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): January 26, 2011
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
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))
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On January 26, 2011, PHH Corporation (“PHH”, the “Company,” “we,” “us,” or “our”) issued a press
release announcing its preliminary financial results for the three and twelve month periods ended
December 31, 2010. 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.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 PHH Corporation press release dated January 26, 2011.*
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Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, nor shall such Exhibit 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 “Risk Factors” in our periodic reports filed with the U.S.
Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, 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 and applicable stock exchange listing standards, we
undertake no obligation to release publicly any updates or revisions to any forward-looking
statements or to report the occurrence or non-occurrence of anticipated or unanticipated events
unless required by law.