operations in North America are located
throughout the U.S. and Canada. Two primary office facilities are both located
in Danbury, Connecticut, one having 92,600 square feet, leased until January
2000 and the other having 30,000 square feet, leased until Octoberber 1998. The
Company is currently evaluating proposals to consolidate the operations of
Cendant Mobility Services.
The offices of Cendant Mortgage are located primarily in a 127,000 square foot
building in Mount Laurel, New Jersey, which is leased by the Company and
expiring in 2001.
The international offices of VMS and Cendant Mobility operations located in the
United Kingdom and Europe are as follows: a 129,000 square foot building which
is owned by the Company located in Swindon, United Kingdom; and field offices
having an aggregate of approximately 35,000 square feet located in Swindon and
Manchester, United Kingdom; Munich, Germany; and Dublin, Ireland, are leased for
various terms to February 2016.
The Company considers that its properties are generally in good condition and
well maintained and are generally suitable and adequate to carry on the
Company's business.
Item 3. Legal Proceedings
The Company is party to various litigation matters arising in the ordinary
course of business and is plaintiff in several collection matters which are not
considered material either individually or in the aggregate.
Item 4. Results of Votes of Security Holders
Not Applicable
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holder
Matters
Not Applicable
Item 6. Selected Financial Data
Not Applicable
<PAGE>
Item 7. Management's Narrative Analysis of Results of Operations and Liquidity
and Capital Resources
Pursuant to a merger agreement (the "Merger Agreement") by and among PHH
Corporation (the "Company"), HFS Incorporated ("HFS") and Mercury Acquisition
Corp. ("Mercury"), a wholly owned subsidiary of HFS, effective April 30, 1997,
Mercury was merged into the Company, with the Company being the surviving
corporation, and the Company became a wholly owned subsidiary of HFS (the "PHH
Merger"). In connection with the PHH Merger, all outstanding shares of the
Company's common stock, including shares issued to holders of the Company's
employee stock options, were converted into approximately 30.3 million shares of
HFS common stock. On December 17, 1997, pursuant to a merger agreement between
CUC and HFS, HFS was merged into CUC (the "Cendant Merger"), with CUC surviving
and changing its name to Cendant Corporation. As a result of that merger, the
Company became a wholly owned subsidiary of Cendant Corporation.
In connection with the PHH Merger, the Company's fiscal year was changed from a
year ending on April 30, to a year ending December 31.
RESULTS OF OPERATIONS
This discussion should be read in conjunction with the information contained in
the Consolidated Financial Statements and accompanying Notes thereto of the
Company appearing elsewhere in this Form 10-K.
Year Ended December 31, 1997 Compared to the Year Ended December 31, 1996
Net Revenue
Net revenue of PHH Corporation (the "Company") increased 18% to $853.7 million
in 1997 from $725.7 million in 1996. The increase reflects higher revenues in
both the Company's fleet management and real estate segments. Fleet management
net revenues were $271.9 million in 1997 compared to $255.9 million in 1996.
Real estate net revenues of $581.8 million in 1997 increased $112.0 million or
24% from 1996. The real estate segment experienced higher revenues within the
underlying relocation and mortgage businesses. Relocation services revenue
increased $60.5 million. In addition, referral fees and outsourcing fees
increased $6.4 million (12%) and $7.9 million (14%), respectively. Mortgage
services revenues rose to $179.2 million in 1997, a 40% increase from 1996,
primarily due to a 40% increase in the volume of loan closings and an 18%
increase in the portfolio of loans serviced.
Total Expenses
Total expenses increased $305.8 million (56%) from $549.4 million in 1996 to
$855.2 in 1997. Total expenses in 1997 include $262.2 million of non-recurring
merger-related charges associated with the Merger ($215.8 million charge) and
the Cendant Merger ($46.4 million charge). The improved operating margins
reflect operational efficiencies realized primarily from the restructuring of
the Company's fleet management and relocation businesses in connection with the
aforementioned mergers.
Liquidity And Capital Resources
The Company manages its funding sources to ensure adequate liquidity. The
sources of liquidity fall into three general areas: ongoing liquidation of
assets under management, global capital markets, and committed credit agreements
with various high-quality domestic and international banks. In the ordinary
course of business, the liquidation of assets under management programs, as well
as cash flows generated from operating activities, provide the cash flow
necessary for the repayment of existing liabilities.
<PAGE>
Using historical information, the Company projects the time period that a
client's vehicle will be in service or the length of time that a home will be
held in inventory before being sold on behalf of the client. Once the relevant
asset characteristics are projected, the Company generally matches the projected
dollar amount, interest rate and maturity characteristics of the assets within
the overall funding program. This is accomplished through stated debt terms or
effectively modifying such terms through other instruments, primarily interest
rate swap agreements and revolving credit agreements. Within mortgage banking
services, the Company funds the mortgage loans on a short-term basis until the
mortgage loans are sold to unrelated investors, which generally occurs within
sixty days. Interest rate risk on mortgages originated for sale is managed
through the use of forward delivery contracts, financial futures and options.
Financial derivatives are also used as a hedge to minimize earnings volatility
as it relates to mortgage servicing assets.
The Company supports purchases of leased vehicles, equity advances, and mortgage
originations primarily by issuing commercial paper and medium term notes. Such
borrowings are included in liabilities under management and mortgage programs
rather than long-term debt since such debt corresponds directly with high
quality related assets. Accordingly, following the announcement of the HFS
Merger, S&P, Moody's and Fitch Investor Service affirmed investment grade
ratings of A+, A2 and A+, respectively to the Company's debt and A1, P1 and F1,
respectively, to the Company's commercial paper. A security rating is not a
recommendation to buy, sell or hold securities and is subject to revision or
withdrawal at any time.
The Company expects to continue to have broad access to global capital markets
by maintaining the quality of its assets under management. This is achieved by
establishing credit standards to minimize credit risk and the potential for
losses. Depending upon asset growth and financial market conditions, the Company
utilizes the United States, European and Canadian commercial paper markets, as
well as other cost-effective short-term instruments. In addition, the Company
will continue to utilize the public and private debt markets to issue unsecured
senior corporate debt. Augmenting these sources, the Company will continue to
manage outstanding debt with the potential sale or transfer of managed assets to
third parties while retaining the fee-related services. At December 31, 1997,
the Company's outstanding debt was comprised of commercial paper, medium term
notes and other borrowings of $2.6 billion, $2.7 billion, and $0.3 billion,
respectively.
To provide additional financial flexibility, the Company's current policy is to
ensure that minimum committed bank facilities aggregate 80 percent of the
average amount of outstanding commercial paper. The Company maintains a $2.5
billion committed and unsecured credit facility, which is backed by domestic and
foreign banks and is comprised of $1.25 billion of credit lines maturing in 364
days or less and $1.25 billion maturing on March 10, 2002. In addition, the
Company has approximately $180 million of uncommitted lines of credit with
various financial institutions. Management closely evaluates not only the credit
quality of the banks but the terms of the various agreements to ensure ongoing
availability. The full amount of the Company's committed facilities at December
31, 1997, was undrawn and available. Management believes that its current policy
provides adequate protection should volatility in the financial markets limit
the Company's access to commercial paper or medium-term notes funding.
The Company currently operates under policies limiting (a) the payment of
dividends on the Company's capital stock to 40% of its net income, excluding the
net of tax impact of non-recurring charges ("Adjusted Net Income") on an annual
basis, less the outstanding principal balance of loans from the Company to
Cendant, its parent company as of the date of any proposed dividend payment, and
(b) the outstanding principal balance of loans from the Company to Cendant to
40% of its Net Income on an annual basis, less payment of dividends on the
Company's capital stock during such year.
The Company filed a shelf registration statement with the Securities and
Exchange Commission effective March 2, 1998, for the aggregate issuance of up to
$3 billion of medium-term note debt securities. These securities may be offered
from time to time, together or separately, based on terms to be determined at
the time of sale. The proceeds will be used to finance the assets under
management and mortgage programs and for general corporate purposes.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" which establishes standards for reporting and display of an alternative
income measurement and its components in the financial statements. This
statement is effective for fiscal years beginning after December 15, 1997. The
Company will adopt SFAS No. 130 in 1998.
In June 1997, the FASB issued SFAS No. 131 "Disclosures About Segments of an
Enterprise and Related Information" effective for periods beginning after
December 15, 1997. SFAS No. 131 establishes standards for the way that public
business enterprises report information about their operating segments in their
annual and interim financial statements. It also requires public enterprises to
disclose company-wide information regarding products and services and the
geographic areas in which they operate. The Company will adopt SFAS No. 131 in
1998.
In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures about
Pension and Other Postretirement Benefits" effective for period beginning after
December 15, 1997. The Company will adopt SFAS No. 132 in 1998.
The aforementioned recently issued accounting pronouncements establish standards
for disclosures only and therefore will have no impact on the Company's
financial position or results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In normal operations, the Company must deal with effects of changes in
interest rates and currency exchange rates. The following discussion presents an
overview of how such changes are managed and a view of their potential effects.
The Company uses various financial instruments, particularly interest rate
and currency swaps, but also options, floors and currency forwards, to manage
its respective interest rate and currency risks. The Company is exclusively an
end user of these instruments, which are commonly referred to as derivatives.
Established practices require that derivative financial instruments relate to
specific asset, liability or equity transactions or to currency exposure. More
detailed information about these financial instruments, as well as the
strategies and policies for their use, is provided in notes 12 and 16.
The Securities and Exchange Commission requires that registrants include
information about potential effects of changes in interest rates and currency
exchange in their financial statements. Although the rules offer alternatives
for presenting this information, none of the alternatives is without
limitations. The following discussion is based on so-called "shock tests", which
model effects of interest rate and currency shifts on the reporting company.
Shock tests, while probably the most meaningful analysis permitted, are
constrained by several factors, including the necessity to conduct the analysis
based on a single point in time and by their inability to include the
extraordinarily complex market reactions that normally would arise from the
market shifts modeled. While the following results of shock tests for interest
rate and currencies may have some limited use as benchmarks, they should not be
viewed as forecasts.
One means of assessing exposure to interest rate changes is a
duration-based analysis that measures the potential loss in net earnings
resulting from a hypothetical 10% change in interest rates across all
maturities (sometimes referred to as a "parallel shift in the yield
curve"). Under this model, it is estimated that, all else constant, such an
increase, including repricing effects in the securities portfolio, would
not materially effect the 1998 net earnings of the Company based on
year-end 1997 positions.
One means of assessing exposure to changes in currency exchange rates is
to model effects on reported earnings using a sensitivity analysis.
Year-end 1997 consolidated currency exposures, including financial
instruments designated and effective as hedges, were analyzed to identify
the Company's assets and liabilities denominated in other than their
relevant functional currency. Net unhedged exposures in each currency were
then remeasured assuming a 10% change in currency exchange rates compared
with the U.S. dollar. Under this model, it is estimated that, all else
constant, such a change would not materially effect the 1998 net earnings
of the Company based on year-end 1997 positions.
Item 8. Financial Statements and Supplementary Data
See Financial Statement and Financial Statement Schedule Index commencing on
page F-1 hereof.
Item 9. Changes in and Disagreements with Accountants and Financial Disclosure
(a) As reported in the Company's Report on Form 8-K filed on May 14, 1997,
the Board of Directors of the Company engaged the accounting firm of
Deloitte & Touche LLP, as independent accountants for the Company,
effective as of May 12, 1997 and, accordingly, dismissed KPMG Peat
Marwick LLP in such capacity effective with the completion of their
report on the financial statements of PHH Corporation included in this
transition report on Form 10-K for the period ended December 31, 1996.
(b) During the eight-month transition period ended December 31, 1996 and
the two most recent fiscal year ended April 30, 1996 and 1995, and the
subsequent interim period through May 12, 1997, there have been no
disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure or any reportable events.
(c) The reports of KPMG Peat Marwick LLP on the financial statements for
the transition period and past the two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14(a)(1) Financial Statements
See Financial Statement and Financial Statement Schedule Index commencing on
page F-1 hereof.
Item 14(a)(2) Financial Statement Schedules
See Financial Statement and Financial Statement Schedule Index commencing on
page F-1 hereof.
Item 14(a)(3) Exhibits
The exhibits identified by an asterisk (*) are on file with the Commission and
such exhibits are incorporated by reference from the respective previous
filings. The exhibits identified by a double asterisk (**) are being filed with
this report.
Exhibit No.
2-1 Agreement and Plan of Merger dated as of November 10, 1996, by
and among HFS Incorporated, PHH Corporation and Mercury
Acquisition Corp., filed as Annex 1 in the Joint Proxy
Statement/Prospectus included as part of Registration No.
333-24031(*).
3-1 Charter of PHH Corporation, as amended August 23, 1996 (filed
as Exhibit 3-1 to the Company's Transition Report on Form 10-K
filed on July 29, 1997)(*).
3-2 By-Laws of PHH Corporation, as amended October.(**)
4-1 Indenture between PHH Corporation and Bank of New York,
Trustee, dated as of May 1, 1992, filed as Exhibit 4(a)(iii)
to Registration Statement 33-48125(*).
4-2 Indenture between PHH Corporation and First National Bank of
Chicago, Trustee, dated as of March 1, 1993, filed as Exhibit
4(a)(i) to Registration Statement 33-59376(*).
4-3 Indenture between PHH Corporation and First National Bank of
Chicago, Trustee, Dated as of June 5, 1997, filed as Exhibit
4(a) to Registration Statement 333-27715(*).
4-4 Indenture between PHH Corporation and Bank of New York,
Trustee Dated as of June 5, 1997, filed as Exhibit 4(a)(11) to
Registration Statement 333-27715(*).
4-5 364-Day Credit Agreement Among PHH Corporation, PHH Vehicle
Management Services, Inc., the Lenders, the Chase Manhattan
Bank, as Administrative Agent and the Chase Manhattan Bank of
Canada, as Canadian Agent, Dated March 4, 1997, filed as
Exhibit 10.1 to Registration Statement 333-27715(*).
4-6 Five-year Credit Agreement among PHH Corporation, the Lenders,
and Chase Manhattan Bank, as Administrative Agent, dated March
4, 1997 filed as Exhibit 10.2 to Registration Statement
333-27715(*).
<PAGE>
4-7 SECOND AMENDMENT, dated as of September 26, 1997 (the "Second
Amendment"), to (i) 364-day Competitive Advance and Revolving
Credit Agreement, dated as of March 4, 1997 (as heretofore
and hereafter amended, supplemented or otherwise modified
from time to time, the "364-Day Credit Agreement"), PHH
Corporation (the "Borrower"), HH Vehicle Management Services,
Inc., the Lenders referred to therein, the Chase Manhattan
Bank of Canada, as agent for the US Lenders (in such capacity,
the "Administrative Agent"), and The Chase Manhattan Bank of
Canada, as administrative agent for the Canadian Lenders (in
such capacity, the "Canadian Agent"); and (ii) the Five Year
Competitive Advance and Revolving Credit Agreement, dated
as of March 4, 1997, among the Borrower, the Lenders referred
to therein and the Administrative Agent (incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997).(*)
10-1 Distribution Agreement between the Company and CS First Boston
Corporation; Goldman, Sachs & Co.; Merrill Lynch & Co.;
Merrill Lynch, Pierce, Fenner & Smith, Incorporated; and J.P.
Morgan Securities, Inc. dated November 9, 1995, filed as
Exhibit 1 to Registration Statement 33-63627(*).
10-2 Distribution Agreement between the Company and Credit Suisse;
First Boston Corporation; Goldman Sachs & Co. and Merrill
Lynch & Co., dated June 5, 1997 filed as Exhibit 1 to
Registration Statement 333-27715(*).
10-3 Distribution Agreement, dated March 2, 1998, among PHH
Corporation, Credit Suisse First Boston Corporation, Goldman
Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and J.P. Morgan Securities, Inc.
filed as Exhibit 1 to Form 8-K dated March 3, 1998, File No.
1-07797.(*)
12 Schedule containing information used in the computation of
the ratio of earnings to fixed charges.(**)
23.1 Consent of Deloitte & Touche LLP.(**)
23.2 Consent of KPMG Peat Marwick, LLP.(**)
27 Financial Data Schedule (filed electronically only).(**)
The registrant hereby agrees to furnish to the Commission upon request
a copy of all constituent instruments defining the rights of holders of
long-term debt of the registrant and all its subsidiaries for which
consolidated or unconsolidated financial statements are required to be
filed under which instruments the total amount of securities authorized
does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis.
(b) Reports on Form 8-K
There was one report on Form 8-K filed during the fourth quarter of
1997 as follows:
The Company filed a Current Report on Form 8-K on December 18, 1997
announcing that, as a result of the merger of HFS Incorporated and CUC
International Inc., the Company became a wholly owned subsidiary of
Cendant Corporation.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly cause this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PHH CORPORATION
By /s/ Robert D. Kunisch
Robert D. Kunisch
Chief Executive Officer
and President
March 31, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Principal Executive Officer:
/s/Robert D. Kunisch
March 31, 1998
Robert D. Kunisch
Chief Executive Officer
and President
Principal Financial Officer:
/s/ Michael P. Monaco
March 31, 1998
Michael P. Monaco
Executive Vice President,
Chief Financial Officer and Assistant Treasurer
Principal Accounting Officer:
/s/ Scott Forbes
March 31, 1998
Scott Forbes
Senior Vice President
Board of Directors:
/s/ James E. Buckman
March 31, 1998
James E. Buckman
Director
/s/ Stephen P. Holmes
March 31, 1998
Stephen P. Holmes
Director
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder of
PHH Corporation
We have audited the consolidated balance sheet of PHH Corporation and its
subsidiaries (a wholly-owned subsidiary of Cendant Corporation), (the "Company")
as of December 31, 1997, and the related consolidated statements of income,
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the financial statements of PHH Corporation for the
year ended December 31, 1996 and the year ended January 31, 1996.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit, the consolidated financial statements
referred to above present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 1997 and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.
We also audited the adjustments described in Note 18 that were applied to
restate the financial statements to give effect to the merger of Cendant
Corporation's relocation business with the Company, which has been accounted for
in a manner similar to a pooling-of-interests. Additionally, we also audited the
Reclassifications described in Note 18 that were applied to restate the December
31, 1996 and January 31, 1996 financial statements to conform to the
presentation used by Cendant Corporation. In our opinion, such adjustments and
reclassifications are appropriate and have been properly applied.
Deloitte & Touche LLP
Parsippany, New Jersey
March 30, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
PHH Corporation
We have audited the accompanying consolidated balance sheet of PHH Corporation
and subsidiaries as of December 31, 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for the years ended
December 31, 1996 and January 31, 1996, before the restatement described in Note
5 and the reclassifications described in Note 18 to the consolidated financial
statements. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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, the consolidated financial statements (before restatement and
reclassifications) referred to above present fairly, in all material respects,
the financial position of PHH Corporation and subsidiaries as of December 31,
1996 and the results of their operations and their cash flows for the years
ended December 31, 1996 and January 31, 1996, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Baltimore, Maryland
April 30, 1997
<PAGE>
PHH Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
December 31,
ASSETS ....................................................... 1997 1996
---------- ----------
<S> <C> <C>
Cash and cash equivalents ...................................... $ 2,102 $ 13,779
Restricted cash ................................................ 23,727 89,849
Accounts and notes receivable,
net of allowance for doubtful accounts
of $12,058 and $8,157, respectively ....................... 570,755 540,569
Property and equipment - net ................................... 105,167 92,145
Goodwill - net ................................................ 21,900 47,279
Other assets ................................................... 298,719 184,400
---------- ----------
Total assets exclusive of assets under programs .... ........... 1,022,370 968,021
---------- ----------
Assets under management and mortgage programs:
Net investment in leases and leased vehicles .............. 3,659,049 3,418,666
Relocation receivables .................................... 775,284 773,326
Mortgage loans held for sale ................. ............ 1,636,341 1,248,299
Mortgage servicing rights ................................. 373,049 288,943
---------- ----------
6,443,723 5,729,234
---------- ----------
TOTAL ASSETS ................................................... $7,466,093 $6,697,255
========== ==========
</TABLE>
See accompanying notes to
consolidated financial statements.
<PAGE>
PHH Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY .................................. 1997 1996
----------- -----------
<S> <C> <C>
Accounts payable and accrued liabilities ................................ $ 698,500 $ 591,589
Deferred revenue ........................................................ 53,324 42,045
----------- -----------
Total liabilities exclusive of liabilities under programs ...... ........ 751,824 633,634
----------- -----------
Liabilities under management and mortgage programs:
Debt ............................................................... 5,602,600 5,089,943
----------- -----------
Deferred income taxes ..................................... ........ 295,707 281,948
----------- -----------
Total liabilities ....................................................... 6,650,131 6,005,525
----------- -----------
Commitments and contingencies (Note 13)
SHAREHOLDERS' EQUITY
Preferred stock - authorized 3,000,000 shares ............................. -- --
Common stock, no par value - authorized 75,000,000 shares;
issued and outstanding 100 and 34,956,835 shares, respectively ...... 289,157 101,143
Retained earnings ........................................................ 544,244 598,951
Currency translation adjustment .......................................... (17,439) (8,364)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY ..................................... ......... 815,962 691,730
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................... $ 7,466,093 $ 6,697,255
=========== ===========
</TABLE>
See accompanying notes to
consolidated financial statements.
<PAGE>
PHH Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
Years Ended
-----------------------------------
December 31, January 31,
1997 1996 1996
--------- --------- ---------
<S> <C> <C> <C>
REVENUES
Fleet management services ............................... ....... $ 212,425 $ 199,206 $ 206,798
Relocation services, net of interest ............................ 402,515 342,064 258,707
Mortgage services (net of amortization of mortgage
servicing rights and interest of $180,621
$116,897 and $80,536, respectively) ........................... 179,241 127,729 93,251
--------- --------- ---------
Service fees - net ................................................. 794,181 668,999 558,756
Fleet leasing (net of depreciation and interest costs of
$1,205,184, $1,132,408 and $1,088,993, respectively) .......... 59,497 56,660 52,079
--------- --------- ---------
Net revenues ....................................................... 853,678 725,659 610,835
--------- --------- ---------
EXPENSES
Operating .......................................................... 386,713 346,917 280,875
General and administrative ......................................... 181,770 173,877 164,524
Merger-related charges associated
with business combinations ...................................... 262,170 -- --
Depreciation and amortization ...................................... 24,583 28,577 32,321
--------- --------- ---------
Total expenses ..................................................... 855,236 549,371 477,720
--------- --------- ---------
Income (loss) before income taxes ............................. .... (1,558) 176,288 133,115
Provision for income taxes ..................................... ... 45,505 71,818 54,995
--------- --------- ---------
Net income (loss) ............................................... .. $ (48,063) $ 104,470 $ 78,120
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial
statements.
<PAGE>
PHH Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share data)
<TABLE>
<CAPTION>
Currency
Common Stock Retained Translation
Shares Amount Earnings Adjustment
---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance, February l, 1995 ......................... 33,722,486 $ 78,072 $ 466,562 $ (18,855)
Net income ..................................... -- -- 78,120 --
Cash dividends declared ........................ -- -- (22,812) --
Currency translation adjustment ................ -- -- -- (4,245)
Stock option plan
transactions, net of related
income tax benefits .......................... 781,062 13,729 -- --
Repurchases of common
shares ............................... ....... (15,800) (282) -- --
----------- ----------- ----------- -----------
Balance, January 31, 1996 ......................... 34,487,748 91,519 521,870 (23,100)
Less January 1996 activity:
Net loss ..................................... -- -- (8,264) --
Cash dividend declared ....................... -- -- 5,859 --
Currency translation adjustment .............. -- -- -- 2,380
Stock option plan transactions,
net of related income tax
benefits ....................... ........... (35,400) (635) -- --
Net income ..................................... -- -- 104,470 --
Cash dividends declared ........................ -- -- (24,984) --
Currency translation adjustment ................ -- -- -- 12,356
Stock option plan transactions,
net of related income tax
benefits ..................................... 504,487 10,259 -- --
----------- ----------- ----------- -----------
Balance, December 31, 1996 ........................ 34,956,835 101,143 598,951 (8,364)
Net loss ....................................... -- -- (48,063) --
Cash dividends declared ........................ -- -- (6,644) --
Currency translation adjustment ................ -- -- -- (9,075)
Stock option plan transactions,
net of related income tax
benefits .......................... ......... 876,264 22,014 -- --
Retirement of common stock ..................... (35,832,999) -- -- --
Parent company capital
contribution ................................. -- 166,000 -- --
----------- ----------- ----------- -----------
Balance, December 31, 1997 ....................... 100 $ 289,157 $ 544,244 $ (17,439)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
PHH Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Years Ended
December 31, January 31,
1997 1996 1996
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) ...................................................... $ (48,063) $ 104,470 $ 78,120
Merger-related restructuring charge .................................... 262,170 -- --
Merger-related restructuring payments .................................. (106,291) -- --
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .......................................... 24,583 28,577 32,321
Gain on sales of mortgage servicing rights ............................. (15,849) (5,194) (17,400)
Accounts and notes receivable .......................................... (5,868) (21,037) (31,079)
Accounts payable and other accrued liabilities ......................... (38,069) 28,168 52,778
Other .................................................................. 111,728 74,172 62,563
----------- ----------- -----------
184,341 209,156 177,303
----------- ----------- -----------
Increase (decrease) from changes in assets under
management and mortgage programs:
Depreciation and amortization under
management and mortgage programs ................................... 1,121,941 1,021,761 960,913
Mortgage loans held for sale ......................................... (388,042) (73,308) (139,520)
----------- ----------- -----------
Net cash provided by operating activities ............................... 918,240 1,157,609 998,696
----------- ----------- -----------
Investing Activities:
Assets under management and mortgage programs:
Investment in leases and leased vehicles ............................. (2,068,818) (1,901,265) (2,008,559)
Repayment of investment in leases and leased vehicles ................ 588,981 595,852 576,670
Equity advances on homes under management ............................ (6,844,522) (4,307,978) (6,238,538)
Payments received on advances on homes under management .............. 6,862,572 4,348,857 6,070,490
Additions to mortgage servicing rights ............................... (270,463) (164,393) (130,135)
Proceeds from sales and transfers of leases and leased vehicles ...... 186,424 162,839 109,859
----------- ----------- -----------
(1,545,826) (1,266,088) (1,620,213)
Funding of grantor trusts ............................................... -- (89,849) --
Additions to property and equipment - net ............................... (43,724) (17,584) (20,052)
Proceeds from sale of subsidiary ........................................ -- 38,018 --
Other ................................................................... 25,173 4,271 2,926
----------- ----------- -----------
Net cash used in investing activities ................................... (1,564,377) (1,331,232) (1,637,339)
----------- ----------- -----------
Financing Activities:
Liabilities under management and mortgage programs:
Proceeds from debt issuance or borrowings ............................ 2,816,285 1,656,038 1,858,826
Principal payments on borrowings ..................................... (1,692,883) (1,645,879) (1,237,021)
Net change in short term borrowings .................................. (613,471) 231,819 17,419
----------- ----------- -----------
509,931 241,978 639,224
Parent company capital contribution ..................................... 90,000 -- --
Stock option plan transactions, net of related income
tax benefits ......................................................... 22,014 10,271 13,729
Payment of dividends .................................................... (6,644) (24,984) (23,094)
----------- ----------- -----------
Net cash provided by financing activities ............................... 615,301 227,265 629,859
----------- ----------- -----------
Effect of exchange rates on cash and cash equivalents ................... 19,159 (46,677) 6,545
----------- ----------- -----------
Increase (decrease) in cash and cash equivalents ........................ (11,677) 6,965 (2,239)
Cash and cash equivalents at beginning of period ........................ 13,779 6,814 9,053
----------- ----------- -----------
Cash and cash equivalents at end of period .............................. $ 2,102 $ 13,779 $ 6,814
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated
financial statements.
<PAGE>
PHH Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation and description of business:
PHH Corporation together with its wholly owned subsidiaries, (the
"Company") is a leading provider of corporate relocation, fleet management
and mortgage services. On April 30, 1997, the Company merged with HFS
Incorporated ("HFS") and on December 17, 1997, HFS together with the
Company, was merged with and into CUC International Inc. ("CUC"), (the
"Cendant Merger") (See Notes 3 and 4). Effective with the Cendant Merger,
the Company became a wholly owned subsidiary of Cendant. However, pursuant
to certain covenant requirements under the indentures in which the Company
issues debt, the Company continues to operate and maintain its status as a
separate public reporting entity, which is the basis under which the
accompanying financial statements and footnotes are presented. A
description of the Company's industry segments and underlying businesses
are as follows:
Fleet management segment
. Fleet management. Fleet management services primarily consist of the
management, purchase, leasing, and resale of vehicles for corporate
clients and government agencies. These services also include fuel,
maintenance, safety and accident management programs and other fee
-based services for clients' vehicle fleets. The Company leases
vehicles primarily to corporate fleet users under operating and direct
financing lease arrangements. Open-end operating leases and direct
financing leases generally have a minimum lease term of 12 months
with monthly renewal options thereafter. Closed-end operating leases
typically have a longer term, usually 30 months or more, but are
cancelable under certain conditions.
Real estate segment
- Relocation. Relocation services are provided to client corporations and
include selling transferee residences, providing equity advances on
transferee residences for the purchase of new homes and certain home
management services. The Company also offers fee-based programs such as
home marketing assistance, household goods moves, destination services
and property dispositions for financial institutions and government
agencies.
- Mortgage. Mortgage services primarily include the origination, sale and
servicing of residential first mortgage loans. The Company markets a
variety of first mortgage products to consumers through relationships
with corporations, affinity groups, financial institutions, real estate
brokerage firms and other mortgage banks.
2. Summary of Significant Accounting Policies
Principles of consolidation: The consolidated financial statements include
the accounts and transactions of the Company together with its wholly owned
subsidiaries. All material intercompany balances and transactions have been
eliminated in consolidation.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts and related
disclosures. Actual results could differ from those estimates.
Cash and cash equivalents: The Company considers highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.
Restricted cash: Restricted cash consists of cash held in trust for
employee benefit liabilities which were required to be funded prior to
consummation of the merger of the Company with and into HFS. The Company
funded several grantor trusts in accordance with the merger agreement.
Property and equipment: Property and equipment is stated at cost less
accumulated depreciation and amortization. Depreciation is computed by the
straight-line method over the estimated useful lives of the related assets.
Amortization of leasehold improvements is computed by the straight-line
method over the estimated useful lives of the related assets or the lease
term, if shorter.
Goodwill: Goodwill, which represents the excess of cost over fair value of
net assets acquired, is amortized on a straight-line basis over the
estimated useful lives, ranging over various periods up to a maximum of 40
years. At December 31, 1997 and 1996, accumulated amortization amounted to
$18.7 million and $19.7 million, respectively.
Asset Impairment: The Company periodically evaluates the recoverability of
its long-lived assets, comparing the respective carrying values to the
current and expected future cash flows to be generated from such assets.
Property and equipment is evaluated separately within each business
segment. The recoverability of goodwill is evaluated on a separate basis
for each acquisition.
Revenue and expense recognition:
Fleet management. Revenues from fleet management services other than
leasing are recognized over the period in which services are provided and
the related expenses are incurred. The Company records the cost of leased
vehicles as "net investment in leases and leased vehicles." Amounts charged
to lessees for interest on the unrecovered investment are credited to
income on a level yield method, which approximates the contractual terms.
Vehicles under operating leases are amortized using the straight-line
method over the expected lease term.
Relocation. The relocation services provided by the Company include
facilitating the purchase and resale of the transferee's residence,
providing equity advances on the transferee's residence and home management
services. The home is purchased under a contract of sale and the Company
obtains a deed to the property, however, it does not generally record the
deed or transfer of title. Transferring employees are provided equity on
their home based on an appraised value determined by independent
appraisers, after deducting any outstanding mortgages. The mortgage is
generally retired concurrently with the advance of the equity and the
purchase of the home. Based on its client agreements, the Company is given
parameters under which it negotiates for the ultimate sale of the home.
The gain or loss on resale is generally borne by the client corporation.
While homes are held for resale, the amount funded for such homes carry an
interest charge computed at a floating rate based on various indices.
Direct costs of managing the home during the period the home is held for
resale, including property taxes and repairs and maintenance, are generally
borne by the client. All such costs are generally guaranteed by the client
corporation. The client normally advances funds to cover a portion of such
carrying costs. When the home is sold, a settlement is made with the client
corporation netting actual costs with any advanced billing.
Revenues and related costs associated with the resale of a residence are
recognized upon closing of such resale. Relocation services revenue is
shown net of costs reimbursed by client corporations and interest expenses
incurred to fund the purchase of a transferee's residence. Under the terms
of contracts with clients, the Company is generally protected against
losses from changes in real estate market conditions. The Company also
offers fee-based programs such as home marketing assistance, household
goods moves, destination services, and property dispositions for financial
institutions and government agencies. Revenues from these fee-based
services are recognized when the service is provided.
Mortgage. Loan origination fees, commitment fees paid in connection with
the sale of loans and direct loan origination costs associated with loans
held for resale are deferred until the loan is sold. Fees received for
servicing loans owned by investors are based on the difference between the
weighted average yield received on the mortgages and the amount paid to the
investor, or on a stipulated percentage of the outstanding monthly
principal balance on such loans. Servicing fees are credited to income when
received. Costs associated with loan servicing are charged to expense as
incurred.
Sales of mortgage loans are generally recorded on the date a loan is
delivered to an investor. Sales of mortgage securities are recorded on the
settlement date. The Company acquires mortgage-servicing rights by
originating or purchasing mortgage loans and selling those loans with
servicing retained, or it may purchase mortgage-servicing rights
separately. The carrying value of mortgage servicing rights is amortized
over the estimated life of the related loan portfolio. Such amortization is
recorded as a reduction of loan serving fees in the consolidated statements
of income. Gains or losses on the sale of mortgage servicing rights are
recognized when title and all risks and rewards have irrevocably passed to
the buyer and there are no significant unresolved contingencies. Gains or
losses on sales of mortgage loans are recognized based upon the difference
between the selling price and the carrying value of the related mortgage
loans sold. The carrying value of the loans excludes the cost assigned to
originated servicing rights (see Note 10). Such gains and losses are also
increased or decreased by the amount of deferred mortgage servicing fees
recorded.
The Company reviews the recoverability of mortgage servicing rights based
on their fair values, and records impairment to individual strata. For
measuring impairment, the interest rate bands of the underlying loans are
the risk characteristic used to stratify the capitalized servicing
portfolio. To determine the fair value of mortgage servicing rights, the
Company uses market prices for comparable mortgage servicing, when
available, or alternatively uses a valuation model that calculates a
present value for mortgage servicing rights with assumptions that market
participants would use in estimating future net servicing income.
Income taxes: The provision for income taxes includes deferred income taxes
resulting from items reported in different periods for income tax and
financial statement purposes. Deferred tax assets and liabilities represent
the expected future tax consequences of the differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. The effects of changes in tax rates on
deferred tax assets and liabilities are recognized in the period that
includes the enactment date. No provision has been made for U.S. income
taxes on approximately $128.4 million of cumulative undistributed earnings
of foreign subsidiaries at December 31, 1997 since it is the present
intention of management to reinvest the undistributed earnings indefinitely
in foreign operations. The determination of unrecognized deferred U.S. tax
liability for unremitted earnings is not practicable. In addition, it is
estimated that foreign withholding taxes of approximately $2.1 million may
have been payable if such earnings were remitted.
Accounts and notes receivable: Changes in the allowance for doubtful
accounts, including the provision for bad debts, write-offs and recoveries
are not material.
Translation of foreign currencies: Assets and liabilities of foreign
subsidiaries are translated at the exchange rates as of the balance sheet
dates, equity accounts are translated at historical exchange rates and
revenues, expenses and cash flows are translated at the average exchange
rates for the periods presented. Translation gains and losses are included
in shareholders' equity. Gains and losses resulting from the change in
exchange rates realized upon settlement of foreign currency transactions
are substantially offset by gains and losses realized upon settlement of
forward exchange contracts. Therefore, the resulting net income effect of
transaction gains and losses in the years ended December 31, 1997 and 1996
and January 31, 1996 was insignificant.
Reclassifications: Certain reclassifications have been made to the
historical financial statements of the Company to conform with the
presentation used subsequent to the Cendant Merger. (See Note 18)
3. Merger with HFS Incorporated
Pursuant to a merger agreement (the "HFS Merger Agreement") by and among
the Company, HFS and Mercury Acquisition Corp. ("Mercury"), a wholly owned
subsidiary of HFS, effective April 30, 1997, Mercury was merged into the
Company, with the Company being the surviving corporation, which became a
wholly owned subsidiary of HFS (the "HFS Merger"). In connection with the
HFS Merger, all outstanding shares of the Company's common stock, including
shares issued to holders of the Company's employee stock options, were
converted into approximately 30.3 million shares of HFS common stock (72.8
million equivalent shares of Cendant common stock). Prior to the HFS
Merger, the Company maintained incentive and non-statutory stock option
plans for its key employees and outside directors. Upon consummation of the
HFS Merger, all unexercised Company stock options were converted into .737
million shares of HFS common stock (1.8 million shares of Cendant common
stock).
Pursuant to the change of control provisions under the HFS Merger
Agreement, certain grantor trusts were established in connection with the
Senior Executive Severance Plan, Supplemental Executive Retirement Plan and
the Company's Excess Benefits Plan (collectively, the "Plans"). The Company
was required to fund the trusts for the present value of amounts expected
to be paid under the Plans, a large portion of which was due and paid on
April 30, 1997. The funded amounts of the grantor trusts, which remain
unpaid, are shown as restricted cash in the Consolidated Balance Sheets.
In connection with the HFS Merger, to conform with its parent company's
calendar year end, the Company changed its fiscal year end from April 30 to
December 31, and accordingly, filed a transition report on Form 10-K for
the eight month period ended December 31, 1996. In connection with its
change in fiscal year, the Company has restated its financial statements to
present its financial position as of December 31, 1997 and 1996 and its
operating results and cash flows for the years ended December 31, 1997 and
1996 and January 31, 1996. As a result of such restatement, the Company's
operating results for January 1996 have been duplicated and, accordingly,
an adjustment has been made to 1996 retained earnings for such one-month
period for the duplication of net loss of $8.3 million and cash dividends
declared of $5.9 million.
4. Merger of HFS with CUC
On December 17, 1997, HFS (together with the Company) was merged with and
into CUC to form Cendant Corporation ("Cendant"). The Cendant Merger was
consummated with CUC issuing 440.0 million shares of its common stock in
exchange for all of the outstanding common stock of HFS. Pursuant to the
terms of the agreement and plan of merger, HFS shareholders received 2.4031
shares of CUC common stock for each share of HFS common stock. Upon
consummation of the Cendant Merger, CUC changed its name to Cendant
Corporation and effective with such merger, the Company became a wholly
owned subsidiary of Cendant. As a combined company, Cendant is a leading
global provider of various services to businesses serving consumer
industries.
5. Merger of HFS's Relocation Business
During June 1997, HFS merged its relocation business with and into the
Company. As both entities were under common control, such transaction has
been accounted for in a manner similar to a pooling-of-interests. (See Note
18)
<PAGE>
6. Merger-Related Charges
Cendant Merger
In connection with the Cendant Merger, the Company recorded a
merger-related charge (the "Cendant Charge") of $46.4 million ($32.5
million after tax). The Cendant Charge includes termination costs
associated with exiting certain activities associated with fleet management
operations and other merger-related costs associated with the restructuring
of the Company's businesses as a result of the Cendant Merger.
HFS Merger
In connection with the HFS Merger, the Company recorded a merger and
related charge (the "HFS Merger Charge") during 1997 of $215.8 million
($176.3 million after tax). The HFS Merger Charge includes severance,
facility and system consolidations and termination costs associated with
exiting certain activities, and other merger-related costs associated with
the restructuring of the Company's businesses. Both charges are summarized
by type as follows ($ in millions):
Total
HFS Merger Cendant Merger Merger-Related
Charge Charge Charges
---------- -------------- --------------
Personnel related ............ $ 130.8 $ -- $ 130.8
Professional fees ............ 25.6 -- 25.6
Business terminations ........ 44.8 45.7 90.5
Facility related and other .... 14.6 .7 15.3
------ ----- ------
Total ......................... $ 215.8 $ 46.4 $ 262.2
====== ===== ======
Personnel related charges are comprised of costs incurred in connection
with employee reductions associated with the merger of HFS's relocation
businesses with and into the Company's relocation service business and the
consolidation of corporate activities. Personnel related charges include
termination benefits such as severance, medical and other benefits as well
as supplemental retirement benefits resulting from a change of control in
connection with the HFS Merger. Full implementation of the restructuring
plan will result in the termination of approximately 500 employees
substantially all of whom are located in North America, a majority of which
were terminated as of December 31, 1997. The Company to implement its
restructuring plan relating to its Relocation services business and expects
to be substantially complete with the plan in the second quarter of 1998.
Professional fees are primarily comprised of investment banking, accounting
and legal fees incurred in connection with the HFS Merger. Business
termination charges relate to the exiting of certain activities associated
with fleet management, mortgage services and ancillary operations in
accordance with the strategic restructuring plan. Included in such charges
is a $25 million write-off of goodwill associated with the Company exiting
a portion of its closed end fleet leasing business. Facility related
expenses include costs associated with contract and lease terminations,
asset disposals and other charges incurred in connection with the
consolidation and closure of excess space.
The Company anticipates that approximately $174.3 million will be paid in
cash in connection with the HFS Merger Charge of which $106.3 million was
paid through December 31, 1997. The payments were partially funded with a
capital infusion from HFS of $166.0 million, $90.0 million of which was
paid in the third quarter of 1997 and the balance of which was paid during
the first quarter of 1998. The cash portion of the HFS Merger Charge
remaining at December 31, 1997 will be financed from the capital infusion,
cash generated from operations or borrowings under the Company's credit
facilities. It is currently anticipated that the restructuring plan will be
completed in the spring of 1998. Revenue and operating results from
activities that will not be continued are not material to the results of
operations of the Company.
7. Property and Equipment
Property and equipment consists of ($000's):
<TABLE>
<CAPTION>
Useful Lives December 31,
In Years 1997 1996
------------ ------------- -----------
<S> <C> <C> <C>
Land $ 6,826 $ 9,122
Building and leasehold improvements 5 - 50 28,601 55,967
Furniture, fixtures and equipment 3 - 10 184,345 145,294
------------ -----------
219,772 210,383
Accumulated depreciation and amortization (114,605) (118,238)
------------ -----------
Property and equipment - net $ 105,167 $ 92,145
============ ==========
</TABLE>
8. Net Investment in Leases and Leased Vehicles
The net investment in leases and leased vehicles consists of ($000's):
<TABLE>
<CAPTION>
December 31,
1997 1996
--------------- -------------
<S> <C> <C>
Vehicles under open-end operating leases $ 2,640,076 $ 2,617,263
Vehicles under closed-end operating leases 577,245 443,853
Direct financing leases 440,757 356,699
Accrued interest on leases 971 851
------------- -------------
Net investment in leases and leased vehicles $ 3,659,049 $ 3,418,666
============= =============
</TABLE>
The Company records the cost of leased vehicles as an "investment in leases
and leased vehicles." The vehicles are leased primarily to corporate fleet
users for initial periods of twelve months or more under either operating
or direct financing lease agreements. Vehicles under operating leases are
amortized using the straight-line method over the expected lease term. The
Company's experience indicates that the full term of the leases may vary
considerably due to extensions beyond the minimum lease term. Amounts
charged to lessees for interest on the unrecovered investment are credited
to income on a level yield method, which approximates the contractual
terms. Lessee repayments of investment in leases and leased vehicles for
1997 and 1996 were $1.6 billion, in both 1997 and 1996 and the ratio of
such repayments to the average net investment in leases and leased vehicles
in 1997 and 1996 was 46.80% and 47.19%, respectively.
The Company has two types of operating leases. Under one type, open-end
operating leases, resale of the vehicles upon termination of the lease is
generally for the account of the lessee except for a minimum residual value
which the Company has guaranteed. The Company's experience has been that
vehicles under this type of lease agreement have consistently been sold for
amounts exceeding the residual value guarantees. Maintenance and repairs of
vehicles under these agreements are the responsibility of the lessee. The
original cost and accumulated depreciation of vehicles under this type of
operating lease was $5.0 billion and $2.4 billion, respectively, at
December 31, 1997 and $4.6 billion and $2.0 billion, respectively, at
December 31, 1996.
Under the other type of operating lease, closed-end operating leases,
resale of the vehicles on termination of the lease is for the account of
the Company. The lessee generally pays for or provides maintenance, vehicle
licenses and servicing. The original cost and accumulated depreciation of
vehicles under these agreements was $754.4 million and $177.2 million,
respectively, at December 31, 1997 and $600.6 million and $156.7 million,
respectively, at December 31, 1996. The Company believes adequate reserves
are maintained in the event of loss on vehicle disposition.
Under the direct financing lease agreements, resale of the vehicles upon
termination of the lease is generally for the account of the lessee.
Maintenance and repairs of these vehicles are the responsibility of the
lessee.
Gross leasing revenues, which are reflected in fleet leasing on the
Consolidated Statements of Operations consist of ($000's):
<TABLE>
<CAPTION>
For the Years Ended
------------------------------------------------
December 31, January 31,
1997 1996 1996
------------- ------------- -------------
<S> <C> <C> <C>
Operating leases $ 1,222,865 $ 1,145,745 $ 1,098,697
Direct financing leases, primarily interest 41,816 43,323 42,375
------------- ------------- -------------
$ 1,264,681 $ 1,189,068 $ 1,141,072
============= ============= =============
</TABLE>
Other managed vehicles are subject to leases serviced by the Company for
others, and neither the vehicles nor the leases are included as assets of
the Company. The Company receives a fee under such agreement, which covers
or exceeds its cost of servicing.
The Company has transferred existing managed vehicles and related leases to
unrelated investors and has retained servicing responsibility. Credit risk
for such agreements is retained by the Company to a maximum extent in one
of two forms: excess assets transferred, which were $7.6 million and $7.1
million at December 31, 1997 and 1996, respectively or guarantees to a
maximum extent. There were no guarantees to a maximum extent outstanding at
December 31, 1997 and 1996, respectively. All such credit risk has been
included in the Company's consideration of related reserves. The
outstanding balances under such agreements aggregated $224.6 million and
$158.5 million at December 31, 1997 and 1996, respectively.
Other managed vehicles with balances aggregating $75.6 million and $93.9
million at December 31, 1997 and 1996, respectively, are included in a
special purpose entity which is not owned by the Company. This entity does
not require consolidation as it is not controlled by the Company and all
risks and rewards rest with the owners. Additionally, managed vehicles
totaling approximately $69.6 million and $47.4 million at December 31, 1997
and 1996, respectively, are owned by special purpose entities which are
owned by the Company. However, such assets and related liabilities have
been netted in the Consolidated Balance Sheet since there is a two-party
agreement with determinable accounts, a legal right of offset exists and
the Company exercises its right of offset in settlement with client
corporations.
9. Mortgage Loans Held for Sale
Mortgage loans held for sale represent mortgage loans originated by the
Company and held pending sale to permanent investors. Such mortgage loans
are recorded at the lower of cost or market value as determined by
outstanding commitments from investors or current investor yield
requirements calculated on the aggregate loan basis. There was no valuation
reserve at December 31, 1997 and the valuation reserve was approximately
$10.1 million at December 31, 1996. The Company issues mortgage-backed
certificates insured or guaranteed by the Fannie Mae Corp.
(FNMA), Federal Home Loan Mortgage Corporation (FHLMC),
Government National Mortgage Association (GNMA) and other private insurance
agencies. The insurance provided by FNMA and FHLMC and other private
insurance agencies are on a non-recourse basis to the Company. However, the
guarantee provided by GNMA is only to the extent recoverable from insurance
programs of the Federal Housing Administration and the Veterans
Administration. The outstanding principal balance of mortgages backing GNMA
certificates issued by the Company aggregated approximately $4.6 billion
and $3.4 billion at December 31, 1997 and 1996, respectively. Additionally,
the Company sells mortgage loans as part of various mortgage-backed
security programs sponsored by FNMA, FHLMC and GNMA. Certain of these sales
are subject to recourse or indemnification provisions in the event of
default by the borrower. As of December 31, 1997, mortgage loans sold with
recourse amounted to approximately $58.5 million. The Company believes
adequate reserves are maintained to cover all potential losses.
<PAGE>
10. Mortgage Servicing Rights and Fees
Capitalized mortgage servicing rights and fees activity was as follows
($000's):
<TABLE>
<CAPTION>
Mortgage
Servicing Impairment
Rights & Fees Allowance Total
------------- ----------- ----------
<S> <C> <C> <C>
Balance February 1, 1995 $ 97,213 $ - $ 97,213
Additions 130,135 - 130,135
Amortization (28,556) - (28,556)
Write-down/provision (1,630) (1,386) (3,016)
Sales (4,342) - (4,342)
------------- ---------- ----------
Balance January 31, 1996 192,820 (1,386) 191,434
Less: PHH activity for January
1996 to reflect change in
PHH fiscal year (14,020) 183 (13,837)
Additions 164,393 - 164,393
Amortization (51,750) - (51,750)
Write-down/provision - 622 622
Sales (1,919) - (1,919)
------------ ----------- ----------
Balance December 31, 1996 289,524 (581) 288,943
Additions 270,463 - 270,463
Amortization (95,619) - (95,619)
Write-down/provision - (4,076) (4,076)
Sales (33,125) - (33,125)
Other (53,537) - (53,537)
------------- ----------- ----------
Balance December 31, 1997 $ 377,706 $ (4,675) $ 373,049
=========== =========== ==========
</TABLE>
Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125 (SFAS No. 125), "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". The
statement provides criteria for: (i) recognizing the transfer of assets as
sales or secured borrowings; (ii) recognizing servicing assets and other
retained interests in the transferred assets and; (iii) overall guidance
for amortizing servicing rights and measuring such assets for potential
impairment. The servicing right and any other retained interests are
recorded by allocating the previous carrying amount between assets sold and
the retained interests, based on their relative fair values at the date of
the transfer. SFAS No. 125 also eliminated the distinction between the
various classes of servicing rights (purchased, originated, excess). Upon
adoption of the statement, assets previously recognized as excess servicing
rights were classified as mortgage servicing rights to the extent that the
recorded value related to the contractually specified servicing fee. The
remaining recorded asset represents an interest-only strip in the amount of
$48.0 million, which has been reclassified to mortgage related securities.
The impact of adopting SFAS No. 125 was not material to the Company's
financial statements.
The Company stratifies its servicing rights according to the interest rate
bands of the underlying mortgage loans for purposes of impairment
evaluation. The Company measures impairment for each stratum by comparing
estimated fair value to the recorded book value. The Company records
amortization expense in proportion to, and over the period of the projected
net servicing income. Temporary impairment is recorded through a valuation
allowance and amortization expense in the period of occurrence.
11. Liabilities Under Management and Mortgage Programs
Borrowings to fund assets under management and mortgage programs are
classified as "Liabilities under management and mortgage programs" and
consists of the following ($000's):
December 31,
------------------------------
1997 1996
------------- -------------
Commercial paper $ 2,577,534 $ 3,090,843
Medium-term notes 2,747,800 1,662,200
Other 277,266 336,900
------------- -----------
Liabilities under management and mortgage
programs - debt $ 5,602,600 $ 5,089,943
============= =============
Commercial paper, all of which matures within 90 days, is supported by
committed revolving credit agreements described below and short-term lines
of credit. The weighted average interest rates on the Company's outstanding
commercial paper were 5.9% and 5.4% at December 31, 1997 and 1996,
respectively.
Medium-term notes of $2.6 billion represent unsecured loans, and mature
during 1998. The weighted average interest rates on such medium-term notes
were 5.9% and 5.7% at December 31, 1997 and 1996, respectively. The
remaining $0.1 billion of medium-term notes represents an unsecured
obligation having a fixed interest rate of 6.5% with interest payable
semi-annually and a term of seven years payable in full in the year 2000.
Other liabilities under management and mortgage programs are principally
comprised of unsecured debt, all of which matures during 1998, and includes
borrowings under short-term lines of credit and other bank facilities. The
weighted average interest rate on unsecured debt was 6.7% and 5.8% at
December 31, 1997 and 1996, respectively.
Interest expense is incurred on indebtedness, which is used to finance
fleet leasing, relocation, and mortgage servicing activities. Interest
incurred on borrowings used to finance fleet leasing activities was $177.0
million, $161.8 million and $159.7 million for the years ended December 31,
1997 and 1996 and January 31, 1996, respectively, and is included net
within fleet leasing revenue in the Consolidated Statements of Operations.
Interest related to equity advances on homes was $32.0 million, $35.0
million and $26.0 million for the years ended December 31, 1997 and 1996
and January 31, 1996, respectively. Interest related to mortgage servicing
activities were $77.6 million, $63.4 million and $49.9 million for the
years ended December 31, 1997 and 1996 and January 31, 1996, respectively.
Interest expenses incurred on borrowings used to finance both equity
advances on homes and mortgage servicing activities are recorded net within
service fee revenue in the Consolidated Statements of Operations. Total
interest payments were $290.7 million, $262.0 million and $261.1 million
for the years ended December 31, 1997, 1996 and January 31, 1996.
The Company maintains a $2.5 billion syndicated unsecured credit facility
backed by a consortium of domestic and foreign banks. The facility is
comprised of $1.25 billion of credit lines maturing in 364 days and $1.25
billion maturing in five years. Under this facility and prior facilities,
the Company is obligated to pay annual commitment fees, which were $1.7
million, $2.4 million and $2.3 million for the years ended December 31,
1997,1996 and January 31, 1996, respectively. The Company had other unused
lines of credit of $180.7 and $301.5 million at December 31, 1997 and 1996,
respectively, with various banks.
Although the period of service for a vehicle is at the lessee's option, and
the period a home is held for resale varies, management estimates, by using
historical information, the rate at which vehicles will be disposed and the
rate at which homes will be resold.
Projections of estimated liquidations of assets under management and
mortgage programs and the related estimated repayments of liabilities under
management and mortgage programs as of December 31, 1997, are set forth as
follows ($000's):
Assets under Management Liabilities Under Management
Years and Mortgage Programs and Mortgage Programs (1)
----- --------------------- --------------------------
1998 $ 3,321,381 $ 2,746,592
1999 1,855,212 1,702,595
2000 838,564 766,357
2001 272,835 245,761
2002 92,901 84,357
2003-2007 62,830 56,938
------------- -------------
$ 6,443,723 $ 5,602,600
============= =============
--------------
(1) The projected repayments of liabilities under management and mortgage
programs are different than required by contractual maturities.
12. Fair Value of Financial Instruments and Servicing Rights
The following methods and assumptions were used by the Company in
estimating fair value disclosures for material financial instruments. The
fair values of the financial instruments presented may not be indicative of
their future values.
Mortgage loans held for sale: Fair value is estimated using the quoted
market prices for securities backed by similar types of loans and current
dealer commitments to purchase loans. These loans are priced to be sold
with servicing rights retained. Gains (losses) on mortgage-related
positions used to reduce the risk of adverse price fluctuations for both
mortgage loans held for sale and anticipated mortgage loan closings arising
from commitments issued are included in the carrying amount of mortgage
loans held for sale.
Mortgage servicing rights: Fair value is estimated based on market
quotes and discounted cash flow analyses based on current market
information including market prepayment rates consensus. Such market
information is subject to change as a result of changing economic
conditions.
Debt: The fair value of the Company's Medium-term notes is estimated based
on quoted market prices.
Interest rate swaps, foreign exchange contracts, forward delivery
commitments, futures contracts and options: The fair value of interest rate
swaps, foreign exchange contracts, forward delivery commitments, futures
contracts and options is estimated, using dealer quotes, as the amount that
the Company would receive or pay to execute a new agreement with terms
identical to those remaining on the current agreement, considering interest
rates at the reporting date.
The carrying amounts and fair values of the Company's financial instruments
at December 31, are as follows ($000's):
<TABLE>
<CAPTION>
1997 1996
---------------------------------------- ------------------------------------
Estimated Estimated
Notional Carrying Fair Notional Carrying Fair
Amount Amount Value Amount Amount Value
----------- ----------- ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Other assets:
Investment in mortgage related
securities under management
and mortgage programs $ - $ 48,020 $ 48,020 $ - $ - $ -
Assets under management and
mortgage programs:
Relocation receivables - 775,284 775,284 - 773,326 773,326
Mortgage loans held for sale - 1,636,341 1,668,140 - 1,248,299 1,248,299
Mortgage servicing rights - 373,049 394,572 - 288,943 324,135
Liabilities under management
and mortgage programs:
Debt - 5,602,600 5,604,237 - 5,089,943 5,089,943
Off balance sheet:
Interest rate swaps 2,550,143 - - 1,670,155 - -
In a gain position - - 5,550 - - 2,457
In a loss position - - (3,865) - - (10,704)
Foreign exchange forwards 415,453 - 2,533 329,088 - 10,010
Mortgage-related positions:(a)
Forward delivery
commitments 2,582,500 19,437 (16,184) 1,703,495 11,425 7,448
Option contracts to sell 290,000 539 - 265,000 952 746
Option contracts to buy 705,000 1,094 4,355 350,000 1,346 (463)
Treasury options used to hedge
servicing rights 331,500 4,830 4,830 313,900 1,327 278
Constant maturity
treasury floors 825,000 12,530 17,100 - - -
Interest rate swaps 175,000 1,250 1,250 - - -
---------
</TABLE>
(a) Gains (losses) on mortgage-related positions are included in the
determination of market value of mortgage loans held for sale.
<PAGE>
13. Commitments and Contingencies
Leases: The Company has noncancelable operating leases covering various
equipment and facilities. Rental expense for the years ended December 31,
1997 and 1996 and January 31, 1996 approximated $22.5 million, $24.6
million and $24.3 million, respectively.
Future minimum lease payments required under non-cancelable operating
leases as of December 31, 1997 are as follows ($000's):
1998 $ 22,141
1999 22,072
2000 20,207
2001 13,463
2002 11,417
Thereafter 34,219
-----------
Total minimum lease payments $ 123,519
===========
Contingent liabilities: The Company and its subsidiaries are involved in
pending litigation in the usual course of business. In the opinion of
management, such litigation will not have a material effect on the
Company's consolidated financial position, results of operations or cash
flows.
14. Income Taxes
The income tax provision consists of ($000's):
<TABLE>
<CAPTION>
For the Years Ended
----------------------------------
December 31, January 31,
1997 1996 1996
-------- -------- -----------
<S> <C> <C> <C>
Current
Federal ............................................................ $ 22,762 $ 10,527 $ (5,354)
State .............................................................. 6,097 3,497 7,611
Foreign ............................................................ 14,338 8,806 7,138
-------- -------- --------
43,197 22,830 9,395
-------- -------- --------
Deferred
Federal ............................................................ 5,697 42,888 43,900
State .............................................................. (814) 5,300 700
Foreign ............................................................ (1,575) 800 1,000
-------- -------- --------
3,308 48,988 45,600
-------- -------- --------
Provision for income taxes ............................................. $ 46,505 $ 71,818 $ 54,995
======== ======== ========
</TABLE>
<PAGE>
Net deferred income tax assets and liabilities are comprised of the
following ($000's):
<TABLE>
<CAPTION>
December 31,
1997 1996
------------- -------------
<S> <C> <C>
Merger-related costs $ 12,817 $ -
Current net deferred tax asset (accrued liabilities and
deferred income) 48,530 44,748
------------- -------------
$ 61,347 $ 44,748
============= =============
Management and mortgage programs:
Depreciation $ (233,080) $ (245,146)
Unamortized mortgage servicing rights (74,586) (51,239)
Accrued liabilities and deferred income 9,476 1,359
Alternative minimum tax and net operating loss carryforwards 2,483 13,078
------------- ------------
Net deferred tax liabilities under management
and mortgage programs $ (295,707) $ (281,948)
============== =============
</TABLE>
The Company has $2.5 million of alternative minimum tax carryforwards at
December 31, 1997, which may be carried forward indefinitely.
The Company paid income taxes of $16.1 million, $2.5 million and $6.3
million for the years ended December 31,
1997,1996 and January 31, 1996, respectively.
The Company's effective income tax rate differs from the statutory federal
rate as follows:
<TABLE>
<CAPTION>
For the Years Ended
-----------------------------------------
December 31, January 31,
1997 1996 1996
----------- ----------- -----------
<S> <C> <C> <C>
Federal statutory rate (35.0%) 35.0% 35.0%
Merger-related costs 2,994.1% - -
State income taxes net of federal benefit 19.6% 3.9% 4.1%
Amortization of non-deductible goodwill 3.6% .5% 0.9%
Foreign tax in excess of domestic rate (5.3%) 1.0% 0.9%
Other 7.9% 0.3% 0.4%
----------- ----------- ---------
Effective tax rate 2,984.9% 40.7% 41.3%
=========== ========== ==========
</TABLE>
15. Employee Benefit Plans
Under provisions of the Company's employee investment plan, a qualified
retirement plan, eligible employees may generally have up to 10% of their
base salaries withheld and placed with an independent custodian and elect
to invest in common stock of Cendant, an index equity fund, a growth equity
fund, an international equity fund, a fixed income fund, an asset
allocation fund, and/or a money market fund. The Company's contributions
vest proportionately in accordance with an employee's years of vesting
service, with an employee being 100% vested after three years of vesting
service. The Company matches employee contributions to 3% of their base
salaries, with up to an additional 3% match available at the time of
deferral. The Company's additional matches of employee contributions
greater than 3% up to 6%, were 50% in 1997, 75% in 1996 and 50% in 1995.
The additional match is allocated into the investment elections noted above
based on the same percentage as the respective employees' base salary
withholdings. The Company's expenses for contributions were $5.1 million,
$4.7 million and $4.4 million for the years ended December 31, 1997, 1996
and January 31, 1996, respectively.
Pension and supplemental retirement plans
The Company has a non-contributory defined benefit pension plan covering
substantially all domestic employees of the Company and its subsidiaries.
The Company's foreign subsidiary located in the United Kingdom has a
contributory defined benefit pension plan, with participation at the
employee's option. Under both the domestic and foreign plans, benefits are
based on an employee's years of credited service and a percentage of final
average compensation. The Company's policy for both plans is to contribute
amounts sufficient to meet the minimum requirements plus other amounts as
the Company deems appropriate from time to time. The Company also sponsors
two unfunded supplemental retirement plans to provide certain key
executives with benefits in excess of limits under the federal tax law and
to include annual incentive payments in benefit calculations.
Net costs included the following ($000's):
<TABLE>
<CAPTION>
For the Years Ended
--------------------------------------------
December 31, January 31,
1997 1996 1996
---------- ----------- ---------
<S> <C> <C> <C>
Service cost $ 5,851 $ 5,594 $ 4,927
Interest cost 8,678 8,268 7,391
Actual return on assets (8,474) (10,313) (9,019)
Net amortization and deferral 141 3,905 3,712
----------- ----------- ----------
Net cost $ 6,196 $ 7,454 $ 7,011
=========== =========== ==========
</TABLE>
A summary of the plans' status and the Company's recorded liability
recognized in the Consolidated Balance Sheets is as follows ($000's):
<TABLE>
<CAPTION>
Funded plans December 31,
1997 1996
----------- ---------
<S> <C> <C>
Accumulated benefit obligation:
Vested $ 77,182 $ 69,743
Unvested 8,061 7,058
----------- ---------
Total accumulated benefit obligation $ 85,243 $ 76,801
=========== =========
Projected benefit obligation $ 108,139 $ 97,145
Funded assets, at fair value (primarily common stock and bond
mutual funds) (102,731) (88,416)
Unrecognized net (gain) loss from past experience different from that
assumed and effects of changes in assumptions 1,445 (4,544)
Unrecognized prior service cost 508 (761)
Unrecognized net obligation (300) (356)
----------- ---------
Recorded liability $ 7,061 $ 3,068
=========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
December 31,
1997 1996
----------- ---------
<S> <C> <C>
Unfunded plans Accumulated benefit obligation:
Vested $ 1,657 $ 13,031
Unvested 12 601
------------ ---------
Total accumulated benefit obligation $ 1,669 $ 13,632
============ =========
Projected benefit obligation $ 1,982 $ 17,977
Unrecognized net loss from past experience different from that
assumed and effects of changes in assumptions (25) (3,087)
Unrecognized prior service cost (175) (2,641)
Unrecognized net obligation -- (1,237)
Minimum liability adjustment -- 2,620
----------- ---------
Recorded liability $ 1,782 $ 13,632
=========== =========
</TABLE>
Significant percentage assumptions used in determining the cost and
related obligations under the domestic pension and unfunded supplemental
retirement plans are as follows:
<TABLE>
<CAPTION>
For the Years Ended
--------------------------------------------
December 31, January 31,
1997 1996 1996
--------- ----------- ----------
<S> <C> <C> <C>
Discount rate 8.00% 8.00% 8.00%
Rate of increase in compensation 5.00% 5.00% 5.00%
Long-term rate of return on assets 10.00% 10.00% 9.50%
</TABLE>
In connection with the HFS Merger and the resulting change in control of
the Company's supplemental retirement plans, the Company recognized a
loss of $20.2 million, which reflects a curtailment of the plans and the
related contractual termination of benefits, and settlement of certain
plan obligations. The loss was recorded as a component of the HFS Merger
Charge for the year ended December 31, 1997.
Postretirement benefits other than pensions
The Company provides health care and life insurance benefits for certain
retired employees up to the age of 65. A summary of the plan's status and
the Company's recorded liability recognized in the Consolidated Balance
Sheets was as follows ($000's):
<TABLE>
<CAPTION>
December 31,
1997 1996
----------- -----------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Active employees $ 5,829 $ 5,811
Current retirees 2,214 1,670
------------ ------------
Total accumulated postretirement benefit obligation 8,043 7,481
Unrecognized transition obligations (4,506) (4,799)
Unrecognized net gain 2,441 1,832
---------- ------------
Recorded liability $ 5,978 $ 4,514
========== ============
</TABLE>
<PAGE>
Net periodic postretirement benefit costs included the following
components ($000's):
<TABLE>
<CAPTION>
For the Years Ended
----------------------------------------------
December 31, January 31,
1997 1996 1996
----------- ----------- -----------
<S> <C> <C> <C>
Service cost $ 857 $ 830 $ 755
Interest cost 582 526 519
Net amortization and deferral 173 199 237
----------- ----------- ----------
Net cost $ 1,612 $ 1,555 $ 1,511
=========== =========== ==========
</TABLE>
Significant percentage assumptions used in determining the cost and
obligations under the postretirement benefit plan are as follows:
<TABLE>
<CAPTION>
For the Years Ended
-----------------------------------------
December 31, January 31,
1997 1996 1996
-------- --------- -----------
<S> <C> <C> <C>
Discount rate 8.00% 8.00% 8.00%
Health care costs trend rate for subsequent year 8.00% 10.00% 10.00%
</TABLE>
The health care cost trend rate is assumed to decrease gradually through
the year 2004 when the ultimate trend rate of 4.75% is reached. At December
31, 1997, a one-percentage-point increase in the assumed health care cost
trend rate for each future year would increase the annual service interest
cost by approximately $149,000 and the accumulated postretirement benefit
obligations by approximately $564,000.
16. Derivative Financial Instruments
The Company uses derivative financial instruments as part of its overall
strategy to manage its exposure to market risks associated with
fluctuations in interest rates, foreign currency exchange rates, prices of
mortgage loans held for sale and anticipated mortgage loan closings arising
from commitments issued. The Company performs analyses on an on-going basis
to determine that a high correlation exists between the characteristics of
derivative instruments and the assets or transactions being hedged. As a
matter of policy, the Company does not engage in derivatives activities for
trading or speculative purposes. The Company is exposed to credit-related
losses in the event of non-performance by counterparties to certain
derivative financial instruments. The Company manages such risk by
periodically evaluating the financial position of counterparties and
spreading its positions among multiple counterparties. The Company
presently does not expect non-performance by any of the counterparties.
Interest rate swaps: If the interest characteristics of the funding
mechanism that the Company uses does not match the interest characteristics
of the assets being funded, the Company enters into interest rate swap
agreements to offset the interest rate risk associated with such funding.
The swap agreements correlate the terms of the assets to the maturity and
rollover of the debt by effectively matching a fixed or floating interest
rate with the stipulated revenue stream generated from the portfolio of
assets being funded. Amounts to be paid or received under interest rate
swap agreements are accrued as interest rates change and are recognized
over the life of the swap agreements as an adjustment to interest expense.
For the years ended December 31, 1997 and 1996, the Company's hedging
activities increased interest expense $4.0 million and $4.1 million,
respectively, and had no effect on its weighted average borrowing rate. The
fair value of the swap agreements is not recognized in the consolidated
financial statements since they are accounted for as hedges.
<PAGE>
The following table summarizes the maturity and weighted average rates of
the Company's interest rate swaps employed at December 31, 1997 ($000's):
<TABLE>
<CAPTION>
Maturities
----------------------------------------------------------------------------------
Total 1998 1999 2000 2001 2002 2003
--------- ---------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
United States
Commercial Paper:
Pay fixed/receive floating:
Notional value $355,753 $ 184,276 $ 110,146 $ 40,631 $ 11,825 $ 3,375 $ 5,500
Weighted average receive rate 5.68% 5.68% 5.68% 5.68% 5.68% 5.68%
Weighted average pay rate 6.25% 6.29% 6.19% 6.28% 6.40% 6.61%
Medium-Term Notes:
Pay floating/receive fixed:
Notional value 586,000 500,000 86,000
Weighted average receive rate 6.12% 6.71%
Weighted average pay rate 5.89% 5.89%
Pay floating/receive floating:
Notional value 965,000 965,000
Weighted average receive rate 5.76%
Weighted average pay rate 5.70%
Canada
Commercial Paper:
Pay fixed/receive floating:
Notional value 54,814 29,574 18,388 5,943 909
Weighted average receive rate 4.53% 4.53% 4.53% 4.53%
Weighted average pay rate 5.36% 5.12% 4.89% 4.93%
Pay floating/receive floating:
Notional value 59,746 31,178 16,709 6,498 5,060 301
Weighted average receive rate 5.88% 5.88% 5.88% 5.88% 5.88%
Weighted average pay rate 4.91% 4.91% 4.91% 4.91% 4.91%
Pay floating/receive fixed:
Notional value 28,273 28,273
Weighted average receive rate 3.68%
Weighted average pay rate 4.53%
UK
Commercial Paper:
Pay floating/receive fixed:
Notional value 491,496 174,644 167,546 113,898 35,408
Weighted average receive rate 7.22% 7.15% 7.24% 7.28%
Weighted average pay rate 7.69% 7.69% 7.69% 7.69%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Maturities
----------------------------------------------------------------------------------
Total 1998 1999 2000 2001 2002 2003
--------- ---------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Germany
Commercial Paper:
Pay fixed/receive fixed:
Notional value 9,061 2,548 (5,663) 3,115 9,061
Weighted average receive rate 3.76% 3.76% 3.76% 3.76%
Weighted average pay rate 5.34% 5.34% 5.34% 5.34%
---------- ---------- --------- ------- ------- ---------- --------
Total $2,550,143 $1,915,493 $ 307,126 $ 256,085 $ 62,263 $ 3,676 $ 5,500
========== ========== ========= ========= ========= ========== ========
</TABLE>
Foreign exchange contracts: In order to manage its exposure to fluctuations
in foreign currency exchange rates on a selective basis, the Company enters
into foreign exchange contracts. Such contracts are utilized as hedges of
intercompany loans. Market value gains and losses on the Company's foreign
currency transaction hedges related to intercompany loans are deferred and
recognized upon maturity of the loan. Such contracts effectively offset the
currency risk applicable to approximately $409.8 million and $329.1 million
of obligations at December 31, 1997 and 1996, respectively.
Other financial instruments: With respect to both mortgage loans held for
sale and anticipated mortgage loan closings arising from commitments
issued, the Company is exposed to the risk of adverse price fluctuations.
The Company uses forward delivery contracts, financial futures and option
contracts to reduce such risk. Market value gains and losses on such
positions used as hedges are deferred and considered in the valuation of
cost or market value of mortgage loans held for sale.
The value of the Company's mortgage servicing rights is sensitive to
changes in interest rates. The Company has developed and implemented a
hedge program to manage the associated financial risks of loan prepayments.
The Company has acquired certain derivative financial instruments,
primarily interest rate floors, futures and options to administer its hedge
program. Premiums paid or received on the acquired derivative instruments
are capitalized and amortize over the life of the contract. Gains and
losses associated with the hedge instruments are deferred and recorded as
adjustments to the basis of the mortgage servicing rights. In the event the
performance of the hedge instruments do not meet the requirements of the
hedge program, changes in fair value of the hedge instruments will be
reflected in the income statement in the current period. Deferrals under
the hedge programs are allocated to each applicable stratum of mortgage
servicing rights based upon its original designation and included in the
impairment measurement.
17. Industry Segment Information
The Company's operations are classified into two industry segments: fleet
management and real estate. See Note 1 for a description of the Company's
industry segments and the underlying businesses comprising such segments.
<PAGE>
<TABLE>
<CAPTION>
Operations by segment ($000's):
Year Ended December 31, 1997
Fleet Real
Management Estate Other Consolidated
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Net revenues $ 271,922 $ 581,756 $ - $ 853,678
Operating income (loss)(1) 19,379 115,360 (136,297) (1,558)
Identifiable assets 3,996,467 3,309,203 160,423
7,466,093
Depreciation and amortization 12,516 12,067 - 24,583
Capital expenditures 16,781 39,189 2,943 58,913
</TABLE>
-------------------
(1) Operating income (loss) includes merger-related charges associated with
business combinations of $75.5 million, $50.4 million and $152.3
million applicable to the fleet management, real estate and other
segment (corporate expenses).
<TABLE>
<CAPTION>
Year Ended December 31, 1996
Fleet Real
Management Estate Consolidated
------------- ----------- -------------
<S> <C> <C> <C>
Net revenues $ 255,866 $ 469,793 $ 725,659
Operating income 76,260 100,028 176,288
Identifiable assets 3,868,472 2,828,783 6,697,255
Depreciation and amortization 13,214 15,363 28,577
Capital expenditures 9,999 15,385 25,384
Year Ended January 31, 1996
Fleet Real
Management Estate Consolidated
------------- ---------- -------------
Net revenues $ 258,877 $ 351,958 $ 610,835
Operating income 56,918 76,197 133,115
Identifiable assets 3,649,654 2,125,973 5,775,627
Depreciation and amortization 18,837 13,484 32,321
Capital expenditures 9,872 11,159 21,031
</TABLE>
The Company's operations outside of North America principally include fleet
management and corporate relocation business operations in Europe. Geographic
operations of the Company are as follows ($000's):
<TABLE>
<CAPTION>
North
Year Ended December 31, 1997 America Europe Consolidated
---------------------------- ------------- ----------- -------------
<S> <C> <C> <C>
Net revenues $ 740,114 $ 113,564 $ 853,678
Operating income (loss) (35,746) 34,188 (1,558)
Identifiable assets 6,597,763 868,330 7,466,093
Year Ended December 31, 1996
Net revenues 658,327 67,332 725,659
Operating income 154,103 22,185 176,288
Identifiable assets 5,977,267 719,988 6,697,255
Year Ended January 31, 1996
Net revenues 548,855 61,980 610,835
Operating income 119,277 13,838 133,115
Identifiable assets 5,178,710 596,917 5,775,627
</TABLE>
<PAGE>
18. Adjustments
As a result of the HFS Merger, certain reclassifications have been made to
the historical financial statements of the Company. Additionally, the historical
financial statements of the Company have been restated to give effect to the
merger of HFS's relocation business with that of the Company:
The effect of such reclassifications and restatement (collectively the
"Adjustments") were as follows ($000's):
Year ended January 31, 1996
-------------------------------------------
As previously As
Reported Adjustments Adjusted
------------- ------------ ------------
Net revenues ..................... $ 1,815,120 $(1,204,285) $ 610,835
Total expenses ................... 1,682,005 (1,204,285) 477,720
Provision for income taxes ....... 54,995 -- 54,995
----------- ----------- -----------
Net income ....................... $ 78,120 $ -- $ 78,120
=========== =========== ===========
Year ended December 31, 1996
-------------------------------------------
As previously As
Reported Adjustments Adjusted
------------- ------------ ------------
Net revenues ..................... $ 1,938,537 $(1,212,878) $ 725,659
Total expenses ................... 1,790,317 (1,240,946) 549,371
Provision for income taxes ....... 60,575 11,243 71,818
----------- ----------- -----------
Net income ....................... $ 87,645 $ 16,825 $ 104,470
=========== =========== ===========
<TABLE>
<CAPTION>
As of December 31, 1996
-----------------------------------------------------
As previously As
Reported Adjustments Adjusted
------------- ------------- -------------
<S> <C> <C> <C>
Total assets exclusive of assets under programs $ 971,074 $ (3,053) $ 968,021
Assets under management and mortgage programs 5,603,572 125,662 5,729,234
------------- ------------ -------------
TOTAL ASSETS $ 6,574,646 $ 122,610 $ 6,697,255
============= ============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Total liabilities exclusive of
liabilities under programs $ 1,999,790 $ (1,366,156) $ 633,634
Liabilities under management and mortgage programs:
Debt 3,904,296 1,185,647 5,089,943
Deferred income taxes - 281,948 281,948
Shareholders' equity 670,560 21,170 691,730
------------- ------------ -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 6,574,646 $ 122,609 $ 6,697,255
============= ============= =============
</TABLE>
***
EXHIBIT 3-2
PHH Corporation By-Laws
(As Amended and Restated through October 15, 1990)
Article I. StockholdersSection 1.01. Annual Meeting. The Corporation shall hold
an annual meeting of its stockholders to elect directors and transact any other
business within its powers, either at 10:00 a.m. on the third Monday of August
in each year if not a legal holiday, or at such other time on such other day
falling on or before the 30th day thereafter as shall be set by the Board of
Directors. Except as the Charter or statute provides otherwise, any business may
be considered at an annual meeting without the purpose of the meeting having
been specified in the notice. Failure to hold an annual meeting does not
invalidate the Corporation's existence or affect any otherwise valid corporate
acts.
Section 1.02. Special Meeting. At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by the Chairman of
the Board or the President or by a majority of the Board of Directors by vote at
a meeting or in writing (addressed to the Secretary of the Corporation) with or
without a meeting. Special meetings of the stockholders shall be called as may
be required by law.
Section 1.03. Place of Meetings. Meetings of stockholders shall be held at such
place in the United States as is set from time to time by the Board of
Directors.
Section 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor more
than 90 days before each stockholders' meeting, the Secretary shall give written
notice of the meeting to each stockholder entitled to vote at the meeting and
each other stockholder entitled to notice of the meeting. The notice shall state
the time and place of the meeting and, if the meeting is a special meeting or
notice of the purpose is required by statute, the purpose of the meeting. Notice
is given to a stockholder when it is personally delivered to him, left at his
residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. Notwithstanding the foregoing
provisions, each person who is entitled to notice waives notice if he before or
after the meeting signs a waiver of the notice which is filed with the records
of stockholders' meetings, or is present at the meeting in person or by proxy.
Section 1.05. Quorum: Voting. Unless statute or the Charter provides otherwise,
at a meeting of stockholders the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting
constitutes a quorum, and a majority of all the votes cast at a meeting at which
a quorum is present is sufficient to approve any matter which properly comes
before the meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a director.
Section 1.06. Adjournments. Whether or not a quorum is present, a meeting of
stockholders convened on the date for which it was called may be adjourned from
time to time without further notice by a majority vote of the stockholders
present in person or by proxy to a date not more than 120 days after the
original record date. Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present.
Section 1.07. General Right to Vote; Proxies. Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights,
each outstanding share of stock, regardless of class, is entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. In all elections
for directors, each share of stock may be voted for as many individuals as there
are directors to be elected and for whose election the share is entitled to be
voted. A stockholder may vote the stock he owns of record either in person or by
written proxy signed by the stockholder or by his duly authorized attorney in
fact. Unless a proxy provides otherwise, it is not valid more than 11 months
after its date.
Section 1.08. List of Stockholders. At each meeting of stockholders, a full,
true and complete list of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and certified by the
transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.
Section 1.09. Conduct of Business and Voting. At all meetings of stockholders,
unless the voting is conducted by inspectors, the proxies and ballots shall be
received, and all questions touching the qualification of voters and the
validity of proxies, the acceptance or rejection of votes and procedures for the
conduct of business not otherwise specified by these By-Laws, the Charter or
law, shall be decided or determined by the chairman of the meeting. If demanded
by stockholders, present in person or by proxy, entitled to cast 10% in number
of votes entitled to be cast or if ordered by the chairman, the vote upon any
election or question shall be taken by ballot and, upon like demand or order,
the voting shall be conducted by two inspectors, in which event the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided, by such inspectors. Unless so demanded or ordered, no vote
need be by ballot and voting need not be conducted by inspectors. The
stockholders at any meeting may choose an inspector or inspectors to act at such
meeting, and in default of such election the chairman of the meeting may appoint
an inspector or inspectors. No candidate for election as a director at a meeting
shall serve as an inspector thereat.
Article II. Board of Directors
Section 2.01. Function of Directors. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. All powers of
the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or By-Laws.
Section 2.02. Number of Directors. The Corporation shall at all times have at
least three directors and shall have 13 directors until changed as provided
herein. The Corporation shall have the number of directors provided in the
Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
15 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director.
Section 2.03. Election and Tenure of Directors; Classes. At each annual meeting,
the stockholders shall elect directors to hold office until the next annual
meeting and until their successors are elected and qualify. The directors shall
be divided into three classes: Group A, Group B and Group C. Each class shall
consist as nearly as may be possible, of one-third of the total number of
directors. The members of each successive class shall be elected to three year
terms at each successive annual meeting of stockholders by holders of stock
present in person or by proxy at such meeting and entitled to vote thereat. If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional director of any class
shall, subject to Section 2.05, hold office for a term that shall coincide with
the remaining term of that class, but in no case shall a decrease in the number
of directors shorten the term of any incumbent director. As provided in Section
2.04, a director may be removed from office for cause only and subject to such
removal, prior deaths resignation, retirement or disqualification shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and qualify.
Section 2.04. Removal of Director. Unless statute or the Charter provides
otherwise, the stockholders may remove any director, but only with cause, by the
affirmative vote of a majority of all the votes entitled to be cast for the
election of directors.
Section 2.05. Vacancy on Board. The stockholders may elect a successor to fill a
vacancy on the Board of Directors which results from the removal of a director.
A director elected by the stockholders to fill a vacancy which results from the
removal of a director serves for the balance of the term of the removed
director. A majority of the remaining directors, whether or not sufficient to
constitute a quorum, may fill a vacancy on the Board of Directors which results
from any cause except an increase in the number of directors and a majority of
the entire Board of Directors may fill a vacancy which results from an increase
in the number of directors. A director elected by the Board of Directors to fill
a vacancy serves until the next annual meeting of stockholders and until his
successor is elected and qualifies.
Section 2.06. Regular Meetings. After each annual meeting of stockholders at
which directors shall have been elected, the Board of Directors shall meet as
soon as practicable for the purpose of organization and the transaction of other
business. In the event that no other time and place are specified by resolution
of the Board, the President or the Chairman, with notice in accordance with
Section 2.08, the Board of Directors shall meet immediately following the close
of, and at the place of, such stockholders meeting. Any other regular meeting of
the Board of Directors shall be held on such date and at any place as may be
designated from time to time by the Board of Directors.
Section 2.07. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting, or in writing with or
without a meeting. A special meeting of the Board of Directors shall be held on
such date and at any place as may be designated from time to time by the Board
of Directors. In the absence of designation such meeting shall be held at such
place as may be designated in the call.
Section 2.08. Notice of Meeting. Except as provided in Section 2.06, the
Secretary shall give notice to each director of each regular and special meeting
of the Board of Directors. The notice shall state the time and place of the
meeting. Notice is given to a director when it is delivered personally to him,
left at his residence or usual place of business, or sent by telegraph,
facsimile transmission or telephone, at least 24 hours before the time of the
meeting or, in the alternative by mail to his address as it shall appear on the
records of the Corporation, at least 72 hours before the time of the meeting.
Unless the By-Laws or a resolution of the Board of Directors provides otherwise,
the notice need not state the business to be transacted at or the purposes of
any regular or special meeting of the Board of Directors. No notice of any
meeting of the Board of Directors need be given to any director who attends, or
to any director who, in writing executed and filed with the records of the
meeting either before or after the holding thereof, waives such notice. Any
meeting of the Board of Directors, regular or special, may adjourn from time to
time to reconvene at the same or some other place, and no notice need be given
of any such adjourned meeting other than by announcement.
Section 2.09. Action by Directors. Unless statute or the Charter or By-Laws
requires a greater proportion, the action of a majority of the directors present
at a meeting at which a quorum is present is action of the Board of Directors. A
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum, the directors present by
majority vote and without notice other than by announcement may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified. Any action
required or permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting, if an unanimous written consent which sets forth the
action is signed by each member of the Board and filed with the minutes of
proceedings of the Board.
Section 2.10. Meeting by Conference Telephone. Members of the Board of Directors
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in Person at a meeting.
Section 2.11. Compensation. By resolution of the Board of Directors a fixed sum
and expenses, if any, for attendance at each regular or special meeting of the
Board of Directors or of committees thereof, and other compensation for their
services as such or on committees of the Board of Directors, may be paid to
directors. Directors who are full time employees of the Corporation need not be
paid for attendance at meetings of the board or committees thereof for which
fees are paid to other directors. A director who serves the Corporation in any
other capacity also may receive compensation for such other services, pursuant
to a resolution of the directors.
Article III. Committees
Section 3.01. Committees. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of two or more
directors and delegate to these committees any of the powers of the Board of
Directors, except the power to declare dividends or other distributions on
stock, elect directors, issue stock other than as provided in the next sentence,
recommend to the stockholders any action which requires stockholder approval,
amend the By-Laws, or approve any merger or share exchange which does not
require stockholder approval. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
Section 3.02. Committee Procedures. Each committee may fix rules of procedure
for its business. A majority of the members of a committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent member. Any action required or permitted to be taken at a meeting of a
committee may be taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the committee and filed with
the minutes of the committee. The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the provisions of Section
2.10.
Section 3.03. Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Corporation by its directors and officers as contemplated by the Charter and
the By-Laws, any two or more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Corporation in accordance with the
provisions of Section 3.01. In the event of the unavailability, at such time, of
a minimum of two members of the then incumbent Executive Committee, the
available directors shall elect an Executive Committee consisting of any two
members of the Board of Directors, whether or not they be officers of the
Corporation, which two members shall constitute the Executive Committee for the
full conduct and management of the affairs of the Corporation in accordance with
the aforegoing provisions of this Section. This Section shall be subject to
implementation by resolution of the Board of Directors passed from time to time
for that purpose, and any provisions of the By-Laws (other than this Section)
and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
that it shall be to the advantage of the Corporation to resume the conduct and
management of its affairs and business under all the other provisions of the
By-Laws.
Article IV. Officers
Section 4.01. Executive and Other Officers. The Corporation shall have a
President, a Secretary, and a Treasurer. It may also have a Chairman of the
Board. The Board of Directors shall designate who shall serve as chief executive
officer, who shall have general supervision of the business and affairs of the
Corporation, and may designate a chief operating officer, who shall have
supervision of the operations of the Corporation. In the absence of any
designation the Chairman of the Board, if there be one, shall serve as the chief
executive officer and the President shall serve as chief operating officer. In
the absence of the Chairman of the Board, or if there be none, the President
shall be the chief executive officer. The same person may hold both offices. The
Corporation may also have one or more Vice Presidents, assistant officers, and
subordinate officers as may be established by the Board of Directors. A person
may hold more than one office in the Corporation except that no person may serve
concurrently as both President and Vice President of the Corporation. The
Chairman of the Board shall be a director. Other officers may be directors.
Section 4.02. Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present. Unless otherwise specified by the
Board of Directors, he shall be the chief executive officer of the Corporation
and perform the duties customarily performed by chief executive officers, and
may perform any duties of the President. In general, he shall perform all such
duties as are from time to time assigned to him by the Board of Directors.
Section 4.03. President. Unless otherwise provided by resolution of the Board of
Directors, the President, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present. Unless otherwise specified by the Board of Directors,
the President shall be the chief operating officer of the Corporation and
perform the duties customarily performed by chief operating officers. He may
sign and execute, in the name of the Corporation, all authorized deeds,
mortgages, bonds, contracts or other instruments, except in cases in which the
signing and execution thereof shall have been expressly delegated to some other
officer or agent of the Corporation. In general, he shall perform such other
duties as are from time to time assigned to him by the Board of Directors or the
chief executive officer of the Corporation.
Section 4.04. Vice Presidents. The Vice President or Vice Presidents, at the
request of the chief executive officer or the President, or in the President's
absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the
President. If there be more than one Vice President, the Board of Directors may
determine which one or more of the Vice Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made
by the Board of Directors, the chief executive officer, or the President may
make such determination; otherwise any of the Vice Presidents may perform any of
such duties or exercise any of such functions. The Vice President or Vice
Presidents shall have such other powers and perform such other duties, and have
such additional descriptive designations in their titles (if any) as are from
time to time assigned to them by the Board of Directors, the chief executive
officer, or the President.
Section 4.05. Secretary. The Secretary shall keep the minutes of the meetings of
the stockholders, of the Board of Directors and of any committees, in books
provided for the purpose; he shall see that all notices are duly given in
accordance with the provisions of the By-Laws or as required by law; he shall be
custodian of the records of the Corporation; he may witness any document on
behalf of the Corporation, the execution of which is duly authorized, see that
the corporate seal is affixed where such document is required or desired to be
under its seal, and, when so affixed, may attest the same; and, in general, he
shall perform all duties incident to the office of a secretary of a corporation,
and such other duties as are from time to time assigned to him by the Board of
Directors, the chief executive officer, or the President.
Section 4.06. Treasurer. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall deposit, or cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board of Directors;
he shall render to the President and to the Board of Directors, whenever
requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of a treasurer
of a corporation, and such other duties as are from time to time assigned to him
by the Board of Directors, the chief financial officer, the chief executive
officer or the President.
Section 4.07. Controller. The Controller shall be the chief accounting officer
of the Corporation. He shall have charge of, and be responsible for, all
accounting records and the preparation of reports covering the operating results
and financial condition of the Corporation, and he shall evaluate such reports;
and, in general shall perform all the duties ordinarily incident to the office
of a controller of a corporation, and such other duties as may be assigned him
by the Directors, the chief executive officer, the President or the chief
financial officer.
Section 4.08. Assistant and Subordinate Officers. The assistant and subordinate
officers of the Corporation are all officers below the office of Vice President,
Secretary, or Treasurer. The assistant or subordinate officers shall have such
duties as are from time to time assigned to them by (or by another officer
designated by) the Board of Directors, the chief executive officer, or the
President. In the absence of a contrary direction by the Board of Directors, the
chief executive officer or the President, a person who is designated as an
assistant to a specific officer shall perform the duties assigned by the officer
to whom he is an assistant and, in the absence or inability to act of the
officer to whom he is assistant, shall perform the duties of such officer.
Section 4.09. Election, Tenure and Removal of Officers. The Board of Directors
shall elect the officers. The Board of Directors may from time to time authorize
any committee or officer to appoint assistant and subordinate officers. All
officers shall be appointed to hold their offices, respectively, during the
pleasure of the Board. The Board of Directors (or, as to any assistant or
subordinate officer, the chief executive officer, the President or any other
officer who has the power to assign duties to such assistant or subordinate
officer) may remove an officer at any time. The removal of an officer does not
prejudice any of his contract rights. The Board of Directors (or, as to any
assistant or subordinate officer, the chief executive officer, the President or
any other officer who has the power to assign duties to such assistant or
subordinate officer) may fill a vacancy which occurs in any office for the
unexpired portion of the term.
Section 4.10. Compensation. The Board of Directors shall have power to fix the
salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. It may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of such assistant
and subordinate officers.
Article V. Divisional Titles
Section 5.01. Conferring Divisional Titles. The Board of Directors may from time
to time confer upon any employee of a division of the Corporation the title of
President, Vice President, Treasurer or Controller of such division or any other
title or titles deemed appropriate, or may authorize the Chairman of the Board
or the President to do so. Any such titles so conferred may be discontinued and
withdrawn at any time by the Board of Directors, or by the Chairman of the Board
or the President if so authorized by the Board of Directors. Any employee of a
division designated by such divisional title shall have the powers and duties
with respect to such division as shall be prescribed by the Board of Directors,
the Chairman of the Board or the President.
Section 5.02. Effect of Divisional Titles. The conferring of divisional titles
shall not create an office of the Corporation under Article IV unless
specifically designated as such by the Board of Directors; but any person who is
an officer of the Corporation may also have a divisional title.
Article VI. StockSection 6.01. Certificates for Stock. Each stockholder is
entitled to certificates which represent and certify the shares of stock he
holds in the Corporation. Each stock certificate shall include on its face the
name of the Corporation, the name of the stockholder or other person to whom it
is issued, and the class of stock and number of shares it represents. It shall
be in such form, not inconsistent with law or with the Charter, as shall be
approved by the Board of Directors or any officer or officers designated for
such purpose by resolution of the Board of Directors. Each stock certificate
shall be signed by the Chairman of the Board, the President, or a Vice
President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures. A certificate is valid
and may be issued whether or not an officer who signed it is still an officer
when it is issued.
Section 6.02. Transfers. The Board of Directors shall have power and authority
to make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.
Section 6.03. Record Dates and Closing of Transfer Books. The Board of Directors
may set a record date or direct that the stock transfer books be closed for a
stated period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend, or be allotted other rights. The record
date may not be prior to the close of business on the day the record date is
fixed nor, subject to Section 1.06, more than 90 days before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting.
Section 6.04. Stock Ledger. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal office in the State of Maryland or
the principal executive offices of the Corporation .
Section 6.05. Certification of Beneficial Owners. The Board of Directors may
adopt by resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered in the
name of the stockholder are held for the account of a specified person other
than the stockholder. The resolution shall set forth the class of stockholders
who may certify; the purpose for which the certification may be made; the form
of certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the
time after the record date or closing of the stock transfer books within which
the certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board considers necessary or desirable.
On receipt of a certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the certification
is, for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholders who makes the certification.
Section 6.06. Lost Stock Certificates. The Board of Directors of the Corporation
may determine the conditions for issuing a new stock certificate in place of one
which is alleged to have been lost, stolen or destroyed, or the Board of
Directors may delegate such power to any officer or officers of the Corporation.
In their discretion, the Board of Directors or such officer or officers may
refuse to issue such new certificate save upon the order of some court having
jurisdiction in the premises.
Article VII. Finance
Section 7.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment
of money, notes and other evidences of indebtedness, issued in the name of the
Corporation, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the President, a Vice President or Assistant Vice
President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.
Section 7.02. Annual Statement of Affairs. The Controller shall prepare annually
a full and correct statement of the affairs of the Corporation, to include a
balance sheet and a financial statement of operations for the preceding fiscal
year. The statement of affairs shall be submitted at the annual meeting of the
stockholders and, within 20 days after the meeting, placed on file at the
Corporation's principal office.
Section 7.03. Fiscal Year. The fiscal year of the Corporation shall be the
twelve months period ending April 30 in each year, unless otherwise provided by
the Board of Directors.Section 7.04. Dividends. If declared by the Board of
Directors at any meeting thereof, the Corporation may pay dividends on its
shares in cash, property, or in shares of the capital stock of the Corporation,
unless such dividend is contrary to law or to a restriction contained in the
Charter.
Article VIII. Sundry Provisions
Section 8.01. Books and Records. The Corporation shall keep correct and complete
books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of a Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of the By-Laws
shall be kept at the principal office of the Corporation.
Section 8.02. Corporate Seal. The Board of Directors shall provide a suitable
seal, bearing the name of the Corporation, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any
law, rule, or regulation relating to a corporate seal to place the word "Seal"
adjacent to the signature of the person authorized to sign the document on
behalf of the Corporation.
Section 8.03. Bonds. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.
Section 8.04. Voting Upon Shares in Other Corporations. Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice President, or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.
Section 8.05. Mail. Any notice or other document which is required by those
By-Laws to be mailed shall be deposited in the United States mails, postage
prepaid.Section 8.06. Execution of Documents. A person who holds more than one
office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
Section 8.07. Amendments. Except as hereinafter provided, these By-Laws, or any
of them, or any additional or amended By-Laws, may be altered or repealed and
new By-Laws may be adopted at any regular meeting of the Board of Directors
without notice, or at any special meeting the notice of which shall set forth
the terms of the proposed amendment, by the vote of a majority of the entire
Board. This Section 8.07 relating to amendments may, however, be amended only at
a regular meeting of stockholders without notice, or at a special meeting of
stockholders, the notice of which shall set forth the terms of the proposed
amendment, in either case by the vote of a majority of the votes entitled to be
cast in the aggregate by all stockholders present in person or by proxy at such
meeting.
ARTICLE IX. Indemnification
Section 9.01. General. The Corporation shall indemnify its directors and
officers who are directors as required by the Charter of the Corporation and
shall indemnify its officers who are not directors to the same extent. Such
indemnification shall apply to all proceedings arising after the effective date
of this by-law in connection with (i) any facts and circumstances occurring
after the effective date, or (ii) any facts or circumstances occurring before
the effective date.
Section 9.02. Procedure. Any indemnification, or payment of expenses in advance
of the final disposition of any proceeding, shall be made promptly, and in any
event within sixty (60) days, upon the written request of the director or
officer entitled to seek indemnification (the "Indemnified Party"). The right to
indemnification and advances hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Corporation denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60
days. The Indemnified Party's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any action for advance for expenses that (a) a determination has been
made that the facts then known to those making the determination would preclude
indemnification or (b) the Corporation has not received either (i) an
undertaking as required by law to repay such advances in the event it shall
ultimately be determined that the standard of conduct has not been met, or (ii)
a written affirmation by the Indemnified Party of such Indemnified Party's good
faith belief that the standard of conduct necessary for indemnification by the
Corporation has been met.
Section 9.03. Exclusivity, Etc. The indemnification and advance of expenses
provided by the Charter and these By-Laws shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advance of expenses
may be entitled under any law (common or statutory), or any agreement, vote of
stockholders or disinterested directors or other provision that is consistent
with law, both as to action in his official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for the
Corporation, shall continue in respect of all events occurring while a person
was a director or officer after such person has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the Corporation and each director or officer of the
Corporation who serves or served in such capacity at any time while this by-law
is in effect. Nothing herein shall prevent the amendment of this by-law,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this by-law shall not in any way
diminish any rights to indemnification or advance of expenses of such director
or officer or the obligations of the Corporation arising hereunder with respect
to events occurring, or claims made, while this by-law or any provision hereof
is in force.
Section 9.04. Severability; Definitions. The invalidity or unenforceability of
any provision of this Article IX shall not affect the validity or enforceability
of any other provision hereof. The phrase "this by-law" in this Article IX means
this Article IX in its entirety. The "effective date" referred to in Section
9.01 (the date of original adoption of these provisions) is August 25, 1986.
EXHIBIT 12
PHH Corporation and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(In thousands)
<TABLE>
<CAPTION>
For the Years Ended
----------------------------------------------------------
December 31, January 31,
----------------------------------------------------------
1997 1996 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income (loss) before income taxes .........$ (1,558) $ 176,288 $ 133,115 $ 116,758 $ 106,943
Plus: Fixed charges ....................... 294,294 268,960 253,481 202,659 182,596
--------- --------- --------- --------- ---------
Earnings available to cover
fixed charges ....................... 292,736 445,248 386,596 319,417 289,539
--------- --------- --------- --------- ---------
Fixed charges (1):
Interest including amortization
of deferred loan costs ............ 286,527 260,765 245,641 194,594 173,508
Interest portion of rental payment .. 7,767 8,195 7,840 8,065 9,088
--------- --------- --------- --------- ---------
Total fixed charges ........ .......... $ 294,294 $ 268,960 $ 253,481 $ 202,659 $ 182,596
========= ========= ========= ========= =========
Ratio of earnings to fixed
charges ..................... ........ (*) 1.66x 1.53x 1.58x 1.59x
========= ========= ========= ========= =========
</TABLE>
(1) Fixed charges consist of interest expense on all indebtedness (including
amortization of deferred financing costs) and the portion of operating
lease rental expense that is representative of the interest factor (deemed
to be one-third of operating lease rentals). The substantial portion of
interest expense is incurred on debt, which is used to finance the
Company's fleet leasing, mortgage service and relocation service
activities.
(*) Earnings are inadequate to cover fixed charges (deficiency of $1.6 million)
for the year ended December 31, 1997. Loss before income taxes includes
non-recurring merger-related charges associated with business combinations
in the amount of $262.2 million ($208.8 million after-tax). Excluding the
charges, the ratio of earnings to fixed charges is 1.89x.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-48125,33-63627, 333-27715 and 333-45373 for PHH Corporation on Form S-3 of
our report dated March 27, 1998, appearing in this Annual Report on Form 10-K of
PHH Corporation for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 30, 1998
EXHIT 23.2
The Board of Directors
PHH Corporation:
We consent to the incorporation by reference in Registration Statements Nos.
33-48125, 33-63627, 333-27715 and 333-45373 on Form S-3 of PHH Corporation of
our report dated April 30, 1997, with respect to the consolidated balance sheet
of PHH Corporation and subsidiaries (the "Company") at December 31, 1996 and the
related consolidated statements of income, shareholders' equity, and cash flows
for the years ended December 31, 1996 and January 31, 1996, before the restated
described in note 5 and the reclassifications described in note 18 to the
consolidated financial statements, which report appears in the Annual Report on
Form 10-K of PHH Corporation for the year ended December 31, 1997.
KPMG Peat Marwick LLP
Baltimore, Maryland
March 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 25,829
<SECURITIES> 0
<RECEIVABLES> 582,813
<ALLOWANCES> 12,058
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 219,772
<DEPRECIATION> 114,605
<TOTAL-ASSETS> 7,466,093
<CURRENT-LIABILITIES> 698,500
<BONDS> 0
0
0
<COMMON> 289,157
<OTHER-SE> 526,805
<TOTAL-LIABILITY-AND-EQUITY> 7,466,093
<SALES> 0
<TOTAL-REVENUES> 853,678
<CGS> 0
<TOTAL-COSTS> 593,066
<OTHER-EXPENSES> 262,170
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,558)
<INCOME-TAX> 46,505
<INCOME-CONTINUING> (48,063)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (48,063)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
