PHH CORPORATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 7, 2005
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND |
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1-7797 |
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52-0551284 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
PHH Corporation (the Company) is filing this Current
Report on Form 8-K (Form 8-K) to modify
and update its Consolidated Financial Statements and related
disclosures for each of the years ended December 31, 2004,
2003 and 2002 in order to reflect (i) a reclassification of
its former relocation and fuel card businesses distributed to
Cendant Corporation (Cendant) as discontinued
operations in accordance with Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets
(SFAS No. 144); and
(ii) Cendants January 2005 contribution of Speedy
Title and Appraisal Review Services LLC (STARS) to
the Company, an entity previously under common control, and add
the financial position and results of operations of STARS into
our Consolidated Financial Statements in continuing operations
for all periods presented on an as if pooling basis.
Please refer to Note 20, Contribution of Appraisal
Business within our Consolidated Financial Statements for
more information regarding the Companys accounting for
STARS. These distributions and contribution were completed in
conjunction with the Spin-Off (as defined below) and the
Companys internal reorganization related thereto
(described below). Additionally, certain other modifications
have been made to the Companys financial statement
presentation in conjunction with the changes in the composition
of the businesses now included in continuing operations. These
modifications have no effect on our reported net income for any
reporting periods included in our Annual Report on
Form 10-K for the year ended December 31, 2004
(Form 10-K).
On January 31, 2005, each holder of Cendant common stock
received one share of common stock of the Company,
Cendants former wholly-owned subsidiary, for every twenty
shares of Cendant common stock held on January 19, 2005,
the record date for the distribution (the Spin-Off).
The Spin-Off was effective February 1, 2005 and was
previously disclosed in the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission
(SEC) on February 1, 2005.
In connection with and prior to the Spin-Off, the Company
underwent an internal reorganization after which it continued to
own Cendant Mortgage Corporation (subsequently renamed PHH
Mortgage Corporation), PHH Vehicle Management Services, LLC
(d/b/a PHH Arval) and our other subsidiaries that engage in the
mortgage and fleet management services businesses. Pursuant to
this internal reorganization, Cendant Mobility Services
Corporation, Wright Express LLC and other subsidiaries that
engage in the relocation and fuel card businesses were separated
from the Company and distributed to Cendant. In addition, in
January 2005, Cendant contributed STARS to the Company. STARS is
an appraisal services business that provides appraisal review
services through a network of third-party professionally
licensed appraisers, providing local coverage throughout the
United States, as well as credit research, flood certification
and tax services. The appraisal services business is closely
linked to the processes by which our mortgage operations
originate mortgage loans and derives substantially all of its
business from us.
The Company is required to account for those businesses disposed
of through the internal reorganization and the Spin-Off as
discontinued operations in accordance with
SFAS No. 144. The SEC requires the same
reclassification for discontinued operations as is required by
SFAS No. 144 when a registrant incorporates by
reference financial statements into subsequent SEC filings,
including registration statements. Accordingly, this
Form 8-K modifies and updates the specific disclosures
listed below in the Form 10-K filed on March 15, 2005:
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Part II. Amended Item 6. Selected Financial Data; |
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Part II. Amended Item 7. Managements Discussion
and Analysis of Financial Condition and Results of
Operations; and |
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Part II. Amended Item 8. Consolidated Financial
Statements and Supplementary Data. |
This Form 8-K does not reflect events occurring after the
filing of the Form 10-K, and does not modify or update the
disclosures therein, except as required to reflect the changes
for discontinued and continuing operations as described above.
The information filed with this Form 8-K should be read
together with the Form 10-K and the Companys
subsequent SEC filings, including its Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2005 and
June 30, 2005 and any Current Reports on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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23 |
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Consent of Independent Registered Public Accounting Firm. |
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99.1 |
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Part II. Amended Item 6. Selected Financial Data. |
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99.2 |
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Part II. Amended Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations. |
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99.3 |
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Part II. Amended Item 8. Financial Statements and
Supplementary Data. |
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99.4 |
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Risk Factors Affecting Our Business and Future Results. |
SIGNATURE
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 hereunto duly authorized.
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Title: |
Executive Vice President and Chief Financial Officer |
Dated: September 7, 2005