UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Date of Report (Date of earliest event reported): September 23, 2009 (September 23, 2009)

PHH CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND		1-7797		52-0551284
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note

This Form 8-K/A is being filed as Amendment No. 1 to PHH Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2009 for the sole purpose of correcting a typographical error contained in the paragraph under Item 8.01 Other Events. The remainder of the Form 8-K is unchanged.

Item 8.01 Other Events

In connection with PHH Corporation’s previously announced offering of $200 million aggregate principal amount of convertible notes due 2014, PHH Corporation prepared a description of certain risk factors related to its business and industry that are being presented to potential investors. The risk factors are generally an update of the risk factors included in PHH Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission (“SEC”) on March 2, 2009 and the risk factors included in PHH Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2009, which was filed with the SEC on May 1, 2009. Additionally, PHH provided disclosure as to the impact of such risk factors. The revised disclosure is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

     99.1 Risk Factors.

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.

Dated: September 23, 2009

Index to Exhibits

Exhibit
Number		Description
99.1		Risk Factors.