On May 9, 2017, PHH Corporation (PHH, the Company, we or our)
issued a press release announcing financial results for the three
month period ended March 31, 2017. A copy of the press release is
attached to this Current Report on 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 to
the Securities Act of 1933, as amended (the Securities Act),
except as expressly set forth in such filing.

Item 8.01. Other Events.

On May 3, 2017, the board of directors of the Company authorized
a new share repurchase program for up to $100 million in shares
of its common stock. The Company expects to commence repurchases
to this authority at the next available securities purchase
window. The timing of any purchases, and the ultimate number of
shares to be purchased, if any, is subject to market and business
conditions and the trading price of the Companys common stock.
The share repurchase program may be suspended or discontinued at
any time without prior notice.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

________________________

*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 to the Securities Act, except as
expressly set forth in such filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, forward
looking-statements are not based on historical facts but instead
represent only our current beliefs regarding future events. All
forward-looking statements are, by their nature, subject to
risks, uncertainties and other factors that could cause actual
results, performance or achievements to differ materially from
those expressed or implied in such forward-looking statements.
Investors are cautioned not to place undue reliance on these
forward-looking statements. Such statements may be identified by
words such as expects, anticipates, intends, projects, estimates,
plans, may increase, may fluctuate and similar expressions or
future or conditional verbs such as will, should, would, may and
could.

You should understand that forward-looking statements are not
guarantees of performance or results and are preliminary in
nature. You should consider the areas of risk described under the
heading 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 or our businesses generally. Such periodic reports are
available in the Investors section of our website at
http://www.phh.com and are also available at http://www.sec.gov.
Except for our ongoing obligations to disclose material
information under the federal securities laws, applicable stock
exchange listing standards and unless otherwise required by law,
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.

Important Additional Information

PHH Corporation, on May 4, 2017, filed a proxy statement in
connection with a special meeting of stockholders to approve (a)
the proposed sale of PHH Mortgage Corporations portfolio of
Mortgage Servicing Rights (MSRs) as of October 31, 2016,
excluding the Ginnie Mae MSRs that were part of the sale
transaction announced in November 2016 (the MSR Portfolio),
together with all servicing advances related to the MSR Portfolio
to the Agreement for the Purchase and Sale of Servicing Rights by
and between New Residential Mortgage, LLC, PHH Mortgage
Corporation and PHH Corporation, and (b) the proposed sale of
certain assets and liabilities of PHH Home Loans to the asset
purchase agreement with Guaranteed Rate Affinity, and advises its
stockholders to read that proxy statement because it contains
important information. Stockholders can obtain a free copy of
that proxy statement and other documents (when available) that
PHH files with the Securities and Exchange Commission at the
Commissions website at www.sec.gov>. That proxy statement and
these other documents are also available free of charge by
directing a request to PHH Corporation, Attn: Investor Relations,
3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 or visiting
PHHs website at www.phh.com>under the Investor Relations tab.

PHH, its directors and named executive officers may be deemed to
be participants in the solicitation of proxies from PHH
stockholders in connection with the special meeting of
stockholders to approve the proposed transactions described
above. Information regarding the names, affiliations and
interests of such individuals is contained PHHs proxy statement
referred to in the preceding paragraph.