Offering of Senior Notes

On August 9, 2012, PHH Corporation ("PHH," the "Company," "we" or "our") issued a press release announcing its intention to offer $250 million aggregate principal amount of senior notes due 2019 (the "Offering"), subject to market and other conditions. A copy of the press release announcing the proposed Offering is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Tender Offer and Consent Solicitation

On August 9, 2012, PHH also announced the commencement of a cash tender offer (the "Tender Offer") for any and all of its outstanding 7.125% Notes due 2013 (CUSIP No. 693320AF0) (the "Notes"). As part of the Tender Offer, the Company is soliciting consents (the "Consent Solicitation") from the holders of the Notes for certain proposed amendments that would eliminate substantially all of the restrictive covenants and eliminate or modify certain other provisions contained in the indenture governing the Notes. In addition, the Company may elect to redeem any Notes that remain outstanding following the Tender Offer and may deliver such notice of redemption as early as the initial settlement date.

A copy of the press release announcing the Tender Offer and Consent Solicitation, and which describes the Tender Offer and Consent Solicitation in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.2.

(d) Exhibits

Exhibit
Number                                  Description
 99.1     Press Release announcing the proposed Offering, dated August 9, 2012.

 99.2     Press Release announcing the Tender Offer and Consent Solicitation,
          dated August 9, 2012.