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): November 5, 2009
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
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrant’s 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)) |
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2009, PHH Corporation (“PHH”, the “Company,” “we,” “us,” or “our”) issued a press
release announcing its financial results for the three and nine month periods ended September 30,
2009. A copy of the press release is attached to this Current Report on Form 8-K (this “Form 8-K”)
as Exhibit 99.1 and is incorporated herein by reference in its entirety.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth in such filing.
Item 7.01. Regulation FD Disclosure
On November 3, 2009, PHH announced that it will hold its third quarter 2009 earnings conference
call on Thursday, November 5, 2009 at 10:00 a.m. EST. A copy of the slide presentation that will
accompany such conference call is attached to this Form 8-K as Exhibit 99.2 and is incorporated
herein by reference in its entirety. A copy of the slide presentation will also be made available
on the Investor Relations page of PHH’s website at www.phh.com prior to the start of the
conference call.
The information disclosed in this Item 7.01, including Exhibit 99.2 hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release dated November 5, 2009 announcing PHH Corporation third quarter 2009 results.* |
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99.2 |
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Slide Presentation.* |
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Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, nor shall it be incorporated by reference into any registration statement
or other document pursuant to the Securities Act, except as expressly set forth in such filing. |
Forward-Looking Statements
Statements in this Form 8-K that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements
are subject to known and unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. You should
understand that these statements are not guarantees of performance or results and are preliminary
in nature. Statements preceded by, followed by or that otherwise include the words “believes”,
“expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may
result”, “will result”, “may fluctuate” and similar expressions or future or conditional verbs such
as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not
historical facts.
You should consider the areas of risk described under the headings “Cautionary Note Regarding
Forward-Looking Statements” and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the
year ended December 31, 2008 and Quarterly Report on Form 10-Q for the quarter ended March 31,
2009, as well as the risk factors disclosed in our Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on September 23, 2009, in connection with any forward-looking
statements that may be made by us and our businesses generally. Except for our ongoing obligations
to disclose material information under the federal securities laws, we undertake no
obligation to release publicly any updates or revisions to any forward-looking statements, to
report events or to report the occurrence of unanticipated events unless required by law.