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 24, 2007
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 |
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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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.
On January 24, 2007, PHH Corporation (“we” or “us”) held its 2006 Annual Meeting of
Stockholders (the “Annual Meeting”) at which our stockholders re-elected Terence W. Edwards, A. B.
Krongard, and Francis J. Van Kirk as Class I directors to our Board of Directors, to serve until
the Annual Meeting of Stockholders for 2009, or until their successors are elected and qualified.
Mr. Edwards, our President and Chief Executive Officer, made a presentation at our Annual Meeting,
the slides for which were provided as Exhibit 99.2 to our Current Report on Form 8-K filed on
January 24, 2007. During the presentation, Mr. Edwards indicated that our fleet management
services segment for the year ended December 31, 2006 is slightly above $90 million. We are further
supplementing this information by stating that we expect to record income before income taxes of
between $90 million to $95 million for our fleet management services segment and a combined loss
before income taxes and minority interest of between $100 million to $115 million for our mortgage
production and mortgage servicing segments for the year ended December 31, 2006.
The information disclosed in these Items 2.02 and 7.01 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except
to the extent, if any, expressly set forth in such filing.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. 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. For example, the statements relating to our
expectations regarding our segment results for 2006 are forward-looking statements.
You should consider the areas of risk described under the heading “Cautionary Note Regarding
Forward-Looking Statements” in our periodic reports under the Securities Exchange Act of 1934, as
amended, and those risk factors included as “Item 1A. Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2005, 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.