Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to __________________________
Commission File Number: 1-8422
COUNTRYWIDE CREDIT INDUSTRIES, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-2641992
- --------------------------------------------------------- ------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4500 Park Granada, Calabasas, California 91302
- -------------------------------------------------------------- -------------------------------------
(Address of principal executive offices) (Zip
Code)
(818) 225-3000
-------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
Indicate the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.
Class Outstanding at July 12, 2001
Common Stock $.05 par value 119,105,619
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)
A S S E T S
May 31, February 28,
2001 2001
------------------- -------------------
Cash $ 235,978 $ 126,496
Mortgage loans and mortgage-backed securities held for sale 3,120,478 1,964,018
Trading securities, at market value ($543,269 pledged as collateral) 5,299,167 4,050,082
Mortgage servicing rights, net 6,315,136 5,767,748
Investments in other financial instruments 2,814,884 4,160,314
Securities purchased under agreements to resell 4,501,724 3,109,556
Property, equipment and leasehold improvements, net 399,446 396,943
Other assets 3,490,484 3,380,350
------------------- -------------------
Total assets $26,177,297 $22,955,507
=================== ===================
Borrower and investor custodial accounts (segregated in special
accounts - excluded from corporate assets) $ 7,715,538 $ 5,553,143
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable $12,671,979 $11,402,791
Securities sold under agreements to repurchase 4,866,249 3,541,230
Drafts payable issued in connection with mortgage loan closings 831,403 932,931
Accounts payable, accrued liabilities and other 2,149,675 1,449,288
Deferred income taxes 1,572,782 1,570,003
------------------- -------------------
Total liabilities 22,092,088 18,896,243
Commitments and contingencies -
-
Company-obligated mandatorily redeemable capital trust pass-
through securities of subsidiary trusts holding solely Company
guaranteed related subordinated debt 500,000 500,000
Shareholders' equity
Preferred stock - authorized, 1,500,000 shares of $0.05 par value;
issued and outstanding, none
- -
Common stock - authorized, 240,000,000 shares of $0.05 par
value; issued and outstanding, 118,835,746 shares at
May 31, 2001 and 117,732,249 shares at February 28, 2001 5,942 5,887
Additional paid-in capital 1,348,130 1,307,679
Accumulated other comprehensive income 46,572 173,249
Retained earnings 2,184,565 2,072,449
------------------- -------------------
Total shareholders' equity 3,585,209 3,559,264
------------------- -------------------
Total liabilities and shareholders' equity $26,177,297 $22,955,507
=================== ===================
Borrower and investor custodial accounts $ 7,715,538 $ 5,553,143
=================== ===================
The accompanying notes are an integral part of these statements.
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(Dollar amounts in thousands, except per share data)
Three Months
Ended May 31,
2001 2000
-------------- --------------
Revenues
Loan origination fees $ 198,676 $ 84,294
Gain on sale of loans 257,609 133,154
-------------- --------------
Loan production revenue 456,285 217,448
Interest earned 505,674 258,594
Interest charges (448,942) (261,474)
-------------- --------------
Net interest income (expense) 56,732 (2,880)
Loan servicing revenue 351,944 272,203
Amortization & impairment/recovery of mortgage
servicing rights, net of hedge (308,199) (118,159)
-------------- --------------
Net loan administration revenue 43,745 154,044
Net premiums earned 87,624 62,005
Commissions, fees and other revenues 40,144 43,949
-------------- --------------
Total revenues 684,530 474,566
Expenses
Salaries and related expenses 261,466 171,531
Occupancy and other office expenses 90,230 66,518
Marketing expenses 15,554 19,759
Insurance net losses 34,666 25,638
Other operating expenses 86,207 60,195
--------------
--------------
Total expenses 488,123 343,641
-------------- --------------
Earnings before income taxes 196,407 130,925
Provision for income taxes 73,357 47,466
-------------- --------------
NET EARNINGS $123,050 $83,459
============== ==============
Earnings per share
Basic $1.04 $0.73
Diluted $1.00 $0.72
The accompanying notes are an integral part of these statements.
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollar amounts in thousands)
Three Months
Ended May 31,
2001 2000
--------------- ----------------
Cash flows from operating activities:
Net earnings $123,050 $83,459
Adjustments to reconcile net earnings to net cash
provided (used) by operating activities:
Gain on sale of available-for-sale securities (125,750) -
Amortization and impairment/recovery of mortgage
servicing rights 200,866 104,895
Depreciation and other amortization 17,501 20,049
Deferred income taxes 73,357 47,466
Origination and purchase of loans held for sale (30,619,416) (14,546,038)
Principal repayments and sale of loans 29,462,956 14,682,054
--------------- ----------------
(Increase) decrease in mortgage loans and mortgage-
backed securities held for sale (1,156,460) 136,016
(Increase) decrease in other financial instruments 552,400 (359,052)
Increase in trading securities (1,249,085) (160,218)
Increase in securities purchased under agreements to resell (1,392,168) (1,223,571)
Increase in other assets (114,958) (633,624)
Increase in accounts payable and accrued liabilities 510,391 123,842
--------------- ----------------
Net (used) cash provided by operating activities (2,560,856) (1,860,738)
--------------- ----------------
Cash flows from investing activities:
Additions to mortgage servicing rights, net (666,549) (311,302)
Additions to available-for-sale securities (282,191) (87,077)
Purchase of property, equipment and leasehold
improvements, net (15,331) (11,713)
Proceeds from sale of available-for-sale securities 927,349 26,343
--------------- ----------------
Net cash used by investing activities (36,722) (383,749)
--------------- ----------------
Cash flows from financing activities:
Net increase in short-term borrowings 1,283,111 1,593,214
Issuance of long-term debt 2,440,800 934,736
Repayment of long-term debt (1,041,236) (110,000)
Issuance of common stock 35,319 14,626
Cash dividends paid (10,934) (11,146)
--------------- ----------------
Net cash provided by financing activities 2,707,060 2,421,430
--------------- ----------------
Net increase in cash 109,482 176,943
Cash at beginning of period 126,496 59,890
--------------- ----------------
Cash at end of period $ 235,978 $ 236,833
=============== ================
Supplemental cash flow information:
Cash used to pay interest $ 450,277 $ 269,494
Cash used to pay income taxes $ 151 $ 5,262
Noncash investing activities:
Unrealized loss on available-for-sale securities,
net of tax ($ ($ 35,134)
126,677)
The accompanying notes are an integral part of these statements.
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Dollar amounts in thousands)
Three Months
Ended May 31,
2001 2000
--------------- ---------------
NET EARNINGS $123,050 $83,459
Other comprehensive income, net of tax:
Unrealized gains (losses) on available for sale
securities:
Unrealized holding gains (losses) arising
during the period, before tax (137,533) (54,975)
Income tax benefit (expense) 51,275 19,799
--------------- ---------------
Unrealized holding gains (losses) arising
during the period, net of tax (86,258) (35,176)
Less: reclassification adjustment for (gains
) losses included (64,445) 66
in net earnings, before tax
Income tax expense 24,026 (24)
--------------- ---------------
Reclassification adjustment for gains
included in net earnings, net of tax (40,419) 42
--------------- ---------------
Other comprehensive income (loss) (126,677) (35,134)
--------------- ---------------
COMPREHENSIVE INCOME (LOSS) ($3,627) $48,325
=============== ===============
The accompanying notes are an integral part of these statements.
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
Page 24
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Page 6
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three months ended May 31, 2001 are not necessarily indicative of the
results that may be expected for the fiscal year ending February 28, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the annual report on Form 10-K for the fiscal year ended February 28, 2001 of
Countrywide Credit Industries, Inc. (the "Company").
On March 1, 2001, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, and FASB Statement No. 138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING
ACTIVITIES-AN AMENDMENT OF FASB STATEMENT NO. 133 (collectively, "FAS 133"). All derivative instruments are recognized on the balance
sheet at fair value. On the date the Company enters into a derivative contract the Company designates the derivative instrument as a
hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment ("fair value" hedge) or a
free-standing derivative instrument. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the
fair value of the hedged asset or liability attributable to the hedged risk are recorded in current period net income. For
free-standing derivative instruments, changes in the fair values are reported in current period net income.
The Company formally documents the relationship between hedging instruments and hedged items, as well as the risk management
objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are
designated as fair value hedges to specific assets and liabilities on the balance sheet. The Company also formally assesses, both at
the inception of the hedge and on an ongoing basis, whether the derivative instruments used are highly effective in offsetting changes
in fair values or cash flows of hedged items. If it is determined that the derivative instrument is not highly effective as a hedge,
hedge accounting is discontinued.
The Company discontinues hedge accounting prospectively when (1) it determines that a derivative instrument is no longer effective
in offsetting changes in the fair value of a hedged item; (2) a derivative instrument expires or is sold, terminated, or exercised; or
(3) management determines that designation of a derivative instrument as a hedge instrument is no longer appropriate. When hedge
accounting is discontinued the derivative instrument will continue to be carried on the balance sheet at its fair value; however, the
previously hedged asset or liability will no longer be adjusted for changes in fair value.
The Company occasionally purchases or originates financial instruments that contain an embedded derivative instrument. At inception
of the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative instrument are
clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial
instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with
changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would
meet the definition of a derivative instrument. If the embedded derivative instrument is determined not to be clearly and closely
related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and the
embedded derivative instrument would qualify as a derivative instrument, the embedded derivative instrument is separated from the host
contract and carried at fair value with changes recorded in current period earnings.
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Certain amounts reflected in the consolidated financial statements for the three-month period ended
May 31, 2000 have been reclassified to conform to the presentation for the three-month period ended
May 31, 2001.
NOTE B - MORTGAGE SERVICING RIGHTS
The activity in mortgage servicing rights was as follows:
- ------------------------------------------------------ ---------------- -------------------------
Three Months Ended
(Dollar amounts in thousands) May 31, 2001
- ------------------------------------------------------ ---------------- -------------------------
----------------------
Mortgage Servicing Rights
Balance at beginning of period $5,876,121
Additions 666,549
Scheduled amortization (227,458)
Change in fair value attributable to hedged risk 235,937
----------------------
Balance before valuation reserve
at end of period 6,551,149
----------------------
Reserve for Impairment of Mortgage Servicing Rights
Balance at beginning of period (108,373)
Reductions (additions) (127,640)
----------------------
Balance at end of period (236,013)
----------------------
Mortgage Servicing Rights, net $6,315,136
======================
- ------------------------------------------------ -- ---------------- -- ---------------------- --
NOTE C - INVESTMENTS IN OTHER FINANCIAL INSTRUMENTS
Investments in other financial instruments included the following.
------------------------------------------------------------ -----------------------------------------------------
May 31, February 28,
(Dollar amounts in thousands) 2001 2001
------------------------------------------------------------------- --- ----------------- --- ---------------- ---
Servicing hedge instruments $1,042,570 $2,407,799
Mortgage-backed securities retained in securitizations 1,207,830 1,202,093
Insurance company investment portfolio 564,484 550,422
----------------- ----------------
$2,814,884 $4,160,314
================= ================
------------------------------------------------------------------- --- ----------------- --- ---------------- ---
NOTE D - AVAILABLE-FOR-SALE SECURITIES
Amortized cost and fair value of available-for-sale securities were as follows.
---------------------------------- ---------------- - ------------------------------------ -- ---------------- ---
May 31, 2001
---------------- - ------------------------------------ -- ---------------- ---
Gross Gross
Amortized Unrealized Unrealized Fair
(Dollar amounts in thousands) Cost Gains Losses Value
---------------------------------- ---------------- - ----------------- - ---------------- -- ---------------- ---
Mortgage-backed
securities retained in
securitizations $1,139,871 $71,144 ($3,185) $1,207,830
Principal only securities 520,973 20,594 (23,503) 518,064
Insurance company
investment portfolio 551,604 15,159 (2,279) 564,484
---------------- ----------------- ---------------- ----------------
$2,212,448 $106,897 ($28,967) $2,290,378
================ ================= ================ ================
---------------------------------- ---------------- - ----------------- - ---------------- -- ---------------- ---
---------------------------------- ---------------- - ------------------------------------ -- ---------------- ---
February 28, 2001
---------------- - ------------------------------------ -- ---------------- ---
Gross Gross
Amortized Unrealized Unrealized Fair
(Dollar amounts in thousands) Cost Gains Losses Value
---------------------------------- ---------------- - ----------------- - ---------------- -- ---------------- ---
Mortgage-backed
securities retained in
securitizations $1,108,557 $107,627 ($14,091) $1,202,093
Principal only securities 1,190,281 159,318 (605) 1,348,994
Insurance company
investment portfolio 531,983 21,637 (3,198) 550,422
---------------- ----------------- ---------------- ----------------
$2,830,821 $288,582 ($17,894) $3,101,509
================ ================= ================ ================
---------------------------------- ---------------- - ----------------- - ---------------- -- ---------------- ---
NOTE E - NOTES PAYABLE
Notes payable consisted of the following.
------------------------------------------------------------ -----------------------------------------------------
May 31, February 28,
(Dollar amounts in thousands) 2001 2001
-------------------------------------------------------------------- -- --- ---------------- ---
----------------- ---
Commercial paper $ 320,000 $ -
Medium-term notes, various series, and Euro Notes 11,645,078 10,435,510
Convertible debentures 502,172 500,717
Subordinated notes 200,000 200,000
Unsecured notes payable - 264,196
Other notes payable 4,729 2,368
----------------- ----------------
$12,671,979 $11,402,791
================= ================
-------------------------------------------------------------------- -- ----------------- --- ---------------- ---
Medium-Term Notes
During the quarter ended May 31, 2001, CHL, the Company's mortgage banking subsidiary, issued medium term notes under shelf
registration statements or pursuant to its Euro medium-term note program as summarized below as follows.
- ---------------------------------------------------------------------------------------------------------------------------
(Dollar amounts in thousands)
Outstanding Balance Interest Rate Maturity Date
---------------------- ----------------------------
-------------------------------------------
Floating-Rate Fixed-Rate Total From To From To
------------------------------------------- ----------- ---------- -------------- -------------
Series I $ 742,000 $ 30,000 $ 772,000 4.20% 5.16% Mar. 2002 May 2002
Series J 475,000 1,050,000 1,525,000 4.21% 5.25% May 2002 May 2003
Euro Notes 52,700 91,100 143,800 4.24% 4.58% Apr. 2002 May 2002
-------------------------------------------
Total $1,269,700 $1,171,100 $2,440,800
===========================================
- ---------------------------------------------------------------------------------------------------------------------------
There were $143.8 million foreign currency-denominated notes issued pursuant to the Euro medium-term notes program outstanding.
Such notes are denominated in Japanese Yen. The Company manages the associated foreign currency risk by entering into currency
swaps. The terms of the currency swaps effectively translate the foreign currency denominated medium-term notes into U.S. dollars.
During the quarter ended May 31, 2001, CHL redeemed $1.2 billion of maturing medium term notes.
NOTE F - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The primary market risk facing the Company is interest rate risk. From an enterprise perspective, the Company manages this risk by
striving to balance its Mortgage-Related Investments Segment with the Production Divisions, which are counter-cyclical in nature. In
addition, the Company utilizes various financial instruments, including derivatives contracts, to manage the interest rate risk
related specifically to its Committed Pipeline, mortgage loan inventory and MBS held for sale, MSRs, mortgage-backed securities
retained in securitizations, trading securities and debt securities. The overall objective of the Company's interest rate risk
management policies is to offset changes in the values of these items resulting from changes in interest rates.
Derivative instruments that the Company uses as part of its interest rate risk management strategy include interest rate floors,
MBS mandatory forward sale and purchase commitments, options to sell or by MBS, treasury futures and interest rate futures, interest
rate caps, Capped Swaps, Swaptions, interest rate futures and interest rate swaps. In addition, the Company manages foreign currency
exchange rate risk with foreign currency swaps.
As a result of using over-the-counter derivative instruments, the Company has potential exposure to credit loss in the event of
nonperformance by the counterparties. The Company manages this credit risk by selecting only well established, financially strong
counterparties, spreading the credit risk amongst many such counterparties, and by placing contractual limits on the amount of
unsecured credit risk from any one counterparty. The Company's exposure to credit risk in the event of default by a counterparty is
the current cost of replacing the contracts net of any available margins retained by the Company, a custodian or the Mortgage-Backed
Securities Clearing Corporation (the "MBSCC"), which is a clearing agent.
Relative to the application of FAS 133, certain industry specific issues remain unresolved and their ultimate resolution may have
an impact on reported earnings.
Servicing Hedge
In order to mitigate the effect on earnings of MSR impairment that may result from increased current and projected prepayment
activity that generally occurs when interest rates decline, the Company maintains a portfolio of financial instruments, including
derivative contracts, that increase in aggregate value when interest rates decline (the "Servicing Hedge"). The financial instruments
that form the Servicing Hedge include interest rate floors, options on interest rate futures, interest rate swaps, interest rate
caps, Swaptions, options on MBS, principal-only swaps and P/O securities. A portion of the Servicing Hedge is designed to qualify
as a fair value hedge under FAS 133. For the quarter ended May 31, 2001, the Company recognized a pre-tax loss of $27.1 million,
which represents the ineffective portion of all such fair value hedges of MSRs. This amount is included in amortization and
impairment/recovery of mortgage servicing rights, net of hedge, in the income statement. The remaining derivative instruments are
free-standing derivatives. These derivatives are marked to fair value and recorded as a component of amortization and
impairment/recovery of mortgage servicing rights, net of hedge, in the income statement.
Hedge of Committed Pipeline and Mortgage Loan Inventory
In order to mitigate the risk that a change in interest rates will result in a decline in the value of the Company's Committed
Pipeline or Inventory, the Company enters into hedging transactions. The Inventory is hedged with forward contracts for the sale of
loans and net sales of MBS, including options to sell MBS where the Company can exercise the option on or prior to the anticipated
settlement date of the MBS. Substantially all of the inventory hedge is designed to qualify as a fair value hedge under FAS 133.
For the quarter ended May 31, 2001, the Company recognized a pre-tax gain of $3.1 million, representing the ineffective portion of
such fair value hedges of inventory. This amount is included in gain on sale of loans in the income statement.
NOTE F - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Continued)
The Committed Pipeline is hedged with a combination of options on MBS and treasury futures and MBS forward contracts. The
underlying MBS to be delivered generally correspond with the composition of the Committed Pipeline.
The Committed Pipeline, which is comprised of interest rate lock commitments issued on residential mortgage loans to be held for
sale, is considered a portfolio of derivative instruments. The Committed Pipeline and the associated free-standing derivative
instruments are marked to fair value and recorded as a component of gain on sale of loans in the income statement.
Debt Securities
The Company enters into interest rate swaps to convert a portion of its fixed-rate medium tem notes to LIBOR-based floating-rate
debt and to convert its foreign currency fixed-rate medium term notes to U.S. dollar LIBOR-based floating-rate debt. These
transactions are designed as fair value hedges under FAS 133. For the quarter ended May 31, 2001, the Company recognized a pre-tax
gain of $1.8 million, representing the ineffective portion of such fair value hedges of medium-term notes. This amount is included
in interest charges in the income statement.
Broker-Dealer Activities
Countrywide Securities Corporation ("CSC") utilizes derivatives in connection with its trading activities to manage interest-rate
risk. These instruments include MBS mandatory forward sale and purchase commitments as well as short sales of cash market U.S.
Treasury securities. All such derivatives are considered free-standing and as such are marked to fair value and recorded as a
component of gain on sale of loans in the income statement.
NOTE G - LEGAL PROCEEDINGS
Legal Proceedings
The Company and certain subsidiaries are defendants in various legal proceedings involving matters generally incidental to their
business. Although it is difficult to predict the ultimate outcome of these proceedings, management believes, based on discussions
with counsel, that any ultimate liability will not materially affect the consolidated financial position or results of operations of
the Company and its subsidiaries.
NOTE H - SUMMARIZED FINANCIAL INFORMATION
Summarized financial information for Countrywide Credit Industries, Inc. and subsidiaries was as follows:
- ------ ----------------------------------- ---------- ------------------------------------------------- -------------------------
May 31, 2001
---------- ------------------------------------------------- -------------------------
Countrywide Countrywide
(Dollar amounts in thousands) Credit Home Other
Industries, Loans, Inc. Subsidiaries Eliminations Consolidated
Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Balance Sheets:
Mortgage loans and
mortgage-backed securities $ $ 3,120,478 $ $ $ 3,120,478
held for sale - - -
Mortgage servicing rights, net - 6,315,136 - - 6,315,136
Other assets 4,373,604 9,381,957 7,904,248 (4,918,126) 16,741,683
---------------- --------------- --------------- -------------- ----------------
Total assets $4,373,604 $18,817,571 $ 7,904,248 ($4,918,126) $26,177,297
================ =============== =============== ============== ================
Company-obligated mandatorily
redeemable capital trust pass-through $ $ $ 500,000 $ $ 500,000
securities - - -
Short- and long-term debt 738,084 13,200,263 5,032,652 (1,432,771) 17,538,228
Other liabilities 50,311 3,272,814 1,259,605 (28,870) 4,553,860
Equity 3,585,209 2,344,494 1,111,991 (3,456,485) 3,585,209
---------------- --------------- --------------- -------------- ----------------
Total liabilities and equity $4,373,604 $18,817,571 $ 7,904,248 ($4,918,126) $26,177,297
================ =============== =============== ============== ================
- ---------------------------------------------------------------------------------------------------------------------------------
- ------ ----------------------------------- ---------- ------------------------------------------------- -------------------------
Three months ended May 31, 2001
---------- ------------------------------------------------- -------------------------
Countrywide Countrywide
(Dollar amounts in thousands) Credit Home Other
Industries, Loans, Inc. Subsidiaries Eliminations Consolidated
Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Statements of Earnings:
Revenues $ 14,369 $426,820 $252,465 $ (9,124) $684,530
Expenses 1,988 316,863 178,396 (9,124) 488,123
Provision for income taxes 4,311 41,873 27,173 - 73,357
Equity in net earnings of subsidiaries 115,907 - - (115,907) -
---------------- --------------- --------------- -------------- ----------------
Net earnings $123,977 $ 68,084 $ 46,896 $(115,907) $123,050
================ =============== =============== ============== ================
- ---------------------------------------------------------------------------------------------------------------------------------
NOTE H - SUMMARIZED FINANCIAL INFORMATION (Continued)
- ------ ----------------------------------- ---------- ------------------------------------------------- -------------------------
February 28, 2001
---------- ------------------------------------------------- -------------------------
Countrywide Countrywide
(Dollar amounts in thousands) Credit Home Other
Industries, Loans, Inc. Subsidiaries Eliminations Consolidated
Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Balance Sheets:
Mortgage loans and
mortgage-backed securities $ $ 1,964,018 $ $ $ 1,964,018
held for sale - - -
Mortgage servicing rights, net - 5,767,748 - - 5,767,748
Other assets 4,343,853 9,155,120 8,336,417 (6,611,649) 15,223,741
---------------- --------------- --------------- -------------- ----------------
Total assets $4,343,853 $16,886,886 $ 8,336,417 ($6,611,649) $22,955,507
================ =============== =============== ============== ================
Company-obligated mandatorily
redeemable capital trust pass-through
securities $ $ $ 500,000 $ $ 500,000
- - -
Short- and long-term debt 736,630 11,435,760 5,959,565 (3,187,934) 14,944,021
Other liabilities 47,959 3,068,888 835,658 (283) 3,952,222
Equity 3,559,264 2,382,238 1,041,194 (3,423,432) 3,559,264
---------------- --------------- --------------- -------------- ----------------
Total liabilities and equity $4,343,853 $16,886,886 $8,336,417 ($6,611,649) $22,955,507
================ =============== =============== ============== ================
- ---------------------------------------------------------------------------------------------------------------------------------
- ------ ----------------------------------- ---------- ------------------------------------------------- -------------------------
Three months ended May 31, 2000
---------- ------------------------------------------------- -------------------------
Countrywide Countrywide
(Dollar amounts in thousands) Credit Home Other
Industries, Loans, Inc. Subsidiaries Eliminations Consolidated
Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Statements of Earnings:
Revenues $ (4,226) $303,279 $175,728 $ 215 $474,566
Expenses 922 218,125 124,809 (215) 343,641
Provision for income taxes (1,918) 30,948 18,436 - 47,466
Equity in net earnings of subsidiaries 86,910 - - (86,910) -
---------------- --------------- --------------- -------------- ----------------
Net earnings $83,680 $ 54,206 $ 32,483 ($86,910) $ 83,459
================ =============== =============== ============== ================
- ---------------------------------------------------------------------------------------------------------------------------------
NOTE I - SEGMENTS AND RELATED INFORMATION
The Company has six major segments that are grouped into Consumer and Institutional Businesses. Consumer Businesses include
Mortgage Originations, Mortgage-Related Investments and Business to Consumer ("B2C") Insurance. Institutional Businesses include
Processing and Technology, Capital Markets and Business to Business ("B2B") Insurance.
The Mortgage Originations Segment originates mortgage loans through the Company's retail branch network (Consumer Markets Division
and Full Spectrum Lending, Inc.) and the Wholesale Division. This segment also provides other complementary services offered as part
of the origination process through LandSafe, Inc., including title, escrow, appraisal, credit reporting and flood determination
services. The Mortgage-Related Investments segment consists of investments in assets retained in the mortgage securitization
process, including MSRs and residual interests. The B2C Insurance Segment, through Countrywide Insurance Services, Inc., acts as an
agent in the sale of insurance, including homeowners, fire, flood, earthquake, life and disability insurance, primarily to the
Company's mortgage customers.
NOTE I - SEGMENTS AND RELATED INFORMATION (Continued)
The Processing and Technology Segment activities include internal sub-servicing of the Company's portfolio, as well as mortgage
subservicing and subprocessing for other domestic financial institutions and foreign financial institutions (through Global Home
Loans, Limited). The Capital Markets Segment purchases mortgage loans through the Correspondent Lending Division, acts as a
broker/dealer specializing in mortgages and mortgage-related securities through Countrywide Securities Corporation ("CSC"), and as an
agent, facilitates the purchase and sale of bulk servicing rights through Countrywide Servicing Exchange, Inc. ("CSE"). The B2B
Insurance Segment includes the activities of Balboa Life and Casualty ("Balboa"), an insurance carrier that offers property and
casualty insurance (specializing in creditor-placed insurance), and life and disability insurance, along with Second Charter, Inc., a
mortgage reinsurance company. Included in the tables below labeled "Other" is the holding company activities and certain
reclassifications to conform management reporting to the consolidated financial statements.
- -------------------------------------------------------------------------------------------------------------------------------------
For the three months ended May 31, 2001
Consumer Businesses Institutional Businesses
---------- ---------- --------- ----------- ---------- --------- --------- ----------
Mortgage-Related Processing
Mortgage InvestmentsB2C and Capital B2B
(Dollars in thousandOriginations Insurance Total Technology Markets Insurance Total Other Total
- ------------------- ---------- ---------- --------- ----------- ---------- --------- --------- ---------- -------- ------------
External revenues $454,422 ($15,247) $10,951 $450,126 $22,468 $113,488 $97,843 $233,799 $605 $684,530
Intersegment revenues - (73,787) - (73,787) 73,787 - - 73,787 - -
---------- ---------- --------- ----------- ---------- --------- --------- ---------- -------- ------------
Total revenues $454,422 ($89,034) $10,951 $376,339 $96,255 $113,488 $97,843 $307,586 $605 $684,530
========== ========== ========= =========== ========== ========= ========= ========== ======== ============
Segment earnings
(pre-tax) $187,346 ($90,832) $1,268 $97,782 $19,326 $60,115 $20,426 $99,867 ($1,242) $196,407
Segment assets $3,533,333 $10,917,895 $83,785 $14,535,013 $176,733 $10,458,36$968,560 $11,603,660 $38,624 $26,177,297
- ------------------- ---------- ---------- --------- ----------- -- ---------- --------- --------- ---------- -- -------- ------------
- -------------------------------------------------------------------------------------------------------------------------------------
For the three months ended May 31, 2000
Consumer Businesses Institutional Businesses
---------- ---------- --------- ----------- ---------- --------- --------- ----------
Mortgage-Related Processing
Mortgage InvestmentsB2C and Capital B2B
(Dollars in thousandOriginations Insurance Total Technology Markets Insurance Total Other Total
- ------------------- ---------- ---------- --------- ----------- ---------- --------- --------- ---------- -------- ------------
External revenues $210,553 $127,362 $9,401 $347,316 $6,667 $52,979 $68,369 $128,015 ($765) $474,566
Intersegment revenues - (63,407) - (63,407) 63,407 - - 63,407 - -
---------- ---------- --------- ----------- ---------- --------- --------- ---------- -------- ------------
Total revenues $210,553 $ 63,955 $9,401 $283,909 $70,074 $52,979 $68,369 $191,422 ($765) $474,566
========== ========== ========= =========== ========== ========= ========= ========== ======== ============
Segment earnings
(pre-tax) $27,554 $62,166 $1,060 $90,780 $10,505 $16,901 $14,248 $41,654 ($1,509) $130,925
Segment assets $2,073,776 $9,374,307 $50,691 $11,498,774 $159,483 $5,812,925$827,757 $6,800,165 $141,151 $18,440,090
- ------------------- ---------- ---------- --------- ----------- -- ---------- --------- --------- ---------- -- -------- ------------
NOTE J - IMPLEMENTATION OF NEW ACCOUNTING STANDARDS
The Company adopted FAS 133 on March 1, 2001. At the date of adoption, the Company recorded certain transition adjustments as
required by FAS 133. There was no impact on net income as a result of such transition adjustments. However, such adjustments
resulted in the following impact on the Company's balance sheet (in millions).
Decrease in fair value of derivatives classified as assets ($93.7)
Increase in fair value of derivatives classified as ($107.2)
liabilities
Decrease in book value of hedged borrowings $107.2
Increase in book value of MSRs $81.7
Increase in book value of inventory and other assets $12.0
NOTE J - IMPLEMENTATION OF NEW ACCOUNTING STANDARDS (Continued)
In September 2000, the FASB issued Statement No. 140 (FAS 140), Accounting for the Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, which replaces FAS 125 (of the same title). FAS 140 revises certain standards in the accounting for
securitizations and other transfers of financial assets and collateral, and requires some disclosures relating to securitization
transactions and collateral, but it carries over most of FAS 125's provisions. The collateral and disclosure provisions of FAS 140
were included in the February 28, 2001 financial statements. All other provisions of this Statement were adopted on April 1, 2001,
as required by the statement. The adoption of this statement did not have a material impact on the Company.
NOTE K - EARNINGS PER SHARE
Basic earnings per share is determined using net income divided by the weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common
shares were issued.
The following table presents basic and diluted EPS for the three months ended May 31, 2001 and 2000.
- ------------------------ -- -- ----- ------------------------------------ -- ----- ----
Three Months Ended May 31,
-- -- ----- ------------------------------------ -- ----- ----
2001 2000
--------- --------- --------- ---------- --------- ---------
(Amounts in thousands, Per-Share Per-Share
except per share data) Net Amount Net Amount
Earnings Shares Earnings Shares
- ------------------------ --------- --------- --------- ---------
--------- ----------
Net earnings $123,050 $83,459
========= ==========
Basic EPS
Net earnings available
to common shareholders $123,050 118,469 $1.04 $83.459 113,792 $0.73
Effect of dilutive
stock options - 4,219 - 2,316
--------- --------- ---------- ---------
Diluted EPS
Net earnings available
to common shareholders $123,050 122,688 $1.00 $83,459 116,108 $0.72
========= ========= ========== =========
- ------------------------ --------- --------- --------- - ---------- --------- ---------
NOTE L - SUBSEQUENT EVENTS
On June 20, 2001, the Company declared a cash dividend of $.10 per common share payable July 31, 2001 to shareholders of record on
July 13, 2001.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Page 16
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q may contain forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties, which could cause actual results to differ materially from historical results or those anticipated
due to a number of factors such as the direction and level of interest rates, competitive and general economic conditions in each of
our business sectors, expense and loss levels in our mortgage, insurance and other business sectors, general economic conditions in
the United States and abroad and in the domestic and international areas in which we do business, the legal, regulatory and
legislative environments in the markets in which the company operates, changes in accounting and financial reporting standards,
decisions by the company to change its business mix, and other risks detailed in documents filed by the company with the Securities
and Exchange Commission from time to time. Words like "believe", "expect", "should", "may", "could", "anticipated", "promising" and
other expressions which indicate future events and trends identify forward-looking statements. The Company undertakes no obligation
to publicly updated or revise any forward-looking statements.
Quarter Ended May 31, 2001 Compared to Quarter Ended May 31, 2000
OPERATING SEGMENT RESULTS
The Company's pre-tax earnings by segment is summarized below.
- -------------------------------------------- --------------------------------------- --------
Three Months Ended
(Dollar amounts in thousands) May 31,
- -------------------------------------------- --------------------------------------- --------
2001 2000
------------- --------------
Consumer Businesses:
Mortgage Originations $187,346 $27,554
Mortgage-Related Investments (90,832) 62,166
B2C Insurance 1,268 1,060
------------- --------------
Total Consumer Businesses 97,782 90,780
Institutional Businesses:
Processing and Technology 19,326 10,505
Capital Markets 60,115 16,901
B2B Insurance 20,426 14,248
--------------
-------------
Total Institutional Businesses 99,867 41,654
Other (1,242) (1,509)
------------- --------------
Pre-tax Earnings $196,407 $130,925
============= ==============
- ---------------------------------------------------------------------------------------------
Mortgage Originations Segment
The Mortgage Originations segment activities include loan origination through the Company's retail branch network (Consumer
Markets Division and Full Spectrum Lending, Inc.) and the Wholesale Division, the warehousing and sales of such loans and loan
closing services.
Total Consumer Mortgage loan production by Division is summarized below.
- -------------------------------------------- --------------------------------------- --------
(Dollar amounts in millions) Loan Production
Three Months Ended
May 31,
- -------------------------------------------- --------------------------------------- --------
2001 2000
------------- ----------------
Consumer Mortgages:
Consumer Markets Division $9,284 $4,042
Wholesale Lending Division 9,897 4,062
Full Spectrum Lending, Inc. 464 421
------------- ----------------
Total $19,645 $8,525
============= ================
- ---------------------------------------------------------------------------------------------
The increase in pre-tax earnings of $159.8 million in the quarter ended May 31, 2001 as compared to the quarter ended May 31, 2000
was primarily attributable to higher prime credit quality first mortgage loan production and margins combined with increased margins
on home equity and sub-prime loans and improved profitability of loan closing services.
Mortgage-Related Investments Segment
Mortgage-Related Investments Segment activities include investments in assets retained in the mortgage securitization process,
including mortgage servicing rights ("MSRs"), residual interests in asset-backed securities and other mortgage-related assets.
The decrease in pre-tax earnings of $153.0 million in the quarter ended May 31, 2001 as compared to the quarter ended May 31, 2000
was primarily due to increased amortization and impairment of the MSRs net of the servicing hedge, and higher servicing expenses
driven by the growth in the servicing portfolio, including the subservicing fee paid to the Processing and Technology Segment. In
addition, impairment charges relating to residuals and other retained interests contributed to the decline in pre-tax earnings.
These factors were partially offset by an increase in revenues generated from a larger servicing portfolio. As of May 31, 2001, the
Company serviced $301.8 billion of loans (including $8.9 billion of loans subserviced for others), up from $261.9 billion (including
$5.4 billion of loans subserviced for others) as of May 31, 2000, a 15% increase. The growth in the Company's servicing portfolio
since May 31, 2000 was the result of loan production volume and the acquisition of bulk servicing rights. This was partially offset
by prepayments, partial prepayments and scheduled amortization.
During the quarter ended May 31, 2001, the annual prepayment rate of the Company's servicing portfolio was 29%, compared to 9% for
the quarter ended May 31, 2000. In general, the prepayment rate is affected by the level of refinance activity, which in turn is
driven primarily by the relative level of mortgage interest rates. The weighted average interest rate of the mortgage loans in the
Company's servicing portfolio as of May 31, 2001 and 2000 was 7.7%.
B2C Insurance Segment
B2C Insurance Segment activities include the operations of Countrywide Insurance Services ("CIS"), an insurance agency that
provides homeowners, life, disability and automobile as well as other forms of insurance, primarily to the Company's mortgage
customers. The increase in pre-tax earnings of $0.2 million in the quarter ended May 31, 2001 as compared to the quarter ended May
31, 2000 was primarily due to an increase in policies-in-force.
Processing and Technology Segment
Processing and Technology Segment activities include internal sub-servicing of the Company's portfolio, as well as mortgage
subservicing and subprocessing for other domestic and foreign financial institutions. The increase in pre-tax earnings of $8.8
million in the quarter ended May 31, 2001 as compared to the quarter ended May 31, 2000 was primarily due to growth in the servicing
portfolio and subprocessing for foreign financial institutions. As of May 31, 2001, Global Home Loans subserviced approximately $41
billion of mortgage loans for the Company's joint venture partner, Woolwich, plc.
Capital Markets Segment
Capital Markets Segment activities include primarily the operations of Countrywide Securities Corporation ("CSC"), a registered
broker-dealer specializing in mortgage-related securities, and the Correspondent Lending Division ("CLD"), through which the Company
purchases closed loans from mortgage bankers, commercial banks and other financial institutions. The increase in pre-tax earnings of
$43.2 million in the quarter ended May 31, 2001 as compared to the quarter ended May 31, 2000 was primarily due to increased prime
credit quality loan production and margins in CLD combined with CSC's higher trading volumes.
B2B Insurance Segment
B2B Insurance Segment includes the activities of Balboa, an insurance carrier that offers property and casualty insurance
(specializing in creditor placed insurance), and life and disability insurance together with the activities of Second Charter
Reinsurance Company, a mortgage reinsurance company. The increase in pre-tax earnings of $6.2 million in the quarter ended May 31,
2001 as compared to the quarter ended May 31, 2000 was due to increased net written premiums and increased mortgage reinsurance
premium volume.
CONSOLIDATED EARNINGS PERFORMANCE
Revenues for the quarter ended May 31, 2001 increased 44% to $684.5 million, up from $474.6 million for the quarter ended May 31,
2000. Net earnings increased 47% to $123.1 million for the quarter ended May 31, 2001, up from
$83.5 million for the quarter ended May 31, 2000. The increase in revenues and net earnings for the quarter ended
May 31, 2001 compared to the quarter ended May 31, 2000 was primarily attributed to increased earnings in the Consumer Mortgage
Originations Segment due to increased loan production and improved margins and to improved earnings in the Capital Markets Segment
and the Processing and Technology Segment. The increase was partially offset by a decline in earnings from the Mortgage-related
Investments Segment due to increased amortization and impairment of the MSRs net of servicing hedge and reduced earnings from other
retained interests.
The total volume of loans produced by the Company increased 110% to $30.6 billion for the quarter ended
May 31, 2001, up from $14.5 billion for the quarter ended May 31, 2000. The increase in loan production was driven largely by an
increase in refinance activity.
Total loan production by purpose and by interest rate type is summarized below.
- -------------------------------------------- --------------------------------------- --------
(Dollar amounts in millions) Loan Production
Three Months Ended
May 31,
- -------------------------------------------- --------------------------------------- --------
2001 2000
------------- ----------------
Purchase $13,184 $11,595
Refinance 17,435 2,951
------------- ----------------
Total $30,619 $14,546
============= ================
------------- ----------------
Fixed Rate $27,782 $11,145
Adjustable Rate 2,837 3,401
------------- ----------------
Total $30,619 $14,546
============= ================
- ---------------------------------------------------------------------------------------------
Total loan production by Segment is summarized below.
- -------------------------------------------- --------------------------------------- --------
(Dollar amounts in millions) Loan Production
Three Months Ended
May 31,
- -------------------------------------------- --------------------------------------- --------
2001 2000
------------- ----------------
------------- ----------------
Consumer Mortgages $19,645 $ 8,525
Capital Markets 10,974 6,021
------------- ----------------
Total $30,619 $14,546
============= ================
- ---------------------------------------------------------------------------------------------
The factors which affect the relative volume of production among the Company's segments include the price competitiveness of each
Segment's various product offerings, the level of mortgage lending activity in each Segment's market and the success of each
segment's sales and marketing efforts.
Non-traditional loan production (which is included in the Company's total volume of loans produced) is summarized below.
- -------------------------------------------- --------------------------------------- --------
Non-Traditional
(Dollar amounts in millions) Loan Production
Three Months Ended
May 31,
- -------------------------------------------- --------------------------------------- --------
2001 2000
------------- ----------------
Sub-prime $1,340 $1,440
Home Equity 1,303 1,131
------------- ----------------
Total $2,643 $2,571
============= ================
- ---------------------------------------------------------------------------------------------
Loan production revenue increased in the quarter ended May 31, 2001 as compared to the quarter ended
May 31, 2000 due to increased loan production and improved margins on prime credit quality, first lien mortgages, home equity and
sub-prime loan production combined with increased trading activity in the Capital Markets Segment. Sub-prime loans contributed
$64.1 million to the gain on sale of loans in the quarter ended May 31, 2001 and $60.7 million in the quarter ended May 31, 2000.
The sale of home equity loans contributed $37.5 million and $21.6 million to gain on sale of loans in the quarter ended May 31, 2001
and the quarter ended May 31, 2000, respectively. In general, loan production revenue is affected by numerous factors including the
volume and mix of loans produced and sold, channel mix, loan pricing decisions, and changes in interest rates.
Net interest income (interest earned net of interest charges) of $56.7 million for the quarter ended May 31, 2001 was up from net
interest expense of $2.9 million for the quarter ended May 31, 2000. Net interest income is principally a function of: (i) net
interest income earned from the Company's mortgage loan inventory ($56.9 million and $20.6 million for the quarter ended May 31,
2001 and the quarter ended May 31, 2000, respectively); (ii) interest expense related to the Company's mortgage-related investments
($78.4 million and $87.9 million for the quarters ended May 31, 2001 and
May 31, 2000, respectively); (iii) interest income earned from the custodial balances associated with the Company's servicing
portfolio ($52.4 million and $51.8 million for the quarters ended May 31, 2001 and May 31, 2000, respectively); and (iv) net
interest earned on CSC's net trading portfolio ($16.3 million and $6.0 million for the quarters ended May 31, 2001 and May 31,2000,
respectively).
The increase in net interest income from the mortgage loan inventory was primarily attributable to higher inventory levels
combined with an increased net earnings rate during the quarter ended May 31, 2001. The decrease in interest expense related to
mortgage-related investments resulted primarily from the sale of servicing hedge instruments combined with a decline in short-term
rates. The increase in net interest earned on CSC's net trading portfolio is due to increased trading activity in the quarter ended
May 31, 2001.
The Company recorded MSR amortization for the quarter ended May 31, 2001 totaling $227.5 million compared to $108.2 million for
the quarter ended May 31, 2000. The Company recorded recovery of previous impairment of
$26.6 million for the quarter ended May 31, 2001 compared to recovery of previous impairment of $3.3 million for the quarter ended
May 31, 2000. The primary factors affecting the amount of amortization and impairment or impairment recovery of MSRs recorded in an
accounting period are the level of prepayments during the period and the change, if any, in estimated future prepayments. To
mitigate the effect on earnings of MSR impairment that may result from increased current and projected future prepayment activity,
the Company acquires financial instruments, including derivative contracts, that increase in aggregate value when interest rates
decline (the "Servicing Hedge").
In the quarter ended May 31, 2001, the Company recognized a net loss of $107.3 million from its Servicing Hedge. This net loss
included unrealized net losses of $273.5 million and realized net gains of $166.2 million from the sale of various financial
instruments that comprise the Servicing Hedge. In the quarter ended May 31, 2000, the Company recognized a net loss of $13.3
million from its Servicing Hedge. This net loss included unrealized net losses of $6.7 million and realized net loss of $6.6
million from the sale of various financial instruments that comprise the Servicing Hedge plus option premium amortization.
The financial instruments that comprised the Servicing Hedge included interest rate floors, principal only securities (P/O
Securities"), options on interest rate swaps ("Swaptions"), options on MBS, options on interest rate futures, interest rate swaps,
principal only swaps ("P/O Swaps") and interest rate caps. With respect to the floors, options on interest rate futures and MBS,
caps, and Swaptions, the Company is not exposed to loss beyond its initial outlay to acquire the hedge instruments plus any
unrealized gains recognized to date. With respect to the interest rate swaps contracts entered into by the Company as of May 31,
2001, the Company estimates that its maximum exposure to loss over the contractual terms is $1 million.
Salaries and related expenses are summarized below for the quarters ended May 31, 2001 and 2000.
---- --------------------------- -- -- ------ ------------------------------------------------- ----- -- ---- -----
(Dollar amounts in Quarter Ended May 31, 2001
thousands)
-- ------ ------------------------------------------------- ----- -- ---- -----
---- --------------------------- --
Consumer Institutional Corporate
Businesses Businesses Administration Total
---- --------------------------- -- ----------------- -- ---------------- -- ----------------- - ------------------
Base Salaries $57,263 $46,486 $33,766 $137,515
Incentive Bonus 70,679 17,381 7,466 95,526
Payroll Taxes and Benefits 13,230 7,684 7,511 28,425
----------------- ---------------- ----------------- ------------------
Total Salaries and Related
Expenses $141,172 $71,551 $48,743 $261,466
================= ================ ================= ==================
Average Number of 6,302 4,500 1,920 12,722
Employees
---- --------------------------- -- ----------------- -- ---------------- -- ----------------- - ------------------
---- --------------------------- -- -- ------ ------------------------------------------------- ----- -- ---- -----
(Dollar amounts in Quarter Ended May 31, 2000
thousands)
-- ------ ------------------------------------------------- ----- -- ---- -----
---- --------------------------- --
Consumer Institutional Corporate
Businesses Businesses Administration Total
---- --------------------------- -- ----------------- -- ---------------- -- ----------------- - ------------------
Base Salaries $59,799 $32,919 $25,007 $117,725
Incentive Bonus 21,508 8,160 4,454 34,122
Payroll Taxes and Benefits 10,023 5,128 4,533 19,684
----------------- ---------------- ----------------- ------------------
Total Salaries and Related
Expenses $91,330 $46,207 $33,994 $171,531
================= ================ ================= ==================
Average Number of 5,810 3,557 1,648 11,015
Employees
---- --------------------------- -- ----------------- -- ---------------- -- ----------------- - ------------------
The amount of salaries increased during the quarter ended May 31, 2001 as compared to the quarter ended
May 31, 2000 primarily due to an increase within the institutional businesses due to a larger servicing portfolio. Incentive bonuses
earned during the quarter ended May 31, 2001 increased primarily due to an increase in production volume, additional commissioned
sales personnel in the Consumer Origination Segment and increased trading activity in the Capital Markets Segment.
Occupancy and other office expenses for the quarter ended May 31, 2001 increased to $90.2 million from $66.5 million for the
quarter ended May 31, 2000. This was primarily due to higher loan production combined with the growth in the Company's non-mortgage
banking activities.
Marketing expenses for the quarter ended May 31, 2001 decreased 21% to $15.6 million as compared to
$19.8 million for the quarter ended May 31, 2000, the bulk of the reduction coming from the Consumer Mortgage Originations Segment.
Insurance net losses are attributable to insurance claims in the B2B Insurance Segment. Insurance losses were
$34.7 million, 35% of B2B Insurance revenues, for the quarter ended May 31, 2001 as compared to $25.6 million, 37.5% of B2B Insurance
revenues, for the quarter ended May 31, 2000. The level of losses recognized in a period is dependent on many factors, a primary
driver being the occurrence of natural disasters.
Other operating expenses were $86.2 million for the quarter ended May 31, 2001 as compared to $60.2 million
for the quarter ended May 31, 2000. This increase was primarily due to higher loan production combined with growth in the B2B
insurance segment.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The primary market risk facing the Company is interest rate risk. From an enterprise perspective, the Company manages this risk by
striving to balance its loan origination (consumer and institutional) operations and mortgage-related investments, which are counter
cyclical in nature. In addition, the Company utilizes various financial instruments, including derivatives contracts, to manage the
interest rate risk related specifically to its committed pipeline, mortgage loan inventory and MBS held for sale, MSRs,
mortgage-backed securities retained in securitizations, trading securities and debt securities. The overall objective of the
Company's interest rate risk management policies is to offset changes in the values of these items resulting from changes in interest
rates.
As part of its interest rate risk management process, the Company performs various sensitivity analyses that quantify the net
financial impact of changes in interest rates on its interest rate-sensitive assets, liabilities and commitments. These analyses
incorporate scenarios including selected hypothetical (instantaneous) parallel and non-parallel shifts in the yield curve. Various
modeling techniques are employed to value the financial instruments. For mortgages, MBS and MBS forward contracts and CMOs, an
option-adjusted spread ("OAS") model is used. The primary assumptions used in this model are the implied market volatility of
interest rates and prepayment speeds. For options and interest rate floors, an option-pricing model is used. The primary assumption
used in this model is implied market volatility of interest rates. MSRs and residual interests are valued using discounted cash flow
models. The primary assumptions used in these models are prepayment rates, discount rates and credit losses.
Utilizing the sensitivity analyses described above, as of May 31, 2001, the Company estimates that a permanent 0.50% reduction in
interest rates, all else being constant, would result in a $82.4 million after-tax loss related to its other financial instruments
and MSRs and there would be no loss related to its trading securities. As of May 31, 2001, the Company estimates that this after-tax
loss of $82.4 million is the largest such loss that would occur within the range of reasonably possible interest rate changes. These
sensitivity analyses are limited by the fact that they are performed at a particular point in time, are subject to the accuracy of
various assumptions used including prepayment forecasts, and do not incorporate other factors that would impact the Company's overall
financial performance in such a scenario. Consequently, the preceding estimates should not be viewed as a forecast.
An additional, albeit less significant, market risk facing the Company is foreign currency risk. The Company has issued foreign
currency-denominated medium-term notes. The Company manages the foreign currency risk associated with such medium-term notes by
entering into currency swaps. The terms of the currency swaps effectively translate the foreign currency denominated medium-term
notes into U.S. dollars, thereby eliminating the associated foreign currency risk (subject to the performance of the various
counterparties to the currency swaps). As a result, potential changes in the exchange rates of foreign currencies denominating such
medium-term notes would not have a net financial impact on future earnings, fair values or cash flows.
Inflation
Inflation affects the Company most significantly in the areas of Mortgage Originations, Mortgage-Related Investments and Capital
Markets. Interest rates normally increase during periods of high inflation and decrease during periods of low inflation.
Historically, as interest rates increase, loan production decreases, particularly from loan refinancings. Although in an environment
of gradual interest rate increases, purchase activity may actually be stimulated by an improving economy or the anticipation of
increasing real estate values. In such periods of reduced loan production, production margins may decline due to increased
competition resulting from overcapacity in the market. In a higher interest rate environment, mortgage-related investment earnings
are enhanced because prepayment rates tend to slow down thereby extending the average life of the Company's servicing portfolio and
reducing amortization and impairment of the MSRs, and because the rate of interest earned from the custodial balances tends to
increase. Conversely, as interest rates decline, loan production, particularly from loan refinancings, increases. However, during
such periods, prepayment rates tend to accelerate (principally on the portion of the portfolio having a note rate higher than the
prevailing mortgage rates), thereby decreasing the average life of the Company's servicing portfolio and adversely impacting its
mortgage related investment earnings primarily due to increased amortization and impairment of the MSRs, and decreased earnings from
residual investments. The Servicing Hedge is designed to mitigate the impact of changing interest rates on mortgage related
investment earnings.
Seasonality
The mortgage banking industry is generally subject to seasonal trends. These trends reflect the general national pattern of sales
and resales of homes, although refinancings tend to be less seasonal and more closely related to changes in mortgage rates. Sales
and resales of homes typically peak during the spring and summer seasons and decline to lower levels from mid-November through
February. In addition, delinquency rates typically rise in the winter months, which results in higher servicing costs. However,
late charge income has historically been sufficient to offset such incremental expenses.
Liquidity and Capital Resources
The Company's principal financing needs related to its mortgage banking operations are the financing of its mortgage loan
inventory, investment in MSRs and available-for-sale securities. To meet these needs, the Company currently utilizes commercial
paper supported by revolving credit facilities, medium-term notes, MBS repurchase agreements, subordinated notes, pre-sale funding
facilities, redeemable capital trust pass-through securities, convertible debentures, securitization of servicing fee income and cash
flow from operations. In addition, in the past the Company has utilized whole loan repurchase agreements, servicing-secured bank
facilities, private placements of unsecured notes and other financings, direct borrowings from revolving credit facilities and public
offerings of common and preferred stock. The Company strives to maintain sufficient liquidity in the form of unused, committed lines
of credit to meet anticipated short-term cash requirements as well as to provide for potential sudden increases in business activity
driven by changes in the market environment.
Certain of the debt obligations of CCI and CHL contain various provisions that may affect the ability of CCI and CHL to pay
dividends and remain in compliance with such obligations. These provisions include requirements concerning net worth and other
financial covenants. These provisions have not had, and are not expected to have, an adverse impact on the ability of CCI and CHL to
pay dividends.
The principal financing needs of CCM consist of the financing of its inventory of securities and mortgage loans and its
underwriting activities. Its securities inventory is financed primarily through repurchase agreements. CCM also has access to a
$200 million secured bank loan facility and a secured lending facility with CHL.
The primary cash needs for the B2B Insurance Segment are to meet short-term and long-term obligations to policyholders (i.e.,
payment of policy benefits), costs of acquiring new business (principally commissions) and the purchases of new investments. To meet
these needs, Balboa currently utilizes cash flow provided from operations as well as through partial liquidation of its investment
portfolio from time to time.
The Company continues to investigate and pursue alternative and supplementary methods to finance its operations through the public
and private capital markets. These may include such methods as mortgage loan sale transactions designed to expand the Company's
financial capacity and reduce its cost of capital and the additional securitization of servicing income cash flows.
In connection with its derivative contracts, the Company may be required to deposit cash or certain government securities or
obtain letters of credit to meet margin requirements. The Company considers such potential margin requirements in its overall
liquidity management.
In the course of the Company's mortgage banking operations, the Company sells the mortgage loans it originates and purchases to
investors but generally retains the right to service the loans, thereby increasing the Company's investment in MSRs. The Company
views the sale of loans on a servicing-retained basis in part as an investment vehicle. Significant unanticipated prepayments in the
Company's servicing portfolio could have a material adverse effect on the Company's future operating results and liquidity.
Cash Flows
Operating Activities. In the three months ended May 31, 2001, the Company's operating activities used cash of approximately $2.6
billion on a short-term basis primarily to support an increase in mortgage loan inventory, trading securities and securities
purchased under agreements to resale. In the three months ended May 31, 2000, operating activities used cash of approximately $1.9
billion.
Investing Activities. The primary investing activity for which cash was used by the Company was the investment in MSRs. Net cash
used by investing activities was $0.04 billion for the three months ended May 31, 2001 and
$0.4 billion for the three months ended May 31, 2000.
Financing Activities. Net cash provided by financing activities amounted to $2.7 billion for the three months ended
May 31, 2001 and $2.4 billion for the three months ended May 31, 2000. The increase in cash flow from financing activities was
primarily used to fund the change in the Company's trading securities, and increase in mortgage loan inventory.
Prospective Trends
Applications and Pipeline of Loans in Process
For the month ended June 30, 2001, the Company received new loan applications at an average daily rate of $737 million. As of June
30, 2001, the Company's pipeline of loans in process was $18.7 billion. This compares to a daily application rate for the month ended
June 30, 2000 of $361 million and a pipeline of loans in process as of June 30, 2000 of $9.5 billion. The size of the pipeline is
generally an indication of the level of near-term future fundings, as historically 43% to 77% of the pipeline of loans in process has
funded. In addition, the Company's LOCK `N SHOP(R)Pipeline as of
June 30, 2001 was $2.2 billion and as of June 30, 2000 was $3.5 billion. Future application levels and loan fundings are dependent on
numerous factors, including the level of demand for mortgage loans, the level of competition in the market, the direction of mortgage
rates, seasonal factors and general economic conditions.
Market Factors
Loan production increased 110% from the quarter ended May 31, 2000 to the quarter ended May 31, 2001. This increase was
primarily due to two factors. First, mortgage interest rates were lower in the quarter ended May 31, 2001, resulting in a strong
refinance mortgage market. Second, home purchase activity was stronger in the quarter ended
May 31, 2001, than in the quarter ended May 31, 2000.
The prepayment rate in the servicing portfolio increased from 9% for the quarter ended May 31, 2000 to 29% for the quarter ended
May 31, 2001.
The Company's California mortgage loan production (as measured by principal balance) constituted 25% and 20% of its total
production during the quarters ended May 31, 2001 and May 31, 2000, respectively. Some regions in which the Company operates have
experienced slower economic growth, and real estate financing activity in these regions has been impacted negatively. The Company
has striven to diversify its mortgage banking activities geographically to mitigate such effects.
The delinquency rate in the Company's servicing portfolio, excluding sub-servicing, increased to 4.39% at
May 31, 2001 from 4.12% as of May 31, 2000. This increase was primarily the result of changes in portfolio mix and aging. Sub-prime
loans (which tend to experience higher delinquency rates than prime loans) represented approximately 7% of the total portfolio as of
May 31, 2001, up from 5% as of May 31, 2000. In addition, the weighted average age of the FHA and VA loans in the portfolio
increased to 36 months at May 31, 2001 from 32 months in May 31, 2000. Delinquency rates tend to increase as loans age, reaching a
peak at three to five years of age. Related late charge income has historically been sufficient to offset incremental servicing
expenses resulting from increased loan delinquencies.
The percentage of loans in the Company's servicing portfolio, excluding sub-servicing, that are in foreclosure increased to 0.45%
as of May 31, 2001 from 0.35% as of May 31, 2000. Because the Company services substantially all conventional loans on a
non-recourse basis, related credit losses are generally the responsibility of the investor or insurer and not the Company. While the
Company does not generally retain credit risk with respect to the prime credit quality first mortgage loans it sells, it does have
potential liability under representations and warranties made to purchasers and insurers of the loans. In the event of a breach of
these representations and warranties, the Company may be required to repurchase a mortgage loan and any subsequent loss on the
mortgage loan may be borne by the Company. Similarly, government loans serviced by the Company (21% of the Company's servicing
portfolio as of May 31, 2001) are insured by the Federal Housing Administration or partially guaranteed against loss by the
Department of Veterans Administration. The Company is exposed to credit losses to the extent that the partial guarantee provided by
the Department of Veterans Administration is inadequate to cover the total credit losses incurred. The Company retains credit risk
on the home equity and sub-prime loans it securitizes, through retention of a subordinated interest or through a corporate guarantee
of losses up to negotiated maximum amount. As of May 31, 2001, the Company had investments in such subordinated interests amounting
to $705.6 million and had reserves amounting to $74.0 million related to the corporate guarantees.
Servicing Hedge
As previously discussed, the Company's Servicing Hedge is designed to protect the value of its investment in MSRs from the effects
of increased prepayment activity that generally results from declining interest rates. In periods of increasing interest rates, the
value of the Servicing Hedge generally declines and the value of MSRs generally increases. The historical correlation of the
Servicing Hedge and the MSRs has been very high. However, given the complexity and uncertainty inherent in hedging MSRs, there can
be no assurance that future results will match the historical performance of the Servicing Hedge.
Implementation of New Accounting Standard
The Company adopted FAS 133 on March 1, 2001. At the date of adoption, the Company recorded certain transition adjustments as
required by FAS 133. There was no impact on net income as a result of such transition adjustments. However, such adjustments
resulted in the following impact on the Company's balance sheet (in millions).
Decrease in fair value of derivatives classified as assets ($93.7)
Increase in fair value of derivatives classified as ($107.2)
liabilities
Decrease in book value of hedged borrowings $107.2
Increase in book value of MSRs $81.7
Increase in book value of inventory and other assets $12.0
In September 2000, the FASB issued Statement No. 140 (FAS 140), Accounting for the Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, which replaces FAS 125 (of the same title). FAS 140 revises certain standards in the accounting for
securitizations and other transfers of financial assets and collateral, and requires some disclosures relating to securitization
transactions and collateral, but it carries over most of FAS 125's provisions. The collateral and disclosure provisions of FAS 140
were included in the February 28, 2001 financial statements. All other provisions of this Statement were adopted on April 1, 2001,
as required by the statement. The adoption of this statement did not have a material impact on the Company.
Page 26
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits
10.22 First Amendment to the 2000 Stock Option Plan of the Company
10.28 Form of Director Emeritus Agreement adopted by the Board of Directors of The Company on May 10,
10.35 Employment Agreement by and between The Company and Angelo R. Mozilo Effect March 1, 2001
12.1 Computation of the Ratio of Earnings to Fixed Charges
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Registrant)
DATE: July 13, 2001 /s/ Stanford L. Kurland
--------------------------------------
Executive Managing Director and
Chief Operating Officer
DATE: July 13, 2001 /s/ Carlos M. Garcia
--------------------------------------
Senior Managing Director; Finance,
Chief Financial Officer (Principal
Financial Officer)
EP:161023.1
EP:161023.1
FIRST AMENDMENT
TO
2000 STOCK OPTION PLAN
OF
COUNTRYWIDE CREDIT INDUSTRIES, INC.
APPENDIX 1
UNITED KINGDOM PART
APPENDIX I
This Appendix constitutes the UK Part of the Countrywide Credit Industries, Inc 2000 Stock Option Plan. The Terms of the UK Part are
as follows:
SECTION A
INTERPRETATION
(1) The following words and expressions have the following meanings except where the context otherwise requires:-
"Acquisition Price" the price, as determined by the Committee, at which each Share subject to an
Option may be acquired on the exercise of that Option which must not be less
than the Fair Market Value of a Share at the Date of Grant and, if the Option
relates to unissued Shares, its nominal value, if greater.
The Acquisition Price may be varied under Section 10 (if there is a variation in
share capital of the Company) and, if Section 12 has been applied (if there is
an exchange of options following a change of control of the Company or the
compulsory purchase of a minority interest), the "Acquisition Price" shall be
the price for the acquisition of a share in the company whose shares are subject
to Options pursuant to Section 12;
"Approval" approval of Section A as a share option scheme under Schedule 9 of ICTA 1988;
"Date of Grant" the date on which an Option is granted under Section 3;
"Employment" employment as
(a) an employee of the Company or a Subsidiary; or
(b) a director of the Company or a Subsidiary who is required to devote
substantially the whole of his working time, not being less than 25
hours per week, excluding meal breaks to the performance of his duties;
"Group" the Company and its Subsidiaries;
"ICTA 1988" Income and Corporation Taxes Act 1988;
"Issue or Reorganisation" any variation in the capital of the Company arising from or in connection with a
capitalisation issue (whether made pursuant to an enhanced scrip dividend
arrangement or otherwise) or an offer to the holders of Shares or a
subdivision, consolidation, reduction or other variation of share capital;
"Participant" any individual who has been granted an Option including, if relevant, his legal
personal representatives;
"Revenue Limit" (pound)30,000 or such other amount as may from time to time be the appropriate limit
of the purpose of paragraph 28(1) of Schedule 9;
"Schedule 9" Schedule 9 to the ICTA 1988;
"Share" an ordinary share in the capital of the Company;
(2) Other words or expressions, so far as not inconsistent with the context, shall have the same meaning as in Schedule 9.
(3) Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the
feminine.
(4) Any reference, express or implied, to an enactment includes references to:
(a) that enactment as amended, extended or applied by or under any other enactment; and
(b) any enactment which that enactment re-enacts (with or without modification).
ELIGIBILITY
(1) No person is entitled as of right to participate in the UK Part of the Plan. The Committee may extend participation from
time to time to any person holding Employment and shall decide the extent of the participation.
(2) No person shall be granted an Option if he is precluded from participating in the UK Part of the Plan by paragraph 8 of
Schedule 9.
GRANT OF OPTIONS
(1) The Committee may adopt any procedure for granting or procuring the grant of Options. The form for the time being of any
Option certificate or other document shall be determined by the Committee subject to the approval of the Inland Revenue.
(2) Options may be granted by deed. A single deed of grant may be executed in favour of any number of persons.
(3) The Date of Grant of an Option shall be the day on which the deed granting the Option is executed, or such later date as may
be specified in the deed.
(4) An Optionee may, with the consent of the Committee, renounce the Option, in whole or in part, within 30 days of the Date of
Grant and, to the extent renounced, the Option shall be treated as if it had never been granted.
(5) No Option may be granted under Section A until Approval has been obtained.
(6) As soon as practicable after an Option has been granted an Option certificate shall be sent to the Participant. The deed of
grant shall be retained and may be inspected by any Participant entitled under it.
(7) An Option shall constitute a contract between the Company and the Participant incorporating the provisions of the Plan so
far as relevant.
PROHIBITION ON ASSIGNMENT
No Option granted under the Plan may be transferred, assigned, charged or otherwise alienated (without prejudice to any
right of a person's legal personal representatives to exercise the Option following death).
LIMIT ON ISSUE OF NEW SHARES
The total number of Shares that may be issued under the Plan, including the UK Part, shall not exceed the number set forth
in the Plan. In the event of an Issue or Reorganisation, this number of Shares may be adjusted in such manner as the
Committee decides.
6. Limit on Participation
(1) The aggregate market value of Shares which an Optionee may acquire in pursuance of rights obtained under the Scheme or under
any other share option scheme approved under Schedule 9 (other than a savings related share option scheme) established by
the Company or by any associated company (within the meaning of Section 187(2) of ICTA 1988) of the Company (and not
exercised), such aggregate market value being determined at the time the rights are obtained, shall not exceed the Revenue
Limit.
(2) For the avoidance of doubt, the number of Shares in any Option shall, where necessary, be limited and take effect as that
number which ensures that the Revenue Limit is not exceeded.
7. EXERCISE OF OPTION
(1) Subject to Section 7(3) and (4), an Option shall be capable of being exercised, unless the Option has lapsed, at any time
following the earliest of:
(a) the third anniversary of the Date of Grant;
(b) the Optionee ceasing to be in Employment by reason of disability, redundancy (within the meaning of the Employment
Rights Act 1996) and retirement at any age at which the Optionee is bound to retire in accordance with the terms of
his contract of employment;
(c) the Optionee ceasing to be in Employment by reason of the Subsidiary by which he is employed ceasing to be within
the Group or by reason of the transfer or sale of the undertaking or part of the undertaking in which he is employed
to a person who is not within the Group;
(d) the occurrence of the circumstances permitting the exercise of Options specified in Section 12.
(2) An Option shall, unless the Option has lapsed, be capable of being exercised following the Optionee's death.
(3) An Option may not be exercised by an Optionee at any time when he is ineligible to participate in the Scheme by virtue of
paragraph 8 of Schedule 9.
(4) An Optionee shall not be eligible to exercise an Option at any time when he is not eligible to participate in the Plan by
virtue of paragraph 8 of Schedule 9.
(5) An Optionee shall not be treated for the purposes of Sections 7, 8, or 9 as ceasing to be in Employment until such time as
he is no longer a director or employee of any company within the Group and a female Participant who ceases Employment by
reason of pregnancy or confinement and who is entitled to exercise and subsequently exercises her statutory right (or any
corresponding contractual right) to return to work before exercising an Option shall be treated for those purposes as not
ceasing to be in Employment.
8. LAPSE OF OPTION
Unless provided otherwise elsewhere in the Sections, an Option shall lapse to the extent that it has not been exercised
(whether or not it became exercisable) by the earliest of:
(a) the tenth anniversary of the Date of Grant;
(b) the expiry of twelve months from the date on which the Optionee ceases to he in Employment by reason of death,
disability, redundancy (within the meaning of the Employment Rights Act 1996) and retirement at any age of which the
Optionee is bound to retire in accordance with the terms of his contract of employment;
(c) the expiry of six months from the date on which the Optionee ceases to be in Employment by reason of the Subsidiary
by which he is employed ceasing to be within the Group or the transfer or sale of the undertaking or part of the
undertaking in which he is employed to a person who is not within the Group;
(d) the date on which the Optionee ceases to be in Employment by reason of Cause.
(e) the expiry of three months from the date on which the Optionee ceases to be in Employment in any circumstances other
than those referred to in sub-paragraphs (b), (c) and (d) of this paragraph ;
(f) the date on which an Optionee enters into a composition with his creditors in satisfaction of his debts or a
bankruptcy order is made against him.
9. CESSATION OF EMPLOYMENT - SPECIAL CIRCUMSTANCES
If an Option would lapse at the end of any period specified in Section 7 following the cessation of the Participant's
Employment the Committee may, at least three months prior to the end of that period, defer the lapse of his Option until the
end of such longer period as it may determine, provided that Options shall not be exercisable after the tenth anniversary of
the Date of Grant.
10. MANNER OF EXERCISE AND ISSUE OR TRANSFER OF SHARES
(1) An Option may be exercised by the Participant giving notice of exercise in a form approved by the Committee to the Company
accompanied by the relevant option certificate and payment of the total Acquisition Price of the Shares in respect of which
the Option is exercised.
(2) An Option may be exercised in whole or in part and, in the event of an Option being exercised in part the Committee may call
in or cancel any outstanding option certificate and furnish the Participant with details of the date on which the Option was
last exercised and the number of Shares outstanding under the Option. The Committee may determine at the Date of Grant that
the Option may only be exercised in respect of a reasonable minimum number of Shares and/or in respect of a multiple of any
round number of Shares, or in respect of the balance of Shares outstanding in the Option.
(3) Shares in respect of which the Option has been exercised shall be allotted or transferred within 30 days of the date of
exercise.
(4) Shares issued under the Plan will rank pari passu in all respects with issued Shares of the same class. However, they will
not be entitled to any rights attaching to Shares by reference to a record date prior to the date of allotment of Shares
pursuant to the exercise of the Option prior to the date of exercise of the Option
11. ISSUE OR REORGANISATION
(1) In the event of any Issue or Reorganisation:
(a) the number of Shares comprised in an Option; and/or
(b) the Acquisition Price under an Option
may be adjusted in such manner as the Committee decides, with the prior approved of the Inland Revenue.
(2) If an Option relates to unissued Shares an adjustment under paragraph (1) above may reduce or further reduce the Acquisition
Price below the nominal value of a Share if:
(a) a part of the reserves of the Company equal to the difference between the adjusted Acquisition Price and the nominal
value of the Shares concerned ("Relevant Amount") is capitalised when the Option is exercised so as to pay up the
Relevant Amount; and
(b) the Company has sufficient reserves available.
(3) The Committee may notify Participants of any adjustments made under this Section 11 and may call in, cancel, endorse, issue
or reissue any option certificate or deed of grant following an adjustment.
12. TAKEOVER, RECONSTRUCTION AND voluntary winding-up of the company
(1) Upon the occurrence of a Corporate Change an Optionee may, subject to the provisions of Section 8, be entitled to exercise
his Option.
(2) For the purposes of Options granted under this Part, the word "merger" in the Plan shall mean a transaction whereby any
company:
(a) obtains Control (as defined for the purposes of this Section 23 in Section 840 of ICTA) of the Company as a result
of making:
(i) a general offer to acquire the whole of the issued share capital of the Company which is made on a
condition such that if it is satisfied the person making the offer will have Control of the Company; or
(ii) a general offer to acquire all the shares in the Company which are of the same class as the Plan shares; or
(b) obtains Control of the Company in pursuance of a compromise or arrangement under local law similar to Section 425 of
the Companies Act 1985 (schemes of arrangement); or
(c) becomes bound or entitled to acquire Shares under local law similar to Sections 428 to 430F of the Companies Act
1985 (compulsory purchase of minority interests).
13. AMENDMENT to Plan Sections and additional sections
(1) Subject to paragraph (3) and (4) below the Committee may by resolution at any time amend this Part in any respect except
that any amendment made when the Scheme is approved under Schedule 9 shall not have effect until approved by the Inland
Revenue.
(2) No amendment shall be made under paragraph (1) which would abrogate or materially affect adversely the subsisting rights of
an Optionee unless it is made with his written consent or by a resolution passed as if the Options constituted a separate
class of share capital and the provisions of the By-laws of the Company.
(3) No amendment to the advantage of Optionees (except for an amendment which could be included in an additional section adopted
under paragraph (2) above) may be made to:
(a) the persons to whom Options may be granted under the Plan;
(b) the limitations on the number of Shares which may be issued under the Plan;
(c) the determination of the Acquisition Price;
(d) the rights of Optionees in the event of an Issue or Reorganisation;
(e) the terms of this paragraph 13(3);
without the prior approval by ordinary resolution of the Company in general meeting except in the case of a minor amendment
to benefit the administration of this Plan, to take account of a change in legislation or to obtain or maintain favourable
tax, exchange control or regulatory treatment for participants in the Plan, the Company, or any subsidiary.
- 11 -
Error! Unknown document property name.
SECTION B
1. Subject as specified below, this Section shall incorporate all the provisions of Section A set out above.
2. This Section shall not be approved by the Inland Revenue under Schedule 9 to the Income and Corporation Taxes Act 1988.
Accordingly, the definitions of "Approval", "Revenue Limit" and "Schedule 9" shall not apply and references in Section A to
these definitions and, in particular, Rule 7(1) shall have no effect, and any provision which would otherwise require Inland
Revenue approval to be obtained or which is otherwise referable solely to Inland Revenue requirements shall not apply.
3. Notwithstanding any provision of Section A, an Option granted under Section B shall lapse to the extent that it has not been
exercised (whether or not it became exercisable) or cancelled on the expiry of ten years following the Date of Grant.
4. The Committee shall designate whether an Option is granted under Section A or B.
5. The Committee may determine that any Option granted under Section B shall be subject to additional and/or modified terms and
conditions, having regard to any securities, exchange control or taxation laws, regulations or practice which may have
application to the Optionee, Company or any Subsidiary. In particular the Committee may:
(1) require an Optionee to make such declarations and take such other action (if any) as may be required under, or as
may be expedient or desirable for any purpose of, securities, tax or other law; and
(2) adopt supplemental rules governing the granting of Options to, and the exercise of Options by, an Optionee as may be
required under, or as may be expedient or desirable for any purpose of, local securities, tax or other law,
but any modification and/or the adoption of supplemental rules shall be subject to Rule (13(2)) of Section A.
6. (1) Each Option granted under this Section B is subject to the condition that an exercise
of the Option shall not be valid unless the Participant has, in addition to complying with the other requirements of
this Section B, paid to the member of the Group which is (or, in the case of an Optionee no longer employed by the
Group, was) his employer, or otherwise provided for (in a manner satisfactory to that member of the Group), an
amount equal to the income tax and/or primary Class 1 National Insurance Contributions, if appropriate (or local
equivalent in jurisdictions other than the United Kingdom) which any member of the Group may be required to pay by
reason of that exercise.
(2) Without limitation to (1) above, the Company, any member of the Group which is an Optionee's employer may withhold
any amount and make such arrangements as it considers necessary to meet any liability of the Optionee to taxation or
social security contributions in respect of the grant, exercise or cancellation of options (or otherwise from
benefits delivered under this Scheme). These arrangements may include the sale of any shares on behalf of an
Optionee, unless the Optionee discharges the liability himself.
(3) The grant of the option constitutes the agreement of the Optionee:
(i) to allow the employer to recover (whether by deduction or otherwise) the whole of any secondary class I
national insurance contributions payable in respect of a gain that is treated as remuneration derived from
the Participant's employment by virtue of section 4(4)(a) of the Social Security and Benefits Act 1992,
such agreement being an agreement for the purpose of paragraph 3A(2) of Schedule 1 to that Act; and
(ii) to make and join in the making at any time if the Company so requests, of an election under paragraph 3B(1)
of Schedule 1 to that Act,
and the grant of the option irrevocably constitutes the Company as the attorney of the Participant, by way of
security, for its purposes of the Powers of Attorney Act 1971 for the purpose of making and joining in any such
election.
COUNTRYWIDE CREDIT INDUSTRIES
DIRECTOR EMERITUS AGREEMENT
Director Emeritus Agreement (the "Agreement"), dated as of [____________] by and between Countrywide Credit Industries, Inc., a
Delaware corporation (the "Company"), and [_____] (the "Director Emeritus").
WHEREAS, at a meeting of the Board of Directors of the Company (the "Board") duly held on February 11, 1987, the Board adopted
resolutions authorizing the creation of a Director Emeritus position for directors of the Company who no longer serve as an
active member of the Board;
WHEREAS, at a meeting of the Board duly held on May 10, 2001, the Board adopted resolutions setting forth revised criteria for
the position of Director Emeritus;
WHEREAS, Director Emeritus has separated from active membership on the Board and desires to be appointed to the position of
Director Emeritus; and
WHEREAS, the Company desires to appoint the Director Emeritus to the position of Director Emeritus in order to receive
valuable advisor and consultation services from the Director Emeritus.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the
parties hereto agree as follows:
1. Appointment of Director Emeritus. The Company hereby appoints the Director Emeritus, and the Director Emeritus
consents to [his][her] appointment, to the position of Director Emeritus.
2. Duties. The Director Emeritus hereby covenants and agrees to make [himself][herself] available to the
Company and its subsidiaries on policy matters with respect to the business and affairs of the Company and its subsidiaries as the
Board or senior management of the Company may reasonably request from time to time, and to attend meetings as reasonably requested by
the Company at mutually convenient times and places to provide advice and consultation on such business matters as the Board or
senior management of the Company may determine; provided, however, that the Director Emeritus will not be required to devote more
than five hours per month. In this regard, the Company shall provide the Director Emeritus reasonable notice of such obligation and
the Director Emeritus shall have the right to reschedule commitments to the Company to accommodate the requirements of [his][her]
outside interests provided that the Director Emeritus gives the Company reasonable notice of such intention to reschedule. Such
services shall be rendered on a non-exclusive basis and the Director Emeritus shall have the right during the term of this Agreement
to perform consulting services or services as an employee, officer or director for such other entities or persons as he shall desire;
provided that such services do not cause the Director Emeritus to violate the covenants contained in Section 3 hereof.
3. Restrictive Covenants. Director Emeritus further covenants and agrees that during the term of this
Agreement, [he][she] will maintain strict confidentiality covering those affairs of the Company that a representative of the Company
designates to Director Emeritus as confidential, and absent such a written designation, Director Emeritus may assume any
communications between the Company and the Director Emeritus are not to be deemed as confidential. Director Emeritus will refrain
from entering into an employment or consulting arrangement with, and from supplying any information or materials to, any direct and
indirect competitor of the Company or its subsidiaries. In the event the Director Emeritus is not certain whether an enterprise is a
direct or indirect competitor of the Company or any of its subsidiaries, [he][she] shall promptly notify the Company's Board of the
name of such enterprise, and the Company's determination shall be binding and conclusive.
4. Compensation. In return for [his][her] being bound by this Agreement, the Director Emeritus shall be entitled to
the benefits afforded to a Director Emeritus under (a) the Company's stock option program, and (b) the Company's medical program.
Restricted stock granted to the Director Emeritus prior to the date of this Agreement shall continue to vest in accordance with its
terms as though [he][she] remains as an active member of the Board. In addition, the Company shall provide for a payment to the
Director Emeritus, if requested to attend, and does attend, a meeting of the Board, in an amount not less than the then-current per
meeting fee payable to non-employee directors of the Company for attending meetings of the Board, plus reasonable expenses incurred
in connection with such attendance.
5. Term of Agreement. The term of this Agreement is for the life of the Director Emeritus. However,
the Director Emeritus may terminate this Agreement at any time upon 30 days written notice to the Company in which event the duties
and restrictions of Sections 2 and 3 hereof shall terminate at the expiration of the 30-day notice period.
6. Independent Contractor. The Director Emeritus shall act and perform at all times as an independent
contractor under this Agreement, and nothing contained in this Agreement shall be considered or applied as to create or imply the
relationship of partners, of agency, of joint ventures or of employer and employee between the parties hereto. Other than as stated
herein, the Director Emeritus shall not be eligible to participate in any existing or future employee benefit plans of the Company.
7. Severability. If any term or provision of this Agreement shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
8. Entire Agreement. It is understood and agreed that this Agreement expresses the complete and final understanding
between the parties hereto, and that this Agreement may not be changed or modified except by written agreement executed by both
parties hereto.
9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
successors of the Company and its assigns. This Agreement shall not be assignable by the Director Emeritus, and any attempted assignment
shall render this Agreement null and void.
10. Governing Law. This Agreement shall be construed, interpreted and governed by the law of the State of California.
11. Notices. Any notice required or permitted to be given hereunder shall be sufficient if in writing, delivery by
first class mail or by courier, and shall be deemed to have been duly given when sent:
If to the Company, to:
Countrywide Credit Industries, Inc.
4500 Park Granada, MS: CH-11
Calabasas, California 91302
Attn: General Counsel
If to the Director Emeritus, to:
or to such other address as either party may specify in writing to the other party.
12. Arbitration. Any controversy or claim arising out of, or relating to, this Agreement or the breach thereof, including
but not limited as to whether any enterprise is a competitor of the Company under Section 3, shall be settled by arbitration in accordance
with the rules then obtaining the American Arbitration Association, and judgement upon the award rendered may be entered in any court having
jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By:
Angelo R. Mozilo
Chairman
DIRECTOR EMERITUS
[Insert Name]
S:\lois\Jerry\Director Emeritus Agreement.doc
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 1, 2001 by and between Countrywide Credit
Industries, Inc., a Delaware corporation ("Employer"), and Angelo R. Mozilo ("Officer").
W I T N E S S E T H:
WHEREAS, Officer currently holds the offices of Chairman of the Board of Directors, President and Chief Executive Officer of
Employer;
WHEREAS, Employer desires to obtain the benefit of continued services of Officer and Officer desires to continue to render
services to Employer;
WHEREAS, the Board of Directors of Employer (the "Board") has determined that it is in Employer's best interest and that of
its stockholders to recognize the substantial contribution that Officer has made and is expected to continue to make to Employer's
business and to retain his services in the future;
WHEREAS, Employer and Officer set forth the terms and conditions of Officer's employment with Employer under an employment
agreement entered into as of March 1, 1991 (the "Original Agreement");
WHEREAS, Employer and Officer entered into Amendment No. 1 to Employment Agreement as of November 5, 1992 , entered into
Amendment No. 2 to Employment Agreement as of November 10, 1992, entered into a Restated Employment Agreement as of February 2, 1993,
entered into a Second Restated Employment Agreement as of March 26, 1996, as amended by Amendment No. 1 to Employment Agreement dated
as of July 25, 1997 and Amendment No. 2 to Employment Agreement dated as of February 4, 1998, entered into a Third Restated
Employment Agreement, as of March 1, 2000 and entered into a Fourth Restated Employment Agreement as of September 11, 2000 (the
"Fourth Restated Agreement"); and
WHEREAS, Employer and Officer desire to set forth the continued terms and conditions of Officer's employment with Employer
under this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
1. Term. Employer agrees to employ Officer and Officer agrees to serve Employer, in accordance with the terms hereof,
for a term beginning on March 1, 2001 and ending on February 28, 2006 (the "Expiration Date"), unless earlier terminated in
accordance with the provisions hereof (the "Termination Date"). From and after the Termination Date, Officer shall cease to be an
employee and officer of Employer and all of its affiliates and Employer shall, in the case of termination of Officer's employment
pursuant to Section 6(c) or 6(e), retain Officer as, and Officer shall serve Employer as, an independent consultant in accordance
with the terms of the form of consulting agreement attached hereto as Appendix B (the "Consulting Agreement") which shall hereby be
deemed executed by the Employer and Officer upon the applicable Termination Date.
2. Specific Position; Duties and Responsibilities. Employer and Officer hereby agree that, subject to the provisions
of this Agreement, Employer will employ Officer and Officer will serve Employer and its subsidiaries as Chairman of the Board,
President and Chief Executive Officer of Employer. Employer agrees that Officer's duties hereunder shall be the usual and customary
duties of the offices of Chairman of the Board, President and Chief Executive Officer and such further duties consistent therewith as
may be designated from time to time by the Board and shall not be inconsistent with the provisions of the charter documents of
Employer or applicable law. Officer shall have such executive power and authority as shall reasonably be required to enable him to
discharge his duties in the offices that he may hold. All compensation paid to Officer by Employer or any of its subsidiaries shall
be aggregated in determining whether Officer has received the benefits provided for herein.
3. Scope of this Agreement and Outside Affiliations. During the term of this Agreement, Officer shall devote his full
business time and energy, except as expressly provided below, to the business, affairs and interests of Employer and its
subsidiaries, and matters related thereto. Officer agrees that he will endeavor to promote the business, affairs and interests of
Employer and its subsidiaries and perform services contemplated hereby in accordance with the policies established by the Board,
which policies shall be consistent with this Agreement. Officer agrees to serve in the capacity of chief executive officer for one
or more (direct or indirect) subsidiaries of Employer as the Board may from time to time request, subject to appropriate
authorization by the subsidiary or subsidiaries involved and any limitation under applicable law. Officer agrees that the
remuneration provided for in this Agreement shall be in full satisfaction of any and all of the services contemplated to be provided
by Officer under this Agreement including, without limitation, those described in the preceding sentence. Officer's failure to
discharge an order or perform a function because Officer reasonably and in good faith believes such would violate a law or regulation
or be dishonest shall not be deemed a breach by him of his obligations or duties pursuant to any of the provisions of this Agreement,
including without limitation pursuant to Section 6(d) hereof.
During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of the
Board, compete, directly or indirectly, with Employer in the businesses then conducted by Employer.
Officer may serve as a director or in any other capacity of any business enterprise, including an enterprise whose
activities may involve or relate to the business of Employer, provided that such service is expressly approved by the Board. Officer
may, without seeking or obtaining approval by the Board, (i) make and manage personal business investments of his choice; and (ii)
serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association.
4. Compensation and Benefits.
(a) Base Salary. Employer shall pay to Officer a base salary in the 2002 Fiscal Year of Employer or portion
thereof at the annual rate of $1,750,000; and on March 1 of each Fiscal Year of Employer or portion thereof during the term of this
Agreement following Employer's 2002 Fiscal Year, Officer's base salary shall be increased for such Fiscal Year or portion thereof by
an amount determined by the Compensation Committee prior to the beginning of the Fiscal Year as to which the increased base salary is
to be paid, provided that such annual increase shall not be less than $200,000.
(b) Incentive Compensation. Employer shall pay to Officer for each of the Fiscal Years during the term of this
Agreement an incentive compensation award in the amount of the incentive compensation award paid to Officer for the previous Fiscal
Year, multiplied by a fraction (the "Performance Ratio") the numerator of which is the earnings per share on a diluted basis of
Employer, as reported in the audited Financial Statements included in Employer's Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the "EPS"), during such current Fiscal Year, and the denominator of which is the EPS for the previous Fiscal
Year (adjusted proportionately in the event Employer (A) declares a stock dividend on its common stock, (B) subdivides its
outstanding common stock, (C) combines the outstanding shares of its capital stock into a smaller number of common stocks or (D)
issues any shares of its capital stock in a reclassification of the common stock (including any such reclassification in connection
with a consolidation or merger in which Employer is the continuing or surviving corporation)); provided, however, that the
Compensation Committee of the Board (the "Compensation Committee") may reduce the amount of any incentive compensation award in the
event there is a substantial distortion in EPS for the Fiscal Year in respect of which the award is being paid resulting from an
acquisition, a divestiture, or a change in accounting standards. Notwithstanding anything to the contrary contained in this
Agreement, in no event shall the Performance Ratio be less than zero. Employer shall pay the incentive compensation award described
in this Section 4(b) for each Fiscal Year or portion thereof, as applicable, as early after the end of such Fiscal Year as
practicable but in no event more than 90 days after the end of such Fiscal Year. In the event Officer's employment hereunder shall
terminate, other than pursuant to Section 6(d) below, on or before the last day of any Fiscal Year, Officer or his estate shall be
entitled to receive an incentive compensation award for such portion of the Fiscal Year during which Officer was employed hereunder
on the same terms as set forth in the foregoing provisions of this Section 4(b) except that it shall be calculated as follows: The
compensation award as otherwise calculated pursuant to the foregoing provisions of this Section 4(b) shall be multiplied by a
fraction, the numerator of which is the number of days during the Fiscal Year that Officer was employed hereunder, and the
denominator of which is 365. Notwithstanding anything to the contrary in this Section 4(b), payment of any incentive compensation
award hereunder must follow a decision by the Compensation Committee of the Board of Directors to the effect that the requisite
performance levels were achieved.
(c) Stock Options. In consideration of Officer having entered into this Agreement, Employer shall grant to
Officer a stock option in respect of 650,000 shares of Employer's common stock on the date that this Agreement is fully executed. On
June 1, 2001 and each June 1 thereafter during the term of this Agreement (or on such earlier date following the expiration of a
Fiscal Year of Employer as the Compensation Committee may, from time to time, determine to make option grants), Employer shall also
grant to Officer stock options for such number of shares of Employer's common stock as the Compensation Committee in its sole
discretion determines, taking into account Officer's and Employer's performance in each of such Fiscal Years and the competitive
practices then prevailing regarding the granting of stock options, provided that any such stock option grant shall not be in an
amount less than 350,000 shares of Employer's common stock; it being understood that such minimum number of shares shall be adjusted
in the case of stock splits and stock splits effected by means of stock dividends to the same extent that the number of shares
available for grant under the Countrywide Credit Industries, Inc. 2000 Stock Option Plan (the "2000 Plan") or such other stock option
plan or plans as may be or come into effect during the term of this Agreement are adjusted upon such occurrences. All stock options
granted in accordance with this Section 4(c) shall be granted pursuant to the 2000 Plan, or such other stock option plan or plans as
may be or come into effect during the term of this Agreement, (i) shall have a per share exercise price equal to the fair market
value (as defined in the 2000 Plan or such other plan or plans) of the common stock at the time of grant, (ii) shall vest as to
one-third of their respective underlying shares on each anniversary of the date of grant provided Officer is then employed by
Employer or is then serving Employer as a consultant pursuant to the Consulting Agreement, (iii) shall become fully vested in the
event of a Change in Control (provided Officer's employment has not earlier terminated or Officer is then serving Employer as a
consultant pursuant to the Consulting Agreement) or a termination pursuant to Section 6(a), 6(b), or 6(e) (an "Acceleration Event"),
(iv) shall have a term of ten (10) years and be exercisable to the extent vested for the remainder of such term following an
Acceleration Event or Officer's termination of employment pursuant to Section 6(c) hereof, and (v) shall be subject to other
provisions as determined by the Compensation Committee that are not inconsistent with the foregoing. In the event of a merger,
consolidation or reorganization in which Employer is not the surviving corporation or in which it survives as a subsidiary of another
corporation or entity (a "Transaction"), and the shares of equity securities of the surviving corporation or entity or parent thereof
are publicly traded on a recognized stock exchange or over the counter market, the stock options to be granted pursuant to this
Section 4(c) after the date of the Transaction shall be granted in accordance herewith with respect to securities of the surviving
corporation or entity or parent thereof, as applicable, with the number of shares subject to options to be granted to equal the
product of (x) the amount of shares subject to the options set forth in this Section 4(c) and (y) a fraction the numerator of which
is the per share fair market value of the Employer's securities and the denominator of which is the per share fair market value of
the publicly-traded common or ordinary equity securities of the surviving corporation or entity or parent thereof, in each case as of
the date of consummation of the Transaction, and to give effect to the intent of the parties as set forth in this Section 4(c). The
stock options granted pursuant to this Section 4(c) shall consist of incentive stock options to the extent permitted by law or
regulation. In order to qualify for any grant pursuant hereto, Officer must be employed by Employer on the last day of the fiscal
year to which such grant relates. From and after the Termination Date, the Officer shall no longer be entitled to receive additional
options under this Section 4(c) other than those which were due for previously completed fiscal years.
(d) Additional Benefits. Except as provided in Section 5 hereof, Officer shall also be entitled to all rights
and benefits for which he is otherwise eligible under any bonus plan, stock purchase plan, participation or extra compensation plan,
executive compensation plan, pension plan, profit-sharing plan, life and medical insurance policy, second-to-die life insurance
coverage, executive medical examination program, executive long-term disability policy, financial planning services program or other
plans or benefits, which Employer or its subsidiaries may provide for him, or provided he is eligible to participate therein, for
senior officers generally or for employees generally, during the term of this Agreement (collectively, "Additional Benefits").
Except as provided in Section 5 hereof, this Agreement shall not affect the provision of any other compensation, retirement or other
benefit program or plan of Employer.
(e) Continuation of Benefits. If Officer's employment is terminated pursuant to Section 6(a), 6(b) or 6(e)
hereof, Employer shall continue for the period specified in Section 6(a) or 6(b) hereof or three years in the case of a termination
pursuant to Section 6(e) hereof (the "Continuation Period"), as the case may be, to provide benefits that are no less favorable in
the aggregate than those Additional Benefits (other than qualified pension or profit sharing plan benefits and option, equity or
stock appreciation or other incentive plan benefits as distinguished from health, disability and welfare type benefits) which were
being provided to the Officer and his dependents and beneficiaries immediately prior to Officer's Termination Date (or in the case of
a termination after a Change in Control, those benefits which were being provided immediately preceding the Change in Control), but
only to the extent that Officer is not entitled to comparable benefits from other employment. If Officer's employment is terminated
pursuant to Section 6(a), 6(b), 6(c) or 6(e) hereof, Employer shall, from the Expiration Date in the case of a termination pursuant
to Section 6(c) or from the end of the Continuation Period in the case of a termination pursuant to Section 6(a), 6(b) or 6(e),
provide to Officer and his spouse (or solely to Officer's spouse in the case of a termination pursuant to Section 6(b)) Retiree
Medical Coverage (as hereinafter defined). For a period of two years after the Termination Date, Employer shall provide the Officer
outplacement services at its cost. As used in this Section 4(e), "Retiree Medical Coverage" shall mean medical insurance coverage
for each of Officer's and his spouse's lifetime (or solely for his spouse's lifetime in the case of a termination pursuant to Section
6(b)) that, in conjunction with the coverage available to Officer and his spouse pursuant to Medicare Part B, if any, is
substantially similar in the aggregate to the coverage provided to Officer and his spouse immediately prior to the Termination Date.
(f) Deferral of Amounts Payable Hereunder. In the event Officer should desire to defer receipt of any cash
payments to which he would otherwise be entitled hereunder, he may do so in accordance with the terms and conditions of the
Countrywide Credit Industries, Inc. Amended and Restated Deferred Compensation Plan (the "Deferred Compensation Plan"), or in the
absence of such Deferred Compensation Plan or any successor plan that is substantially similar to the Deferred Compensation Plan, he
may present such a written request to the Compensation Committee which, in its sole discretion, may enter into a separate deferred
compensation agreement with Officer.
5. Enhanced SERP. Except following termination of Officer's employment pursuant to Section 6(d) hereof, in lieu of
Officer's current supplemental retirement benefit entitlement under the 1998 Amendment and Restatement of Employer's Supplemental Executive
Retirement Plan, as amended by the First Amendment to the SERP effective January 1, 1999, the Second Amendment to the SERP effective June
30, 1999 and any subsequent amendment thereto (the "Plan") and incorporating by reference any Plan Agreement (as defined in the Plan)
entered into by Officer (collectively, the "Current SERP"), Employer shall provide to Officer an enhanced supplemental retirement benefit
under the Plan (the "Enhanced SERP") as follows:
(a) Full Benefit. If Officer's employment terminates pursuant to Section 6(a), 6(b), 6(c) or 6(e) hereof, the Enhanced SERP
shall be governed by the terms of the Plan in all respects except that the Benefit Amount (defined in Section 1.3 of the Plan) shall equal
the New Benefit Amount (as hereinafter defined).
(b) Vested Benefit. If Officer's employment terminates for any reason other than pursuant to Section 6(a), 6(b), 6(c), 6(d) or
6(e) hereof, the Enhanced SERP shall be governed by the terms of the Plan in all respects except that the Benefit Amount shall equal the (i)
Benefit Amount (determined without regard to the provisions of this Section 5) plus (ii) (A) the excess over the Benefit Amount (determined
without regard to the provisions of this Section 5) of the New Benefit Amount times (B) the Vested Percentage (as hereinafter defined).
(c) Lump Sum Benefit. Notwithstanding anything to the contrary in the Plan, in the event that, under the terms of the Plan,
the Enhanced SERP shall be payable in a lump sum, the amount of such lump sum shall be determined using a discount rate equal to 7%.
(d) Cause. If Officer's employment terminates pursuant to Section 6(d) hereof, Officer shall not be entitled to the
Enhanced SERP and Officer's supplemental retirement benefit shall be governed by the terms of the Current SERP.
(e) The Enhanced SERP provided by this Section 5 shall be deemed in all respects to be provided under, and be part of,
the Plan and to the extent the provisions of the Plan are inconsistent with the provisions of this Section 5, the provisions of this Section
5 shall govern and, as it affects Officer, the Plan shall be deemed amended accordingly.
(f) Definitions. As used in this Section 5, the following terms shall have the meaning indicated below:
(i) "New Benefit Amount" shall mean an amount equal to the Benefit Amount calculated (A) without regard to Section
1.3(v) of the Plan, (B) using a discount rate equal to 7% and the 1983 Group Annuity Mortality Table for determining the actuarial
equivalence of the annual amounts in Sections 1.3(ii), 1.3(iii) and 1.3(iv) of the Plan and (C) with Section 1.3(i) of the Plan being deemed
to read in its entirety as follows:
"60% of the average of Participant's three (3) highest fiscal years of combined annual base salary and
annual bonus (whether paid currently or deferred) during the ten (10) fiscal years preceding
Participant's termination of employment with all Employers; provided that the amount determined pursuant
to this clause (i) shall in no event exceed $3,000,000; less"
(ii) "Vested Percentage" shall mean a percentage not to exceed 100% and equal to 20% times the number of full
twelve (12) month periods from the date of this Agreement until Officer ceases to be employed by Employer for any reason other than pursuant
to Section 6(a), 6(b), 6(c), 6(d) or 6(e) hereof.
6. Termination. The compensation and benefits provided for herein and the employment of Officer by Employer shall be
terminated only as provided for below in this Section 6:
(a) Disability. In the event that Officer shall fail, because of illness, injury or similar incapacity
("Disability"), to render for four (4) consecutive calendar months, or for shorter periods aggregating one hundred eighty (180) or
more calendar days in any twelve (12) month period, services contemplated by this Agreement, Officer's full-time employment hereunder
may be terminated, by written Notice of Termination from Employer to Officer; and thereafter, Employer shall continue, from the
Termination Date until Officer's death or the fifth anniversary of such notice, whichever first occurs (the "Disability Payment
Period"), (i) to pay compensation to Officer, in the same manner as in effect immediately prior to the Termination Date, in an amount
equal to (1) fifty percent (50%) of the then existing base salary payable immediately prior to the termination, minus (2) the amount
of any cash payments to him under the terms of Employer's disability insurance or other disability benefit plans or Employer's
tax-qualified Defined Benefit Pension Plan, and any compensation he may receive pursuant to any other employment, and (ii) to provide
during the Disability Payment Period the benefits specified in Section 4(e) hereof.
The determination of Disability shall be made only after 30 days notice to Officer and only if Officer has not
returned to performance of his duties during such 30-day period. In order to determine Disability, both Employer and Officer shall
have the right to provide medical evidence to support their respective positions, with the ultimate decision regarding Disability to
be made by a majority of Employer's disinterested directors.
(b) Death. In the event that Officer shall die during the term of this Agreement, Officer's employment shall
terminate subject to the provisions of this Section 6(b). In such event, Employer shall pay Officer's base salary for a period of
twelve (12) months following the date of Officer's death and in the manner otherwise payable hereunder, to such person or persons as
Officer shall have directed in writing or, in the absence of a designation, to his estate (the "Beneficiary"). Employer shall also
provide to the Beneficiary during the twelve-month period following the date of the Officer's death the benefits specified in Section
4(e) hereof. If Officer's death occurs while he is receiving payments for Disability under Section 6(a)(i) above, such payments
shall cease and the Beneficiary shall be entitled to the payments and benefits under this Subsection (b), which shall continue for a
period of twelve months thereafter at the full rate of compensation in effect immediately prior to the Disability. This Agreement in
all other respects will terminate upon the death of Officer; provided, however, that the termination of the Agreement shall not
affect Officer's entitlement to all other benefits in which he has become vested or which are otherwise payable in respect of periods
ending prior to its termination.
(c) Expiration of Term. Officer's employment hereunder shall terminate on the Expiration Date.
Following the expiration of Officer's employment pursuant to this Section 6(c), all of Employer's obligations hereunder shall
terminate, provided, however, that the termination of Officer's employment pursuant to this Section 6(c) shall not affect Officer's
entitlement to his incentive compensation payable and stock options pursuant to Section 4(b) or 4(c) hereof in respect of the final
Fiscal Year of Employer during the term hereof and to all other benefits in which he has become vested or which are otherwise payable
in respect of periods ending prior to his termination of employment.
(d) Cause. Employer may terminate Officer's employment under this Agreement for "Cause." A termination for
Cause is a termination by reason of (i) a material breach of this Agreement by Officer (other than as a result of incapacity due to
physical or mental illness) which is committed in bad faith or without reasonable belief that such breach is in the best interests of
Employer and which is not remedied within a reasonable period of time after receipt of written notice from Employer specifying such
breach, or (ii) Officer's conviction by a court of competent jurisdiction of a felony, or (iii) entry of an order duly issued by any
federal or state regulatory agency having jurisdiction in the matter removing Officer from office of Employer or its subsidiaries or
permanently prohibiting him from participating in the conduct of the affairs of Employer or any of its subsidiaries or (iv) any
purported termination by Officer of his employment hereunder other than pursuant to Section 6(e) hereof. If Officer shall be
convicted of a felony or shall be removed from office and/or temporarily prohibited from participating in the conduct of Employer's
or any of its subsidiaries' affairs by any federal or state regulatory authority having jurisdiction in the matter, Employer's
obligations under Sections 4(a), 4(b) and 4(c) hereof shall be automatically suspended; provided, however, that if the charges
resulting in such removal or prohibition are finally dismissed or if a final judgment on the merits of such charges is issued in
favor of Officer, or if the conviction is overturned on appeal, then Officer shall be reinstated in full with back pay for the
removal period plus accrued interest at the rate then payable on judgments. During the period that Employer's obligations under
Sections 4(a), 4(b) and 4(c) hereof are suspended, Officer shall continue to be entitled to receive Additional Benefits under Section
4(d) until the conviction of the felony or removal from office has become final and non-appealable. When the conviction of the
felony or removal from office has become final and non-appealable, all of Employer's obligations hereunder shall terminate; provided,
however, that the termination of Officer's employment pursuant to this Section 6(d) shall not affect Officer's entitlement to all
benefits in which he has become vested or which are otherwise payable in respect of periods ending prior to his termination of
employment.
(e) Without Cause; Good Reason. Officer may terminate his employment for Good Reason and Employer may
terminate Officer's employment without Cause. For purposes of this Agreement, and except as provided in the following sentence,
"Good Reason" shall be deemed to occur if Employer notifies Officer of a termination of his employment other than pursuant to Section
6(a), 6(c), 6(d) or 6(e) hereof, or if Employer breaches this Agreement in any material respect which breach is not remedied within a
reasonable period of time after receipt of written notice from Officer specifying such breach, or if the Board (i) elects a person
other than Officer as Employer's President, Chairman of the Board or Chief Executive Officer without Officer's consent, (ii)
reorganizes management so as to require him to report to a person or persons other than the Board, (iii) requires that Officer be
based anywhere but fifty (50) miles from the office where Officer is located as of the date hereof, (iv) takes any action that
results in the Officer not being able to travel domestically by private aircraft at Employer's expense, or (v) takes any other action
which, in Officer's reasonable judgment, results in the diminution in Officer's status, title, position and responsibilities other
than an insubstantial action not taken in bad faith and which is remedied by Employer promptly after receipt of notice by Officer.
The Officer shall not have Good Reason to terminate employment with the Employer (or otherwise have the right to claim that he has
been constructively terminated from employment) due solely to the fact that the Employer shall cease to be a public company and shall
become a subsidiary of another publicly-traded corporation. Notwithstanding the foregoing, the Officer may terminate his employment
for any or no reason within two years following a "Change in Control" (as defined in Appendix A to this Agreement) and such
termination shall be considered a termination for Good Reason hereunder. If Officer's employment shall be terminated by Employer
other than for Cause or Disability or by Officer for Good Reason, then Employer shall pay Officer in a single payment, as severance
pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash
equal to three times the sum of (A) Officer's annual base salary at the Termination Date and (B) the greater of (x) the average of
the aggregate bonus and/or incentive award, if any, paid or payable to the Officer for each of the two (2) Fiscal Years preceding the
Fiscal Year in which the Officer's termination of employment occurs (or such fewer number of Fiscal Years for which the Officer was
eligible to receive a bonus and/or incentive award) and (y) the bonus and/or incentive award paid for the Fiscal Year immediately
preceding the date of the Change in Control.
(f) Notice of Termination. Any purported termination by Employer or by Officer shall be communicated by a
written Notice of Termination to the other party hereto which indicates the specific termination provision in this Agreement, if any,
relied upon and which sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination
of Officer's employment under the provision so indicated. For purposes of this Agreement, no such purported termination shall be
effective without such Notice of Termination. The "Termination Date" shall mean the date specified in the Notice of Termination,
which shall be no less than 30 or more than 60 days from the date of the Notice of Termination. Notwithstanding any other provision
of this Agreement, in the event of any termination of Officer's employment hereunder for any reason, in addition to any incentive
compensation awards or stock option grants to which Officer may otherwise be entitled pursuant to the express provisions of this
Agreement, Employer shall pay Officer his full base salary through the Termination Date, plus any Additional Benefits which have been
earned or become payable, but which have not yet been paid as of such Termination Date.
(g) Payments. Except (i) as otherwise provided herein and (ii) in the case of the payments pursuant to Section
4(e) hereof, all payments payable under this Agreement as a result of the termination of Officer's employment hereunder shall be made
within 15 days after the Termination Date or, if any portion is not then reasonably determinable, within five (5) days after such
portion is so determinable. In the event of a dispute concerning the validity of a purported termination which is maintained in good
faith, the Termination Date shall mean the date the dispute is finally resolved and Employer will continue to provide Officer with
the compensation and benefits provided for under this Agreement, until the dispute is finally resolved without any obligation by
Officer to repay any of such amounts to Employer, notwithstanding the final outcome of the dispute. Payments required to be made by
this Section 6(g) are in addition to all other amounts due under Section 6 of this Agreement and shall not be offset against or
reduce any other amounts due under Section 6 of this Agreement. Employer may require Officer to perform his then current duties to,
and services for, Employer during the period following a purported termination but before the dispute concerning such purported
termination is finally resolved in which event Employer shall provide Officer with a reasonable opportunity to perform his duties
under this Agreement during such period.
(h) Excise Tax Gross-Up.
(A) Except as provided in subsection (B), in the event it shall be determined that any payment or
distribution of any type, including accelerated vesting, to or for the benefit of the Officer, by the Employer, any "affiliate" (as
defined in Rule 405 of the Securities Act of 1933, as amended) of the Employer, any "person" (as the term "person" is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) who acquires ownership or effective control of
the Employer or ownership of a substantial portion of the Employer's assets (within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any "affiliate" of such "person," whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Payments"), is or will be subject
to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Officer shall be entitled
to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Officer of all taxes (including
any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax imposed upon
the Gross-Up Payment, the Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(B) Notwithstanding subsection (A) or any other provision of this Agreement to the contrary, in the
event that the Payments (excluding the payment provided for in subsection (A)) exceed by less than the greater of 10% or $100,000,
the maximum amount of Payments which if made or provided to the Officer would not be subject to an Excise Tax, the Officer will not
be entitled to a Gross-Up Payment and the Payments shall be reduced (but not below zero) to the extent necessary so that no Payment
to be made or benefit to be provided to the Officer shall be subject to the Excise Tax; it being the intent of the parties that the
Payments shall be reduced only if the economic detriment to the Officer (on a pre-tax basis) is less than the greater of $100,000 or
10% of the Payments. Unless Officer shall have given prior written notice to Employer specifying a different order to effectuate the
foregoing, Employer shall reduce or eliminate the Payments, first by reducing or eliminating the portion of the Payments which are
payable in cash, second by reducing or eliminating the portion of the Payments which are not payable in cash (other than Payments as
to which the Internal Revenue Service (the "IRS") Proposed Regulationsss.1.280G-1 Q/A-24(c) (or any successor provision thereto)
applies ("Q/A-24(c) Payments")), and third by reducing Q/A 24(c) Payments, in each case in reverse order beginning with payments or
benefits which are to be paid the farthest in time from the "Determination" (as defined below). Any notice given by the Officer
pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing
the Officer's rights and entitlements to any benefits or compensation.
(C) The determination of whether the Payments shall be reduced pursuant to this Agreement and the
amount of such reduction, all mathematical determinations, and all determinations as to whether any of the Payments are "parachute
payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations
as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts relevant to the last sentence of this
subsection (C), shall be made by an independent accounting firm selected by the Officer from among the five (5) largest accounting
firms in the United States or any nationally recognized financial planning and benefits consulting company (the "Accounting Firm"),
which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of
any Gross-Up Payment and any other relevant matter, both to the Employer and the Officer by no later than ten (10) days following the
Termination Date, if applicable, or such earlier time as is requested by the Employer or the Officer (if the Officer reasonably
believes that any of the Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable
by the Officer, it shall furnish the Officer and the Employer with an opinion reasonably acceptable to the Officer and the Employer
that no Excise Tax is payable (including the reasons therefor) and that the Officer has substantial authority not to report any
Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid (including through
withholding of taxes) to the Officer no later than the due date for payment of the Excise Tax. Any determination by the Accounting
Firm shall be binding upon the Employer and the Officer, absent manifest error. As a result of uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments not made by the Employer should have been made ("Underpayment"), or that Gross-Up Payments will have been made by the
Employer which should not have been made ("Overpayment"). In either such event, the Accounting Firm shall determine the amount of
the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with
any interest and penalties payable by the Officer as a result of such Underpayment) shall be promptly paid by the Employer to or for
the benefit of the Officer. In the case of an Overpayment, the Officer shall, at the direction and expense of the Employer, take
such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from,
and procedures established by, the Employer, and otherwise reasonably cooperate with the Employer to correct such Overpayment,
provided, however, that (i) the Officer shall not in any event be obligated to return to the Employer an amount greater than the net
after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and
(ii) if a Gross-Up Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to
make the Officer whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an
Overpayment may result in the Officer repaying to the Employer an amount which is less than the Overpayment. The cost of all such
determinations made pursuant to this Section shall be paid by the Employer.
7. Reimbursement of Business Expenses. During the term of this Agreement, Employer shall reimburse Officer promptly
for all expenditures (including travel, entertainment, parking, business meetings, and the monthly costs (including dues) of
maintaining memberships at appropriate clubs) to the extent that such expenditures meet the requirements of the Code for
deductibility by Employer for federal income tax purposes or are otherwise in compliance with the rules and policies of Employer and
are substantiated by Officer as required by the Internal Revenue Service and rules and policies of Employer.
8. Indemnity; Directors and Officer's Insurance.
(a) To the fullest extent permitted by applicable law, the Certificate of Incorporation and the By-Laws of Employer
(as from time to time in effect) and any indemnity agreements entered into from time to time between Employer and Officer, Employer
shall indemnify Officer and hold him harmless for any acts or decisions made by him in good faith while performing services for
Employer, and shall use reasonable efforts to obtain coverage for him under liability insurance policies now in force or hereafter
obtained during the term of this Agreement covering the other officers or directors of Employer.
(b) Employer shall, to the extent it is available on commercially reasonable terms, maintain Director's and
Officer's liability insurance during the term of this Agreement that is substantially similar in the aggregate to that in effect as
of the date of this Agreement. Any such insurance shall cover Executive's acts and omissions as an officer and/or director of the
Company, and such coverage at any time shall be no less favorable than the coverage then provided to any other director or officer
of Employer.
9. Miscellaneous.
(a) Succession. This Agreement shall inure to the benefit of and shall be binding upon Employer, its
successors and assigns, but without the prior written consent of Officer, this Agreement may not be assigned other than in connection
with a merger or sale of substantially all the assets of the Employer or similar transaction. Employer shall not agree to any such
transaction unless the successor to or assignee of Employer's business and/or assets in such transaction expressly assumes all
obligations of the Employer hereunder. The obligations and duties of Officer hereby shall be personal and not assignable.
(b) Notices. Any notices provided for in this Agreement shall be sent to Employer at 4500 Park Granada,
Calabasas, CA 91302 Attention: General Counsel/Secretary, with a copy to the Chairman of the Compensation Committee at the same
address, or to such other address as Employer may from time to time in writing designate, and to Officer at his home address as
reflected in Employer's records or at such other address as he may from time to time in writing designate. All notices shall be
deemed to have been given two (2) business days after they have been deposited as certified mail, return receipt requested, postage
paid and properly addressed to the designated address of the party to receive the notices.
(c) Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject
matter hereof, and it replaces and supersedes any prior agreements between the parties relating to said subject matter, including,
but not limited to, the Fourth Restated Agreement. No modifications or amendments of this Agreement (including, but not limited to,
the provisions of Section 4 hereof) shall be valid unless made in writing and signed by the parties hereto.
(d) Waiver. The waiver of the breach of any term or of any condition of this Agreement shall not be deemed to
constitute the waiver of any other breach of the same or any other term or condition.
(e) California Law. This Agreement shall be construed and interpreted in accordance with the laws of
California without giving effect to the conflicts of laws principles thereof.
(f) Attorneys' Fees in Action on Contract. If any litigation shall occur between the Officer and Employer,
which litigation arises out of or as a result of this Agreement or the acts of the parties hereto pursuant to this Agreement, or
which seeks an interpretation of this Agreement, the arbitrator hearing the matter shall, in his sole discretion, determine the
prevailing party in such litigation and, in addition to any other judgment or award, may, in his sole discretion, award such
prevailing party such sums as he shall find to be reasonable as and for the prevailing party's attorneys' fees and disbursements.
(g) Confidentiality. Officer agrees that he will not divulge or otherwise disclose, directly or indirectly,
any trade secret or other confidential information concerning the business or policies of Employer or any of its subsidiaries which
he may have learned as a result of his employment during the term of this Agreement or prior thereto as an employee, officer or
director of or consultant to Employer or any of its subsidiaries, except to the extent such use or disclosure is (i) necessary or
appropriate to the performance of this Agreement and in furtherance of Employer's best interests, (ii) required by applicable law,
(iii) lawfully obtainable from other sources, or (iv) authorized by Employer. The provisions of this subsection shall survive the
expiration, suspension or termination, for any reason, of this Agreement.
(h) Remedies of Employer. Officer acknowledges that the services he is obligated to render under the
provisions of this Agreement are of a special, unique, unusual, extraordinary and intellectual character, which gives this Agreement
peculiar value to Employer. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law
and it would be difficult (if not impossible) to replace these services. By reason thereof, Officer agrees and consents that if he
violates any of the material provisions of this Agreement, Employer, in addition to any other rights and remedies available under
this Agreement or under applicable law, shall be entitled during the remainder of the term to seek injunctive relief, from a tribunal
of competent jurisdiction, restraining Officer from committing or continuing any violation of this Agreement, or from the performance
of services to any other business entity, or both.
(i) Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
(j) No Obligation to Mitigate; Set-off. Officer shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise and, except as provided in Section 6(a)(i)(2) hereof, no
payment hereunder shall be offset or reduced by the amount of any compensation or benefits provided to Officer in any subsequent
employment. In addition, the amount of any payments or any benefits payable or provided hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other right which the Employer may have against the Officer for any reason.
(k) Arbitration. The parties acknowledge that they have previously entered into a Mutual Agreement to
Arbitrate Claims (the "Arbitration Agreement"). The parties hereby incorporate herein by reference the terms of the Arbitration
Agreement. Any dispute arising regarding this Agreement and/or any other matter covered by the Arbitration Agreement shall be
subject to binding arbitration pursuant to the terms of the Arbitration Agreement, except as expressly provided herein.
(l) Pooling Transactions. Notwithstanding anything contained in this Agreement to the contrary, in the event
of a Change in Control of the Employer in a transaction which is intended to be treated as a "pooling of interests" under generally
accepted accounting principles (a "Pooling Transaction"), the Board shall take such actions, if any, as are specifically recommended
by an independent accounting firm retained by the Employer to the extent reasonably necessary in order to assure that the Pooling
Transaction will qualify as such, including but not limited to (a) deferring the vesting, exercise, payment, settlement or lapsing of
restrictions with respect to any option or award, (b) providing that the payment or settlement in respect of any option or award be
made in the form of cash, shares of common stock or securities of a successor or acquirer of the Employer, or a combination of the
foregoing, (c) providing for the extension of the term of any option or award to the extent necessary to accommodate the foregoing,
but not beyond the maximum term permitted for any option or award and (d) amending, deleting or making inapplicable to the Officer
any provision in this Agreement or other arrangement pursuant to which he receives compensation, payments or benefits.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
ATTEST:
By:
Secretary
Title:
Date:
OFFICER:
Angelo R. Mozilo, in his individual capacity
ffny01 364646 Date:
APPENDIX A
To Angelo R. Mozilo Employment Agreement
A "Change in Control" shall mean the occurrence during the term of the Agreement, of any one of the following
events:
(a) An acquisition (other than directly from Employer) of any common stock or other "Voting Securities" (as
hereinafter defined) of Employer by any "Person" (as the term person is used for purposes of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of twenty five percent (25%) or more of the then outstanding shares of Employer's common stock or the
combined voting power of Employer's then outstanding Voting Securities; provided, however, in determining
whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control
Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in
Control. For purposes of this Agreement, (1) "Voting Securities" shall mean Employer's outstanding voting
securities entitled to vote generally in the election of directors and (2) a "Non-Control Acquisition"
shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by
(A) Employer or (B) any corporation or other Person of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or indirectly, by Employer (for purposes of this
definition, a "Subsidiary"), (ii) Employer or any of its Subsidiaries, or (iii) any Person in connection
with a "Non-Control Transaction" (as hereinafter defined);
(b) The individuals who, as of the date of the Agreement are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least two-thirds of the members of the Board; provided, however,
that if the election, or nomination for election by Employer's common stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however,
that no individual shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization involving Employer, unless such merger, consolidation
or reorganization is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a
merger, consolidation or reorganization of Employer where:
(A) the stockholders of Employer, immediately before such merger, consolidation or
reorganization, own directly or indirectly immediately following such merger,
consolidation or reorganization, at least seventy percent (70%) of the combined voting
power of the outstanding Voting Securities of the corporation resulting from such
merger, consolidation or reorganization (the "Surviving Corporation") in substantially
the same proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization;
(B) the individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or reorganization
constitute at least two-thirds of the members of the board of directors of the
Surviving Corporation, or in the event that, immediately following the consummation of
such transaction, a corporation beneficially owns, directly or indirectly, a majority
of the Voting Securities of the Surviving Corporation, the board of directors of such
corporation; and
(C) no Person other than (i) Employer, (ii) any Subsidiary, (iii) any employee benefit plan
(or any trust forming a part thereof) maintained by Employer, the Surviving
Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership of twenty five percent
(25%) or more of the then outstanding Voting Securities or common stock of Employer,
has Beneficial Ownership of twenty five percent (25%) or more of the combined voting
power of the Surviving Corporation's then outstanding Voting Securities or its common
stock;
(ii) A complete liquidation or dissolution of Employer; or
(iii) The sale or other disposition of all or substantially all of the assets of Employer to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities by Employer which, by reducing the number of shares
of common stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the
Subject Persons; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of
the acquisition of common stock or Voting Securities by Employer, and after such share acquisition by Employer, the Subject Person
becomes the Beneficial Owner of any additional common stock or Voting Securities which increases the percentage of the then
outstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
APPENDIX B
To Angelo R. Mozilo Employment Agreement
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") by and between Countrywide Credit Industries, Inc., a Delaware
corporation (the "Company"), and Angelo R. Mozilo (the "Consultant").
WHEREAS, the Consultant possesses an intimate knowledge of the business and affairs of the Company and its policies,
procedures, methods and personnel; and
WHEREAS, the Company desires to secure the continued services of the Consultant as a consultant to the Company and
the Consultant is willing to render such services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Consulting Term and Duties.
(a) Term. Subject to the terms and provisions of this Agreement, the Company agrees to retain the Consultant
as, and the Consultant agrees to serve the Company as, an independent consultant for a period of five (5) years commencing on the
date that this Agreement is deemed executed pursuant to Section 1 of the Consultant's employment agreement (the "Employment
Agreement") with the Company entered into as of March 1, 2001 (the "Effective Date"), unless terminated sooner as hereinafter
provided (the "Consulting Term").
(b) Duties. During the Consulting Term, the Consultant shall render such advisory and consulting services to the
Company and its affiliates as reasonably requested by the Company from time to time and commensurate with Consultant's former duties
as Chairman of the Board, President and Chief Executive Officer of the Company; provided, however, that the Consultant will not be
required to devote more than twenty (20) hours per month to the performance of such services during the Consulting Term. In this
regard, the Company shall provide the Consultant reasonable notice of such consulting obligations and the Consultant shall have the
right to reschedule commitments to the Company to accommodate the requirements of his other outside interests provided that the
Consultant gives the Company reasonable notice of such intention to reschedule. Such consulting services shall be rendered on a
non-exclusive basis and the Consultant shall have the right during the Consulting Term to perform consulting services or services as
an employee, officer or director for such other entities or persons as he shall desire; provided that such services do not cause the
Consultant to violate the covenants contained in Section 6 hereof. In addition, the Consultant agrees, if requested by the board of
directors of the Company (the "Board"), to serve, prior to a Change in Control, on the Board during the Consulting Term without
remuneration in addition to that provided for in this Agreement.
2. Compensation and Benefits.
(a) In consideration of the performance by the Consultant of the Consultant's obligations during the Consulting
Term (including any services for the Company, its affiliates or otherwise), the Company shall, during the Consulting Term, pay the
Consultant consulting fees at an annual rate of $400,000 (the "Consulting Fees"). The Consulting Fees shall be payable in equal
monthly installments.
(b) During the Consulting Term, the Company shall afford the Consultant the following benefits and perquisites:
(i) Off-site office space and secretarial support services;
(ii) One hundred (100) hours of occupancy per year of a private jet to be used, in the good faith judgment of the
Consultant, for Company business purposes;
(iii) Financial consulting services of AYCO (or another comparable financial consulting firm selected by the Consultant)
substantially similar to such services made available to senior executive officers of the Company from
time to time; and
(iv) Payment of the Consultant's annual country club dues at Sherwood Country Club in Thousand Oaks, CA, Quarry Country
Club in La Quinta, CA and Manassas Country Club in Mannassas, VA.
(c) The Consultant acknowledges and hereby agrees that the Consulting Fees and benefits provided hereunder shall be
provided to him in his capacity as an independent contractor and that he shall be solely responsible for taxes imposed on him by
applicable law by reason of such payments and benefits.
3. Expenses. Upon presentation of documentation reasonably acceptable to the Company, the Company shall reimburse the
Consultant for all reasonable expenses incurred by the Consultant in connection with the performance of his duties, services and
responsibilities hereunder in accordance with the Company's expense reimbursement policy in effect from time to time.
4. Termination of Consulting Term. The Consultant shall cease to serve as a consultant to the Company and the
Consulting Term shall terminate upon the earliest to occur of any of the following events:
(a) Immediately upon the Consultant's death or his inability to substantially perform his duties hereunder by
reason of a physical or mental impairment which has continued for a period of 180 consecutive days.
(b) At the election of the Company, upon a determination by the Board that the Consultant has materially breached any of
the provisions of this Agreement including, without limitation, Section 1(b) or Section 6 hereof, which
breach is not remedied within a reasonable period of time after receipt of written notice from the Company
specifying such breach.
(c) The fifth anniversary of the Effective Date.
(d) At the election of the Consultant at any time following a Change in Control (as defined on Exhibit I hereto).
(e) At the election of the Consultant in the event of the Company's material failure to provide the Consultant with the
payments and benefits set forth in Section 2 hereof, which failure has not been remedied within thirty (30)
days after receipt by the Company of written notice from the Consultant specifying such failure.
(f) A purported termination of the Consultant's services by the Company other than pursuant to Section 4(a) or 4(b)
hereof which results in the Company's failure to make the payments and provide the benefits to the
Consultant set forth in Section 2 hereof, which failure has not been remedied within thirty (30) days after
receipt by the Company of written notice from the Consultant specifying such failure; it being understood
that the Company is under no obligation to request or utilize the Consultant's services and that the
Company's election not to request or utilize the Consultant's services will not be deemed a termination
pursuant to this Section 4(f) nor will it relieve the Company of its obligation pursuant to Section 2
hereof.
5. Effect of Termination of Consulting Term. In the event of the expiration or termination of the Consulting Term for
any reason, the Company shall pay the Consultant any accrued and unpaid portion of the Consulting Fees and other amounts accrued
hereunder on or prior to the date of termination but not paid to the Consultant and any reimbursable expenses incurred and payable
to the Consultant pursuant to the terms of Section 3 hereof. In the event that the Consultant's services are terminated pursuant
to Section 4(a), 4(e) or 4(f) hereof, all options granted to the Consultant pursuant to the Employment Agreement shall, to the
extent unvested, automatically vest in full. In the event that the Consultant's services are terminated pursuant to Section 4(e)
or 4(f) hereof, in full satisfaction of the Company's obligations hereunder, the full amount of the Consulting Fees and the fair
market value of the benefits (other than the benefit provided under Section 2(b)(ii)) that would otherwise have been provided
pursuant to Section 2(b) hereof (assuming that the Consulting Term had continued until the fifth anniversary of the Effective Date)
shall become immediately due and payable.
6. Consultant Covenants.
(a) Unauthorized Disclosure. Consultant agrees that he will not divulge or otherwise disclose, directly or
indirectly, any trade secret or other confidential information concerning the business or policies of the Company or any of its
subsidiaries which he may have learned as a result of his consulting services and/or directorship during the term of this Agreement
or prior thereto as an employee, officer or director of or consultant to the Company or any of its subsidiaries, except to the
extent such use or disclosure is (i) necessary or appropriate to the performance of this Agreement and in furtherance of the
Company's best interests, (ii) required by applicable law, (iii) lawfully obtainable from other sources, or (iv) authorized by the
Company. The provisions of this subsection shall survive the expiration, suspension or termination, for any reason, of this
Agreement.
(b) Non-competition. By and in consideration of the Company's entering into this Agreement and the Consulting Fees
and benefits to be provided by the Company hereunder, and further in consideration of the Consultant's exposure to the proprietary
information of the Company, the Consultant agrees that the Consultant will not, during the Consulting Term, directly or indirectly
own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be
connected in any manner, including but not limited to holding, the positions of shareholder, director, officer, consultant,
independent contractor, employee, partner, or investor, with any Competing Enterprise; provided, that in no event shall ownership
of (i) less than 5% of the outstanding publicly-traded equity or debt securities of any issuer or (ii) less than 5% of the
outstanding interests in a private equity fund, mutual fund or other pooled investment account which owns an interest in a
Competing Enterprise, in each case, in which the Consultant does not actively participate in the management thereof, be prohibited
by this Section 6(b); provided, further, that to the extent the Consultant is providing services to a Competing Enterprise, which
services have been approved by the Board in accordance with the third paragraph of Section 3 of the Employment Agreement,
immediately prior to the termination of the Consultant's employment thereunder, continued provision of such services by the
Consultant during the Consulting Term shall not be prohibited by this Section 6(b). For purposes of this Section 6(b), the term
"Competing Enterprise" shall mean any person, corporation, partnership or other entity engaged in a business in the United States
which is in competition with any of the businesses of the Company or any of its affiliates.
(c) Non-solicitation. During the Consulting Term, the Consultant shall not interfere with the Company's
relationship with, or endeavor to entice away from the Company, any person who at any time within the preceding twelve (12) months
was an employee or customer of the Company or otherwise had a material business relationship with the Company.
(d) Remedies. The Consultant agrees that any breach of the terms of this Section 6 would result in irreparable
injury and damage to the Company for which the Company would have no adequate remedy at law; the Consultant therefore also agrees
that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining
order to prevent such breach and/or threatened breach and/or continued breach by the Consultant and/or any and all persons and/or
entities acting for and/or with the Consultant, without having to prove damages, in addition to any other remedies to which the
Company may be entitled at law or in equity. The terms of this Section 6(d) shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the
Consultant. The Consultant and the Company further agree that the provisions of the covenant not to compete are reasonable.
Should a court or arbitrator determine, however, that any provision of the covenant not to compete is unreasonable, either in
period of time, geographical area, or otherwise, the parties hereto agree that the covenant should be interpreted and enforced to
the maximum extent which such court or arbitrator deems reasonable. The provisions of this Section 6 shall survive any termination
of this Agreement and the Consulting Term, and the existence of any claim or cause of action by the Consultant against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the
covenants and agreements of this Section 6.
7. Miscellaneous.
(a) Succession. This Agreement shall inure to the benefit of and shall be binding upon the Company, its
successors and assigns, but without the prior written consent of Consultant, this Agreement may not be assigned other than in
connection with a merger or sale of substantially all the assets of the Company or similar transaction. The Company shall not agree
to any such transaction unless the successor to or assignee of the Company's business and/or assets in such transaction expressly
assumes all obligations of the Company hereunder. The obligations and duties of the Consultant hereby shall be personal and not
assignable.
(b) Notices. Any notices provided for in this Agreement shall be sent to the Company at 4500 Park Granada,
Calabasas, CA 91302 Attention: General Counsel/Secretary, with a copy to the Chairman of the Compensation Committee at the same
address, or to such other address as the Company may from time to time in writing designate, and to the Consultant at his home
address as reflected in the Company's records or at such other address as he may from time to time in writing designate. All notices
shall be deemed to have been given two (2) business days after they have been deposited as certified mail, return receipt requested,
postage paid and properly addressed to the designated address of the party to receive the notices.
(c) Entire Agreement. This instrument contains the entire agreement of the parties relating to the subject
matter hereof, and it replaces and supersedes any prior agreements between the parties relating to said subject matter. No
modifications or amendments of this Agreement shall be valid unless made in writing and signed by the parties hereto.
(d) Waiver. The waiver of the breach of any term or of any condition of this Agreement shall not be deemed to
constitute the waiver of any other breach of the same or any other term or condition.
(e) California Law. This Agreement shall be construed and interpreted in accordance with the laws of
California without giving effect to the conflicts of laws principles thereof.
(f) Attorneys' Fees in Action on Contract. If any litigation shall occur between the Consultant and the
Company, which litigation arises out of or as a result of this Agreement or the acts of the parties hereto pursuant to this
Agreement, or which seeks an interpretation of this Agreement, the arbitrator hearing the matter shall, in his sole discretion,
determine the prevailing party in such litigation and, in addition to any other judgment or award, may, in his sole discretion,
award such prevailing party such sums as he shall find to be reasonable as and for the prevailing party's attorneys' fees and
disbursements.
(g) Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
(h) No Obligation to Mitigate; Set-off. No payment hereunder shall be offset or reduced by the amount of any
compensation or benefits provided to the Consultant in any subsequent employment. In addition, the amount of any payments or
benefits payable or provided hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Consultant for any reason.
(i) Indemnity. The Company shall indemnify the Consultant and hold him harmless for any acts or
decisions made by him in good faith while performing services for the Company hereunder.
(j) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have agreed that this Agreement shall be deemed executed by the Consultant and the
Company as of the date referenced in Section 1 of the Employment Agreement.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
ATTEST:
By:
Secretary
Title:
CONSULTANT:
Angelo R. Mozilo, in his
individual capacity
ffny01 364646
EXHIBIT I
To Angelo R. Mozilo Consulting Agreement
A "Change in Control" shall mean the occurrence during the term of the Agreement, of any one of the following
events:
(a) An acquisition (other than directly from the Company) of any common stock or other "Voting Securities" (as
hereinafter defined) of the Company by any "Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after
which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty five percent (25%) or more of the then outstanding shares of the Company's common
stock or the combined voting power of the Company's then outstanding Voting Securities; provided, however,
in determining whether a Change in Control has occurred, Voting Securities which are acquired in a
"Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. For purposes of this Agreement, (1) "Voting Securities" shall mean the Company's
outstanding voting securities entitled to vote generally in the election of directors and (2) a
"Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a
part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of
its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Subsidiary"), (ii) the Company or any of its Subsidiaries,
or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);
(b) The individuals who, as of the date of the Agreement are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least two-thirds of the members of the Board; provided, however,
that if the election, or nomination for election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened "Election Contest" (as described
in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of
any agreement intended to avoid or settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization involving the Company, unless such merger,
consolidation or reorganization is a "Non-Control Transaction." A "Non-Control Transaction"
shall mean a merger, consolidation or reorganization of the Company where:
(A) the stockholders of the Company, immediately before such merger, consolidation or
reorganization, own directly or indirectly immediately following such merger,
consolidation or reorganization, at least seventy percent (70%) of the combined voting
power of the outstanding Voting Securities of the corporation resulting from such
merger, consolidation or reorganization (the "Surviving Corporation") in substantially
the same proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization;
(B) the individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or reorganization
constitute at least two-thirds of the members of the board of directors of the
Surviving Corporation, or in the event that, immediately following the consummation of
such transaction, a corporation beneficially owns, directly or indirectly, a majority
of the Voting Securities of the Surviving Corporation, the board of directors of such
corporation; and
(C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit
plan (or any trust forming a part thereof) maintained by the Company, the Surviving
Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership of twenty five percent
(25%) or more of the then outstanding Voting Securities or common stock of the Company,
has Beneficial Ownership of twenty five percent (25%) or more of the combined voting
power of the Surviving Corporation's then outstanding Voting Securities or its common
stock;
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities by the Company which, by reducing the number of shares
of common stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject
Persons; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional common stock or Voting Securities which increases the percentage of the then
outstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
COUNTRYWIDE CREDIT INDUSTRIES, INC. AND SUBSIDIARIES
EXHIBIT 12.1 - COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
(Dollar amounts in thousands)
The following table sets forth the ratio of earnings to fixed charges of the Company for the nine months ended November 30, 2000 and
for the five fiscal years ended February 29, 2000 computed by dividing net fixed charges (interest expense on all debt plus the
interest element (one-third) of operating leases) into earnings (income before income taxes and fixed charges).
Three months ended
May 31, Fiscal Years Ended February 28(29),
-------------------------- ------------------------------------------------------------------
2001 2000 2001 2000 1999 1998 1997
------------ ------------- ------------ ------------- ------------ ------------ -------------
Net earnings $123,050 $83,459 $374,153 $410,243 $385,401 $344,983 $257,358
Income tax expense 73,357 47,466 211,882 220,955 246,404 220,563 164,540
Interest charges 448,942 261,474 1,348,242 922,225 977,326 564,640 418,682
Interest portion of rental
Expense 4,429 4,519 17,745 19,080 14,898 10,055 7,420
------------ ------------- ------------ ------------- ------------ ------------ -------------
Earnings available to cover
fixed charges $649,778 $396,918 $1,952,022 $1,572,503 $1,624,029 $1,140,241 $848,000
============ ============= ============ ============= ============ ============ =============
Fixed charges
Interest charges $448,942 $261,474 $1,348,242 $922,225 $977,326 $564,640 $418,682
Interest portion of rental
Expense 4,429 4,519 17,745 19,080 14,898 10,055 7,420
------------ ------------- ------------ ------------- ------------ ------------ -------------
Total fixed charges $453,371 $265,993 $1,365,987 $941,305 $992,224 $574,695 $426,102
============ ============= ============ ============= ============ ============ =============
Ratio of earnings to fixed
Charges 1.43 1.49 1.43 1.67 1.64 1.98 1.99
============ ============= ============ ============= ============ ============ =============
