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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

[X]
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended January 31, 2004

OR

     
[  ]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______ to ______

Commission file number 1-6089

H&R BLOCK, INC.

(Exact name of registrant as specified in its charter)
     
MISSOURI
(State or other jurisdiction of
incorporation or organization)
  44-0607856
(I.R.S. Employer
Identification No.)

4400 Main Street
Kansas City, Missouri 64111
(Address of principal executive offices, including zip code)

(816) 753-6900
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [ü]   No [   ]

The number of shares outstanding of the registrant’s Common Stock, without par value, at the close of business on February 27, 2004 was 174,970,755 shares.

 


TABLE OF CONTENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED INCOME STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
SIGNATURES
Employment Agreement
Settlement Agreement
Loan PArticipation Agreement
Certification
Certification
Certification
Certification


Table of Contents

TABLE OF CONTENTS

             
        Page
PART I
  Financial Information        
 
  Condensed Consolidated Balance Sheets
  January 31, 2004 and April 30, 2003
    1  
 
  Condensed Consolidated Income Statements
  Three and Nine Months Ended January 31, 2004 and 2003
    2  
 
  Condensed Consolidated Statements of Cash Flows
  Nine Months Ended January 31, 2004 and 2003
    3  
 
  Notes to Condensed Consolidated Financial Statements     4  
 
  Management’s Discussion and Analysis of Results
  of Operations and Financial Condition
    27  
 
  Quantitative and Qualitative Disclosures about Market Risk     65  
 
  Controls and Procedures     65  
PART II
  Other Information     66  
SIGNATURES     73  

 


Table of Contents

H&R BLOCK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Amounts in thousands, except share amounts

                 
    January 31,   April 30,
    2004
  2003
    (Unaudited)        
ASSETS
               
Cash and cash equivalents
  $ 671,089     $ 875,353  
Cash and cash equivalents - restricted
    606,832       438,242  
Marketable securities - trading
    70,280       23,859  
Receivables from customers, brokers, dealers and clearing organizations, net
    645,357       517,037  
Receivables, net (note 4)
    1,093,051       403,197  
Prepaid expenses and other current assets
    611,561       489,673  
 
   
 
     
 
 
Total current assets
    3,698,170       2,747,361  
Residual interests in securitizations (note 5)
    233,851       264,337  
Mortgage servicing rights (note 5)
    106,196       99,265  
Property and equipment, at cost less accumulated depreciation and amortization of $550,662 and $485,608
    284,148       288,594  
Intangible assets, net (note 6)
    340,748       341,865  
Goodwill, net (note 6)
    948,530       714,215  
Other assets
    176,544       148,268  
 
   
 
     
 
 
Total assets
  $ 5,788,187     $ 4,603,905  
 
   
 
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities:
               
Commercial paper
  $ 1,411,177     $  
Current portion of long-term debt
    277,599       55,678  
Accounts payable to customers, brokers and dealers
    1,126,103       862,694  
Accounts payable, accrued expenses and other
    398,250       468,933  
Accrued salaries, wages and payroll taxes
    170,043       210,629  
Accrued income taxes
    73,419       299,262  
 
   
 
     
 
 
Total current liabilities
    3,456,591       1,897,196  
Long-term debt
    551,406       822,302  
Other noncurrent liabilities
    303,624       220,698  
 
   
 
     
 
 
Total liabilities
    4,311,621       2,940,196  
 
   
 
     
 
 
Stockholders’ equity:
               
Common stock, no par, stated value $.01 per share, 500,000,000 shares authorized; 217,945,398 shares issued at January 31, 2004 and April 30, 2003
    2,179       2,179  
Additional paid-in capital
    530,282       496,393  
Accumulated other comprehensive income (note 8)
    56,591       36,862  
Retained earnings
    2,240,592       2,221,868  
Less cost of 42,409,777 and 38,343,944 shares of common stock in treasury
    (1,353,078 )     (1,093,593 )
 
   
 
     
 
 
Total stockholders’ equity
    1,476,566       1,663,709  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 5,788,187     $ 4,603,905  
 
   
 
     
 
 

See Notes to Condensed Consolidated Financial Statements

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Table of Contents

H&R BLOCK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
Unaudited, amounts in thousands, except per share amounts

                                 
    Three Months Ended   Nine Months Ended
    January 31,
  January 31,
    2004
  2003
  2004
  2003
Revenues:
                               
Service revenues
  $ 591,050     $ 510,042     $ 1,037,312     $ 907,015  
Gains on sales of mortgage assets, net
    168,965       306,364       581,893       602,749  
Interest income
    117,643       57,230       276,462       228,176  
Product sales
    51,324       43,312       107,839       74,234  
Royalties
    44,427       39,026       49,410       43,082  
Other
    3,748       2,439       9,786       5,919  
 
   
 
     
 
     
 
     
 
 
 
    977,157       958,413       2,062,702       1,861,175  
 
   
 
     
 
     
 
     
 
 
Operating expenses:
                               
Employee compensation and benefits
    392,835       352,209       873,804       791,692  
Occupancy and equipment
    94,764       87,349       253,229       223,642  
Depreciation and amortization
    46,487       42,670       122,497       114,738  
Marketing and advertising
    67,975       55,331       99,766       85,335  
Interest
    21,361       24,817       64,457       69,789  
Supplies, freight and postage
    28,609       33,154       51,350       55,472  
Impairment of goodwill
                      24,000  
Other
    150,622       142,591       389,991       356,300  
 
   
 
     
 
     
 
     
 
 
 
    802,653       738,121       1,855,094       1,720,968  
 
   
 
     
 
     
 
     
 
 
Operating income
    174,504       220,292       207,608       140,207  
Other income, net
    1,616       2,642       4,475       4,576  
 
   
 
     
 
     
 
     
 
 
Income before taxes
    176,120       222,934       212,083       144,783  
Income taxes
    69,394       90,621       83,462       59,361  
 
   
 
     
 
     
 
     
 
 
Net income before cumulative effect of change in accounting principle
    106,726       132,313       128,621       85,422  
Cumulative effect of change in accounting principle for multiple deliverable revenue arrangements, less taxes of $4,031
                (6,359 )      
 
   
 
     
 
     
 
     
 
 
Net income
  $ 106,726     $ 132,313     $ 122,262     $ 85,422  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share:
                               
Before change in acctg. principle
  $ .60     $ .74     $ .72     $ .48  
Cumulative effect of change in accounting principle
                (.03 )      
 
   
 
     
 
     
 
     
 
 
Net income
  $ .60     $ .74     $ .69     $ .48  
 
   
 
     
 
     
 
     
 
 
Diluted earnings per share:
                               
Before change in acctg. principle
  $ .59     $ .73     $ .71     $ .46  
Cumulative effect of change in accounting principle
                (.04 )      
 
   
 
     
 
     
 
     
 
 
Net income
  $ .59     $ .73     $ .67     $ .46  
 
   
 
     
 
     
 
     
 
 

See Notes to Condensed Consolidated Financial Statements

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Table of Contents

H&R BLOCK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited, amounts in thousands

                 
    Nine Months Ended
    January 31,
    2004
  2003
Cash flows from operating activities:
               
Net income
  $ 122,262     $ 85,422  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation and amortization
    122,497       114,738  
Accretion of residual interests in securitizations
    (118,389 )     (113,146 )
Impairments of residual interests in securitizations
    26,048       25,589  
Additions to trading securities - residual interests in securitizations
    (251,585 )     (326,395 )
Proceeds from net interest margin transactions, net
    197,417       325,642  
Realized gain on sale of previously securitized residuals
    (17,000 )     (130,881 )
Additions to mortgage servicing rights
    (64,265 )     (55,960 )
Amortization of mortgage servicing rights
    57,334       33,273  
Net change in receivable from Trusts
    (12,565 )     (73,494 )
Cumulative effect of change in accounting principle
    6,359        
Impairment of goodwill
          24,000  
Mortgage loans held for sale:
               
Originations and purchases
    (17,006,283 )     (12,640,440 )
Sales and principal repayments
    16,948,363       12,629,199  
Other net changes in working capital, net of acquisitions
    (1,011,833 )     (264,296 )
 
   
 
     
 
 
Net cash used in operating activities
    (1,001,640 )     (366,749 )
 
   
 
     
 
 
Cash flows from investing activities:
               
Available-for-sale securities:
               
Purchases of available-for-sale securities
    (10,495 )     (10,577 )
Cash received from residual interests in securitizations
    127,997       117,522  
Cash proceeds from sale of previously securitized residuals
    17,000       142,486  
Sales of other available-for-sale securities
    17,604       9,730  
Purchases of property and equipment, net
    (81,178 )     (95,629 )
Payments made for business acquisitions, net of cash acquired
    (280,280 )     (24,239 )
Other, net
    11,943       (6,004 )
 
   
 
     
 
 
Net cash provided by (used in) investing activities
    (197,409 )     133,289  
 
   
 
     
 
 
Cash flows from financing activities:
               
Repayments of commercial paper
    (1,022,716 )     (9,301,285 )
Proceeds from issuance of commercial paper
    2,433,893       9,888,088  
Proceeds from securitization financing
    50,100        
Repayments of securitization financing
    (50,100 )      
Payments on acquisition debt
    (50,820 )     (52,107 )
Dividends paid
    (103,538 )     (93,645 )
Acquisition of treasury shares
    (371,242 )     (317,608 )
Proceeds from issuance of common stock
    111,155       112,813  
Other, net
    (1,947 )     (2,023 )
 
   
 
     
 
 
Net cash provided by financing activities
    994,785       234,233  
 
   
 
     
 
 
Net increase (decrease) in cash and cash equivalents
    (204,264 )     773  
Cash and cash equivalents at beginning of the period
    875,353       436,145  
 
   
 
     
 
 
Cash and cash equivalents at end of the period
  $ 671,089     $ 436,918  
 
   
 
     
 
 

See Notes to Condensed Consolidated Financial Statements

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Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited, dollars in thousands, except per share amounts

1.   Basis of Presentation
 
    The condensed consolidated balance sheet as of January 31, 2004, the condensed consolidated income statements for the three and nine months ended January 31, 2004 and 2003, and the condensed consolidated statements of cash flows for the nine months ended January 31, 2004 and 2003 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at January 31, 2004 and for all periods presented have been made.
 
    Certain reclassifications have been made to prior year amounts to conform to the current year presentation. These reclassifications had no effect on the results of operations or stockholders’ equity as previously reported.
 
    Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2003 Annual Report to Shareholders on Form 10-K.
 
    Operating revenues of the U.S. Tax Operations, Business Services and International Tax Operations segments are seasonal in nature with peak revenues occurring in the months of January through April. Therefore, results for interim periods are not indicative of results to be expected for the full year.
 
    The Company files its Federal and state income tax returns on a calendar year basis. The condensed consolidated income statements reflect the effective tax rates expected to be applicable for the respective full fiscal years.
 
2.   Business Combinations
 
    During the nine months ended January 31, 2004, cash payments of $243,257 were made related to the acquisition of assets and stock in the franchise territories of ten former major franchisees. The preliminary allocation of the purchase price to assets acquired is as follows: property and equipment of $2,697; goodwill of $194,883; customer relationships of $18,167; noncompete agreements of $17,069; and $10,441 related to legal reserves for franchise litigation. The customer relationships will be amortized in conjunction with the estimated retention curve over ten years. The noncompete agreements will be amortized on a straight-line basis over three years. The weighted average life of the intangible assets is approximately seven years. Goodwill recognized in these transactions is included in the U.S. Tax Operations segment and all but $3,901 is deductible for tax purposes. Results related to these ten former major franchise territories have been included in the accompanying condensed consolidated financial statements since the respective dates company-owned operations commenced. See discussion related to

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Table of Contents

    litigation involving major franchisees in note 12 to the condensed consolidated financial statements.
 
3.   Earnings Per Share
 
    Basic earnings per share is computed using the weighted average shares outstanding during each period. The dilutive effect of potential common shares is included in diluted earnings per share. The computations of basic and diluted earnings per share are as follows:

                                 
    Three months ended   Nine months ended
    January 31,
  January 31,
(in 000s, except per share amounts)
  2004
  2003
  2004
  2003
Net income before change in accounting principle
  $ 106,726     $ 132,313     $ 128,621     $ 85,422  
 
   
 
     
 
     
 
     
 
 
Basic weighted average common shares
    176,732       178,770       177,964       179,620  
Dilutive potential shares from stock options and restricted stock
    4,251       3,402       3,516       4,757  
Convertible preferred stock
    1       1       1       1  
 
   
 
     
 
     
 
     
 
 
Dilutive weighted average common shares
    180,984       182,173       181,481       184,378  
 
   
 
     
 
     
 
     
 
 
Earnings per share before change in accounting principle:
                               
Basic
  $ .60     $ .74     $ .72     $ .48  
Diluted
    .59       .73       .71       .46  

    Diluted earnings per share excludes the impact of shares of common stock issuable upon the exercise of options to purchase 283 shares and 3.7 million shares of stock for the three and nine months ended January 31, 2004, respectively, as the options’ exercise prices were greater than the average market price of the common shares during those periods and therefore, the effect would be antidilutive. Diluted earnings per share for the three and nine months ended January 31, 2003 excludes the impact of 4.7 million shares and 2.1 million shares, respectively, issuable upon the exercise of stock options as they are antidilutive.
 
    The weighted average shares outstanding for the three and nine months ended January 31, 2004 decreased to 176.7 million and 178.0 million, respectively, from 178.8 million and 179.6 million last year, respectively, primarily due to the purchase of treasury shares by the Company. The effect of these purchases was partially offset by the issuance of treasury shares related to the Company’s stock-based compensation plans.
 
    During the nine months ended January 31, 2004, the Company issued 3.8 million shares of common stock pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares, in accordance with the Company’s stock-based compensation plans. During the nine months ended January 31, 2003, the Company issued 4.4 million shares of common stock

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    pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares.
 
    During the nine months ended January 31, 2004, the Company acquired 7.8 million shares of its common stock at an aggregate cost of $371,242. During the nine months ended January 31, 2003, the Company acquired 6.6 million shares of its common stock at an aggregate cost of $317,608.
 
4.   Receivables
 
    Receivables consist of the following:

                 
    January 31, 2004
  April 30, 2003
Participation in refund anticipation loans (RALs)
  $ 562,974     $ 12,871  
Business Services accounts receivable
    153,322       185,023  
Mortgage loans held for sale
    152,668       68,518  
Receivables for tax related fees
    79,287       1,500  
Loans to franchisees
    46,729       33,341  
Royalties from franchisees
    39,898       83  
Software receivables
    25,995       36,810  
Other
    72,521       87,471  
 
   
 
     
 
 
 
    1,133,394       425,617  
Allowance for doubtful accounts
    (22,020 )     (17,038 )
Lower of cost or market adjustment – mortgage loans
    (18,323 )     (5,382 )
 
   
 
     
 
 
 
  $ 1,093,051     $ 403,197  
 
   
 
     
 
 

5.   Mortgage Banking Activities

    Activity related to available-for-sale residual interests in securitizations for the nine months ended January 31, 2004 and 2003 and the twelve months ended April 30, 2003 consists of the following:

                         
    Nine Months Ended
  Year Ended
    January 31, 2004
  January 31, 2003
  April 30, 2003
Balance, beginning of period
  $ 264,337     $ 365,371     $ 365,371  
Additions from NIM transactions
    1,604       753       753  
Additions from NIM secured financing, held as collateral
    40,196              
Termination of NIM trust
    (40,196 )            
Cash received
    (127,997 )     (117,522 )     (140,795 )
Cash received from sale of previously securitized residuals
    (17,000 )     (142,486 )     (142,486 )
Accretion
    118,389       113,146       145,165  
Impairments of fair value
    (26,048 )     (25,589 )     (54,111 )
Exercise of call options
    (5,875 )            
Changes in unrealized holding gains arising during the period, net
    26,441       80,680       90,440  
 
   
 
     
 
     
 
 
Balance, end of period
  $ 233,851     $ 274,353     $ 264,337  
 
   
 
     
 
     
 
 

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    The Company sold $16,940,590 and $12,412,587 of mortgage loans in whole loan sales to third-party trusts (Trusts) or other buyers during the nine months ended January 31, 2004 and 2003, respectively, with gains totaling $590,941 and $497,457, respectively, recorded on these sales.
 
    Residual interests valued at $199,021 and $326,395 were securitized in net interest margin (NIM) transactions during the respective nine-month periods. Net cash proceeds of $197,417 and $325,642 were received from the NIM transactions for the nine months ended January 31, 2004 and 2003, respectively. Total net additions to residual interests from NIM transactions for the nine months ended January 31, 2004 and 2003 were $1,604 and $753, respectively.
 
    At January 31, 2004, the Company had $52,564 of residual interests classified as trading securities. These residual interests are included in marketable securities – trading on the condensed consolidated balance sheet. There were no such trading securities recorded as of April 30, 2003.
 
    In the second quarter of fiscal year 2004, the Company completed a NIM transaction with a special purpose entity (SPE) that did not meet the criteria for a qualifying special purpose entity (QSPE) under Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” As a result, the SPE was consolidated and the transaction was accounted for as a secured financing (on-balance sheet securitization). During the third quarter, the NIM trust was terminated and the related residual interests were subsequently securitized in a NIM transaction with a QSPE.
 
    Cash flows of $127,997 and $117,522 were received from the securitization trusts for the nine months ended January 31, 2004 and 2003, respectively. An additional $17,000 and $142,486 was received during the nine months ended January 31, 2004 and 2003, respectively, as a result of the sale of previously securitized residuals. Cash received on residual interests is included in investing activities in the condensed consolidated statements of cash flows.
 
    Residual interests are classified as either available-for-sale (AFS) or trading securities and are therefore reported at fair market value (based on discounted cash flow models). Unrealized holding gains represent the write-up in value of AFS residual interests as a result of actual or projected performance factors that are better than the projected assumptions previously used in the Company’s valuation models, such as interest rates, loan losses or loan prepayments. Trading securities are marked-to-market through the income statement.
 
    Aggregate net unrealized gains on residual interests, which had not yet been accreted into income, totaled $107,066 at January 31, 2004 and $98,089 at April 30, 2003. These unrealized gains are recorded net of deferred taxes in other comprehensive income, and may be recognized in income in future periods either through accretion or upon further securitization or sale of the related residual interest.
 
    In connection with securitization transactions, the Company, as servicer, generally has a 10% clean-up call option, whereby the Company, at its discretion, may repurchase the outstanding loans in the securitization once the current value of the loans is 10% or less of their original

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  value. During the nine months ended January 31, 2004, the Company exercised call options on residual interests initially recorded in 1996 and 1999. The outstanding loans were repurchased from the securitization trust, and the proceeds were used to pay off the remaining bondholders. These repurchased loans may be included in future sale transactions. At the time the call options were exercised, the book value of the corresponding residual interests was $5,875.
 
    Activity related to mortgage servicing rights (MSRs) consists of the following:

                         
    Nine Months Ended
  Year Ended
    January 31, 2004
  January 31, 2003
  April 30, 2003
Balance, beginning of period
  $ 99,265     $ 81,893     $ 81,893  
Additions
    64,265       55,960       65,345  
Amortization
    (57,334 )     (33,273 )     (47,107 )
Impairments of fair value
                (866 )
 
   
 
     
 
     
 
 
Balance, end of period
  $ 106,196     $ 104,580     $ 99,265  
 
   
 
     
 
     
 
 

    The key assumptions the Company used to estimate the cash flows and values of residual interests in securitizations initially recorded during the three months ended January 31, 2004 are as follows:

         
Estimated annual prepayments
  35% to 90%
Estimated credit losses
      4.72%
Discount rate – residual interests
  25% to 28%
Variable returns to third-party beneficial interest holders
  LIBOR forward curve at NIM closing date

    The following table illustrates key assumptions the Company used to estimate the cash flows and values of residual interests and MSRs held at January 31, 2004:

         
Estimated annual prepayments
  30% to 90%
Estimated credit losses
  0.74% to 11.67%
Discount rate – residual interests
  18% to 25%
Discount rate – MSRs
      12.80%

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    At January 31, 2004, the sensitivities of the current fair value of the residual interests and MSRs to 10% and 20% adverse changes in the above key assumptions are as follows:

                                 
    Residential Mortgage Loans
   
    Original   NIM   Trading   Servicing
    Residuals
  Residuals
  Residuals
  Asset
Carrying amount/fair value of residuals
  $ 14,674     $ 219,177     $ 52,564     $ 106,196  
Weighted average life (in years)
    2.2       1.9       2.2       1.2  
Prepayments (including defaults):
                               
Adverse 10% - $ impact on fair value
  $ 657     $ 5,135     $ (562 )   $ (19,644 )
Adverse 20% - $ impact on fair value
    1,305       9,967       3,272       (38,463 )
Credit losses:
                               
Adverse 10% - $ impact on fair value
  $ (832 )   $ (28,099 )   $ (1,452 )   Not applicable
Adverse 20% - $ impact on fair value
    (1,536 )     (52,187 )     (2,185 )   Not applicable
Discount rate:
                               
Adverse 10% - $ impact on fair value
  $ (436 )   $ (4,218 )   $ (846 )   $ (1,516 )
Adverse 20% - $ impact on fair value
    (834 )     (8,068 )     (1,662 )     (3,032 )
Variable interest rates:
                               
Adverse 10% - $ impact on fair value
  $ 54     $ (9,749 )   $ (2,388 )   Not applicable
Adverse 20% - $ impact on fair value
    109       (18,550 )     (4,781 )   Not applicable

    These sensitivities are hypothetical and should be used with caution. Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also in this table, the effect of a variation of a particular assumption on the fair value of the retained interest is calculated without changing any other assumptions. It is likely that changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

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6.   Intangible Assets and Goodwill
 
    Intangible assets consist of the following:

                                 
    January 31, 2004
  April 30, 2003
    Gross           Gross    
    Carrying   Accumulated   Carrying   Accumulated
    Amount
  Amortization
  Amount
  Amortization
U.S. Tax Operations:
                               
Customer relationships
  $ 18,167     $ (2,295 )   $     $  
Noncompete agreements
    17,069       (3,573 )            
Business Services:
                               
Customer relationships
    121,588       (53,590 )     120,178       (44,192 )
Noncompete agreements
    27,504       (8,016 )     26,909       (6,157 )
Trade name – amortizing
    1,450       (314 )     1,450       (205 )
Trade name – non-amortizing
    55,637       (4,868 )     55,637       (4,868 )
Investment Services:
                               
Customer relationships
    293,000       (122,083 )     293,000       (100,108 )
Corporate Operations:
                               
Customer relationships
    844       (45 )     172       (10 )
Noncompete agreements
    295       (22 )     60       (1 )
 
   
 
     
 
     
 
     
 
 
Total intangible assets
  $ 535,554     $ (194,806 )   $ 497,406     $ (155,541 )
 
   
 
     
 
     
 
     
 
 

    Amortization of intangible assets for the three and nine months ended January 31, 2004 was $15,286 and $39,265, respectively. Amortization of intangible assets for the three and nine months ended January 31, 2003 was $11,085 and $33,322, respectively. Estimated amortization of intangible assets for fiscal years 2004 through 2008 is $53,284, $52,342, $51,313, $42,506 and $40,897, respectively.

    Changes in the carrying amount of goodwill for the nine months ended January 31, 2004, consist of the following:

                                 
    April 30, 2003
  Additions
  Other
  January 31, 2004
U.S. Tax Operations
  $ 130,502     $ 201,254     $     $ 331,756  
Mortgage Operations
    152,467                   152,467  
Business Services
    279,650       31,467             311,117  
Investment Services
    145,732                   145,732  
International Tax Operations
    5,666       849       734       7,249  
Corporate Operations
    198       11             209  
 
   
 
     
 
     
 
     
 
 
Total goodwill
  $ 714,215     $ 233,581     $ 734     $ 948,530  
 
   
 
     
 
     
 
     
 
 

    Preliminary additions to goodwill for U.S. Tax Operations include $194,883 related to asset and stock acquisitions involving former major franchise territories and other acquisitions of $6,371. Additions to goodwill for Business Services primarily result from the final contingent payment related to the acquisition of the non-attest assets of McGladrey & Pullen, LLP of $26,685.

    The Company tests goodwill for impairment annually at the beginning of its fourth quarter, or more frequently if events occur that indicate a potential reduction in the fair value of a reporting

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    unit’s net assets below its carrying value. During the nine months ended January 31, 2003, a goodwill impairment charge of $24,000 was recorded for the Investment Services segment. No such impairment or events indicating potential impairment have been identified within any of the Company’s segments during the nine months ended January 31, 2004.

7.   Derivative Instruments
 
    The Company, in the normal course of business, enters into commitments with its customers to fund mortgage loans for specified periods of time at “locked-in” interest rates. These financial instruments represent commitments (rate-lock equivalent) to fund loans. The estimated fair value of these rate-lock equivalents is determined based on the difference in the value of the commitments to fund loans between the date of commitment and the date of valuation, taking into consideration the probability of the commitments being exercised and changes in other market conditions. At January 31, 2004 and April 30, 2003, the Company recorded assets totaling $8,620 and $12,531, respectively, in prepaid expenses and other current assets on the condensed consolidated balance sheets related to these commitments. See related discussion of Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments,” (SAB 105) in note 14.
 
    The Company, in the normal course of business, enters into interest rate caps to mitigate interest rate risk and to enhance the marketability of NIM transactions. As of January 31, 2004 the Company held $52,564 in residual interests – trading securities. The Company elected not to securitize the residuals in a NIM transaction prior to quarter end. Therefore, an interest rate cap valued at $9,376 has been included in other assets on the condensed consolidated balance sheet related to these trading residual interests. The interest rate cap will be marked-to-market monthly through the income statement. The net adjustment to trading securities and the interest rate cap in the condensed consolidated income statements was zero for the three and nine months ended January 31, 2004.
 
    The Company entered into an agreement with Household Tax Masters, Inc. (Household) during fiscal year 2003, whereby the Company waived its right to purchase any participation interests in and receive license fees relating to RALs during the period January 1 through April 30, 2003. In consideration for waiving these rights, the Company received a series of payments from Household, subject to certain adjustments based on delinquency rates on RALs made by Household through December 31, 2003. This adjustment provision was accounted for as a derivative and was marked-to-market monthly through December 31, 2003. Accordingly, during the three and nine months ended January 31, 2004, the Company recognized $988 and $6,548, respectively, of revenues related to this instrument. The final settlement in accordance with this agreement was received in January 2004. A receivable of $5,171 was included on the condensed consolidated balance sheet as of April 30, 2003.

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8.   Comprehensive Income
 
    The Company’s comprehensive income is comprised of net income, the change in net unrealized gain on marketable securities and foreign currency translation adjustments. The components of comprehensive income for the three and nine months ended January 31, 2004 and 2003 are:

                                 
    Three months ended   Nine months ended
    January 31,
  January 31,
    2004
  2003
  2004
  2003
Net income
  $ 106,726     $ 132,313     $ 122,262     $ 85,422  
Change in net unrealized gain on marketable securities
    (8,356 )     (65,585 )     5,680       (31,385 )
Change in foreign currency translation adjustments
    2,319       9,204       14,049       9,975  
 
   
 
     
 
     
 
     
 
 
Comprehensive income
  $ 100,689     $ 75,932     $ 141,991     $ 64,012  
 
   
 
     
 
     
 
     
 
 

9.   Stock-Based Compensation

    Prior to fiscal year 2004, the Company accounted for stock-based compensation plans under the recognition and measurement provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) as allowed under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). Effective May 1, 2003, the Company adopted the fair value recognition provisions of SFAS 123, under the prospective transition method as described in Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (SFAS 148). Had compensation cost for all stock-based compensation plan grants been determined in accordance with the fair value accounting method prescribed under SFAS 123, the Company’s net income and earnings per share for the three and nine months ended January 31, 2004 and 2003 would have been as follows:

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    Three Months Ended   Nine Months Ended
    January 31,
  January 31,
    2004
  2003
  2004
  2003
Net income as reported
  $ 106,726     $ 132,313     $ 122,262     $ 85,422  
Add: Stock-based compensation expense included in reported net income, net of related tax effects
    4,733       413       7,530       945  
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects
    (7,132 )     (4,455 )     (17,763 )     (16,669 )
 
   
 
     
 
     
 
     
 
 
Pro forma net income
  $ 104,327     $ 128,271     $ 112,029     $ 69,698  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share:
                               
As reported
  $ .60     $ .74     $ .69     $ .48  
Pro forma
    .59       .72       .63       .39  
Diluted earnings per share:
                               
As reported
  $ .59     $ .73     $ .67     $ .46  
Pro forma
    .58       .71       .62       .38  

10.   Supplemental Cash Flow Information
 
    During the nine months ended January 31, 2004, the Company paid $245,355 and $57,458 for income taxes and interest, respectively. During the nine months ended January 31, 2003, the Company paid $176,168 and $55,193 for income taxes and interest, respectively.
 
    During the nine months ended January 31, 2004 and 2003, the Company characterized the following as non-cash investing activities:

                 
    Nine months ended January 31,
    2004
  2003
Additions to residual interests
  $ 1,604     $ 753  
Residual interest mark-to-market
    24,731       48,631  

11.   Commitments and Contingencies

    The Company offers guarantees under its Peace of Mind (POM) program to tax clients whereby the Company will assume the cost of additional tax assessments attributable to tax return preparation error for which the Company is responsible. The Company defers the revenue and direct costs associated with these guarantees, recognizing these amounts over the term of the guarantee based upon historic and actual payment of claims. The related current asset and liability are included in prepaid expenses and other current assets and accounts payable, accrued expenses and other, respectively, on the condensed consolidated balance sheets. The related noncurrent asset and liability are included in other assets and other noncurrent liabilities, respectively, on the condensed consolidated balance sheets. A loss on these POM guarantees

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    would be recognized if the sum of expected costs for services exceeded unearned revenue. Changes in the deferred revenue liability for the nine months ended January 31, 2004 and 2003 and the twelve months ended April 30, 2003 are as follows:

                         
    Nine Months Ended   Year Ended
    January 31,
  April 30,
    2004
  2003
  2003
Balance, beginning of period
  $ 49,280     $ 44,982     $ 44,982  
Amounts deferred for new guarantees issued
    19,098       7,592       28,854  
Revenue recognized on previous deferrals
    (47,273 )     (17,809 )     (24,556 )
Adjustment resulting from change in accounting principle (note 14)
    61,487              
 
   
 
     
 
     
 
 
Balance, end of period
  $ 82,592     $ 34,765     $ 49,280  
 
   
 
     
 
     
 
 

    Option One Mortgage Corporation provides a guarantee up to a maximum amount equal to approximately 10% of the aggregate principal balance of mortgage loans held by the Trusts (QSPEs) before ultimate disposition of the loans by the Trusts. This guarantee would be called upon in the event adequate proceeds were not available from the sale of the mortgage loans to satisfy the current or ultimate payment obligations of the Trusts. No losses have been sustained on this commitment since its inception. The total principal amount of Trust obligations outstanding as of January 31, 2004 and April 30, 2003 was $2,785,603 and $2,176,286, respectively. The fair value of mortgage loans held by the Trusts as of January 31, 2004 and April 30, 2003 was approximately $2,895,000 and $2,273,000, respectively.
 
    The Company may enter into forward loan sale commitments to be settled at a future date as a part of its interest rate risk management strategy. The Company had commitments to sell loans of approximately $4,500,000 and $1,470,000 as of January 31, 2004 and April 30, 2003, respectively.
 
    The Company has entered into whole loan sale agreements with investors in the normal course of business, which include standard representations and warranties customary to the mortgage banking industry. Violations of these representations and warranties may require the Company to repurchase loans previously sold. A liability has been established related to the potential loss on repurchase of loans previously sold of $21,907 and $18,859 at January 31, 2004 and April 30, 2003, respectively. This liability is included in accounts payable, accrued expenses and other on the condensed consolidated balance sheets. Repurchased loans are normally sold in subsequent sale transactions.
 
    The Company and its subsidiaries have various contingent purchase price obligations in connection with prior acquisitions. In many cases, contingent payments to be made in connection with these acquisitions are not subject to a stated limit. The Company estimates the potential payments (undiscounted) total approximately $7,112 and $52,290 as of January 31, 2004 and April 30, 2003, respectively. The Company’s estimate is based on current financial conditions. Should actual results differ materially from the Company’s assumptions, the

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    potential payments will differ from the above estimate. Such payments, if and when paid, would be recorded as additional goodwill.
 
    The Company has contractual commitments to fund certain franchises requesting draws on Franchise Equity Lines of Credit (FELCs). The commitment to fund FELCs as of January 31, 2004 and April 30, 2003 totaled $61,152 and $56,070, respectively, with a related receivable balance of $46,729 and $33,341, respectively, included on the condensed consolidated balance sheets. The receivable represents the amount drawn on the FELCs as of January 31, 2004 and April 30, 2003.
 
    The Company and its subsidiaries routinely enter into contracts that include embedded indemnifications that have characteristics similar to guarantees. Other guarantees and indemnifications of the Company and its subsidiaries include obligations to protect counter parties from losses arising from the following: (a) tax, legal and other risks related to the purchase or disposition of businesses; (b) penalties and interest assessed by Federal and state taxing authorities in connection with tax returns prepared for clients; (c) indemnification of the Company’s directors and officers; and (d) third-party claims relating to various arrangements in the normal course of business. Typically, there is no stated maximum payment related to these indemnifications, and the term of indemnities may vary and in many cases is limited only by the applicable statute of limitations. The likelihood of any claims being asserted against the Company or its subsidiaries and the ultimate liability related to any such claims, if any, is difficult to predict. While management cannot provide assurance the Company and its subsidiaries will ultimately prevail in the event any such claims are asserted, management believes the fair value of these guarantees and indemnifications is not material as of January 31, 2004.
 
12.   Litigation Commitments and Contingencies
 
    In November 2002, the Company and a major franchisee of a subsidiary of the Company, reached an agreement with the plaintiff class in the class action lawsuit entitled Ronnie and Nancy Haese, et al. v. H&R Block, Inc. et al., Case No. CV96-423, in the District Court of Kleberg County, Texas, related to RALs. The settlement provides a five-year package of coupons class members can use to obtain a variety of tax preparation and tax planning services from the Company’s subsidiaries. The Company’s major franchisee (a co-defendant), which operates more than half of all H&R Block offices in Texas, will share a portion of the total settlement cost. As a result, the Company recorded a liability and pretax expense of $41,672, during the second quarter of fiscal year 2003, which, at the time, represented the Company’s best estimate of its share of the settlement cost for plaintiff class legal fees and expenses, tax products and associated mailing expenses. The Company’s share of the settlement is less than the total amount awarded due to amounts recoverable from a co-defendant in the case. The settlement was approved by the court as a part of a final judgment entered on June 24, 2003. No appeals of the judgment and award were filed. The Company paid the award of $49,900 of attorneys’ fees and expenses to class counsel on August 22, 2003. In addition to the liability that has already been recorded and/or paid, the Company will reduce revenues associated with tax preparation services as the coupons are redeemed each year. The settlement coupons were distributed prior to the 2004 tax season.

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    The Company has been involved in a number of putative RAL class action cases since 1990. While the Company has successfully defended many such cases, several cases are still pending and the amounts claimed in some of those cases is very substantial. In order to avoid the uncertainty of litigation and the diversion of resources and personnel resulting from the lawsuits, the Company, the lending bank, and the plaintiffs in the case Joel E. Zawikowski, et al. v. Beneficial National Bank, H&R Block, Inc., et al. (renamed Lynne A. Carnegie, et al. v. H&R Block, Inc., et al.), Case No. 98-C-2178 in the United States District Court for Northern Illinois, had agreed to a settlement class and a settlement of RAL-related claims on a nationwide basis. Under that settlement, the Company and the lending bank agreed to each pay $12,500 toward a $25,000 settlement fund for the benefit of the class members. The settlement was approved by the District Court in February 2001 and the defendants paid the $25,000 into an escrow fund. Certain class members who had objected to the settlement appealed the order approving the settlement to the Seventh Circuit Court of Appeals. In April 2002, the Court of Appeals reversed the District Court’s order approving the settlement and remanded the matter back to the District Court for further consideration of the fairness and adequacy of the proposed settlement by a new District Court judge. In April 2003, the District Court judge declined to approve the $25,000 settlement, finding that counsel for the settlement plaintiffs had been inadequate representatives of the plaintiff class and failed to sustain their burden of showing that the settlement was fair. The judge appointed new counsel for the plaintiffs in the first quarter of fiscal year 2004 and named their client, Lynne A. Carnegie, as lead plaintiff. The new counsel for the plaintiffs have since filed an amended complaint and a motion for partial summary judgment. The defendants have filed a motion to dismiss, a brief in response to allegations in the plaintiffs’ amended complaint relating to class certification, and responses to plaintiffs’ motion for partial summary judgment. Rulings on these motions are pending, and extensive discovery is proceeding. The Company recorded a receivable in the amount of its $12,500 share of the settlement fund in the fourth quarter of fiscal year 2003 and recorded a reserve in such quarter of $12,500 consistent with the existing settlement authority of the Board of Directors. The defendants requested the release of the escrowed settlement fund and the $12,500 was received during the second quarter of fiscal year 2004. The Company intends to defend the case and the remaining RAL class action litigation vigorously, but there are no assurances as to their outcome.
 
    The Company and certain of its current and former officers and directors are named defendants in litigation entitled Paul White, et al. v. H&R Block, et al., consolidated Case Numbers 02CV8965, 02CV9661, 02CV9682 and 02CV9830 pending in the United States District Court for the Southern District of New York since the third quarter of fiscal year 2003. The respective named plaintiffs seek to represent a class of shareholders who purchased the Company’s stock between November 8, 1997 and November 6, 2002, and allege that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by failing to disclose to shareholders various cases in which the Company had been sued regarding the RAL program, by failing to set adequate reserves for those cases, and by failing to disclose the supposed implications of those cases for the future of the RAL program. The four securities law cases were all assigned to the same judge and consolidated for pre-trial matters. A consolidated complaint was filed in March 2003 and the defendants responded by filing a motion to dismiss in April 2003. In response to defendants’ motion to dismiss, the plaintiffs informed defendants that they wished further to amend their complaint. Defendants consented to the filing of an amended

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    complaint as a pleading matter, the plaintiffs filed the amended complaint, and the defendants filed a motion to dismiss it in August 2003. The Company believes the claims in these actions are without merit, and intends to defend them vigorously.
 
    In January 2004, the Company and most of its former major franchisees entered into settlement of the litigation entitled William R. Smith, Inc., et al. v. H&R Block, Inc., et al., Case No. 99-CV-206379, in the Circuit Court of Jackson County, Missouri (previously known as Armstrong Business Services, Inc., et al. v. H&R Block, Inc., et al.). In this litigation, the former major franchisees alleged breaches of contract and other matters against the Company and certain subsidiaries. The Company’s subsidiary, HRB Royalty, Inc., in turn sought and received a declaration that it could elect not to renew the major franchise agreements upon expiration of their current terms. HRB Royalty subsequently notified the plaintiff major franchisees that it did not intend to renew their major franchise agreements upon expiration. During the nine months ended January 31, 2004, the plaintiffs’ major franchise agreements accordingly expired and subsidiaries of the Company acquired and began operating the tax preparation business as company-owned operations in the former major franchise territories. The major franchise agreements required HRB Royalty to pay a “fair and equitable price” to the franchisee for the franchise business. The major franchise agreements provided further such price must be no less than 80% of the franchisee’s revenues for the most recent twelve months ended April 30 plus the value of equipment and supplies and certain off-season expenses. Cash payments of $243,257 were made related to these former major franchises during the nine months ended January 31, 2004.
 
    The Smith settlement provides for payment to the franchisees of $130,096, which is included in the amount above, as additional payment for the value of their former franchise businesses and resolves all other disputes involved in the litigation. The settlement also resolved all issues regarding the first trial involving one of the plaintiffs in the Smith litigation held in October 2003, with the settlement payment encompassing payment of the jury verdict in the first trial of $3,197 for the franchise business and $921 for plaintiff’s claims for damages against the Company. In December 2003, one other “major” franchisee whose franchise agreement did not expire until early 2005 entered into a new franchise agreement with a limited term.
 
    In addition to the aforementioned cases, the Company and its subsidiaries have from time to time been parties to claims and lawsuits arising out of such subsidiaries’ business operations, including other claims and lawsuits relating to RALs, and claims and lawsuits concerning the preparation of customers’ income tax returns, the electronic filing of income tax returns, the fees charged customers for various services, the Peace of Mind guarantee program associated with income tax return preparation services, relationships with franchisees and contract disputes. Such lawsuits include actions by individual plaintiffs, as well as cases in which plaintiffs seek to represent a class of similarly situated customers. The amounts claimed in these claims and lawsuits are substantial in some instances, and the ultimate liability with respect to such litigation and claims is difficult to predict. The Company’s management considers these cases to be ordinary, routine litigation incidental to its business, believes the Company and its subsidiaries have meritorious defenses to each of them and is defending, or intends to defend, them vigorously. While management cannot provide assurance the Company and its subsidiaries will

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    ultimately prevail in each instance, management believes that amounts, if any, required to be paid by the Company and its subsidiaries in the discharge of liabilities or settlements will not have a material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. Regardless of outcome, claims and litigation can adversely affect the Company and its subsidiaries due to defense costs, diversion of management and publicity related to such matters.
 
    It is the Company’s policy to accrue for amounts related to legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Many of the various legal proceedings are covered in whole, or in part, by insurance.
 
13.   Segment Information
 
    Information concerning the Company’s operations by reportable operating segment for the three and nine months ended January 31, 2004 and 2003 is as follows:

                                 
    Three months ended   Nine months ended
    January 31,
  January 31,
    2004
  2003
  2004
  2003
Revenues:
                               
U.S. Tax Operations
  $ 463,646     $ 403,571     $ 551,357     $ 460,286  
Mortgage Operations
    331,926       396,980       985,977       921,874  
Business Services
    112,293       100,741       319,816       293,938  
Investment Services
    57,753       48,047       167,443       156,737  
International Tax Operations
    10,849       8,779       35,403       28,388  
Corporate Operations
    690       295       2,706       (48 )
 
   
 
     
 
     
 
     
 
 
 
  $ 977,157     $ 958,413     $ 2,062,702     $ 1,861,175  
 
   
 
     
 
     
 
     
 
 
Income (loss) from:
                               
U.S. Tax Operations
  $ 68,236     $ 34,137     $ (155,874 )   $ (212,192 )
Mortgage Operations
    154,476       262,466       502,331       563,071  
Business Services
    1,955       (4,197 )     (7,456 )     (12,255 )
Investment Services
    (12,811 )     (31,755 )     (41,904 )     (92,488 )
International Tax Operations
    (6,409 )     (5,735 )     (12,262 )     (12,436 )
Corporate Operations
    (29,327 )     (31,982 )     (72,752 )     (88,917 )
 
   
 
     
 
     
 
     
 
 
Income before taxes
  $ 176,120     $ 222,934     $ 212,083     $ 144,783  
 
   
 
     
 
     
 
     
 
 

14.   New Accounting Pronouncements
 
    SAB 105
 
    On March 9, 2003, the SEC Staff issued SAB 105. SAB 105 states that, when valuing loan commitments, registrants may not include expected future cash flows related to the associated servicing of the loan and, similarly, may not recognize any other internally developed intangible assets as part of the loan commitment derivative. The guidance in SAB 105 is effective for new loan commitments entered into after March 31, 2004. At January 31, 2004, the Company had recorded assets totaling $8,620 related to its loan commitments. It is possible that the effect of SAB 105 will be to delay recognition of all, or a portion, of the loan commitment asset, and

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    related gain, until the loans are sold. The Company is in the process of analyzing the effect of SAB 105 and has not yet determined the impact of adoption.
 
    SFAS 149
 
    In April 2003, Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS 149) was issued. SFAS 149 amends and clarifies the accounting for derivative instruments and incorporates many of the implementation issues cleared as a result of the Derivatives Implementation Group process. The provisions of this standard are effective for contracts entered into or modified after June 30, 2003. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
 
    FIN 46
 
    In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). A revision of FIN 46 was issued in December 2003. FIN 46 provides guidance with respect to the consolidation of certain variable interest entities (VIEs) whereby a VIE must be consolidated by its primary beneficiary if the entity does not effectively disperse risks among parties involved. The primary beneficiary is one who absorbs a majority of the expected losses, residual returns, or both as a result of holding variable interests. FIN 46 also requires disclosures for both the primary beneficiary of a VIE and other parties with significant variable interests in the entity.
 
    The provisions of FIN 46 apply immediately to VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. As revised, application of FIN 46 is required for interests in VIEs commonly referred to as special-purpose entities in financial statements for periods ending after December 15, 2003. Application for interests in all other types of entities is required in financial statement for periods ending after March 15, 2004.
 
    The Mortgage Operations segment has an interest in certain QSPEs it currently does not consolidate, which are exempt from the provisions of FIN 46. Adoption of FIN 46 where application was required during the quarter ended January 31, 2004 did not have a material impact on the Company’s consolidated financial statements.
 
    The Company is continuing its evaluation of interests in other potential VIEs, and will continue to monitor additional guidance as provided by the FASB.
 
    EITF 00-21
 
    In August 2003, the Company adopted Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” (EITF 00-21). EITF 00-21 requires consideration received in connection with arrangements involving multiple revenue generating activities be measured and allocated to each separate unit of accounting in the arrangement. Revenue recognition is determined separately for each unit of accounting within the arrangement. EITF 00-21 impacts revenue and expense recognition related to tax preparation in the Company’s premium tax offices where POM guarantees are included in the price of a completed tax return. Prior to the adoption of EITF 00-21, revenues and expenses related to POM guarantees at

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    premium offices were recorded in the same period as tax preparation revenues. Beginning May 1, 2003, revenues and direct expenses related to POM guarantees are now initially deferred and recognized over the guarantee period in proportion to POM claims paid. As a result of the adoption of EITF 00-21, the Company recorded a cumulative effect of a change in accounting principle of $6,359, net of taxes of $4,031, as of May 1, 2003.
 
    Restated results for the three months ended July 31, 2003 and pro forma results, as if EITF 00-21 had been applied during the three and nine months ended January 31, 2003 are as follows:

                 
    Three months ended July 31, 2003
    As reported
  Restated
Revenues
  $ 494,843     $ 505,690  
 
   
 
     
 
 
Income before taxes
    17,297       18,829  
Net income before cumulative effect of change in accounting principle
    10,582       11,519  
Cumulative effect of change in accounting principle
          (6,359 )
 
   
 
     
 
 
Net income
  $ 10,582     $ 5,160  
 
   
 
     
 
 
Basic and diluted earnings per share
  $ .06     $ .03  
                                 
    Three months ended   Nine months ended
    January 31, 2003
  January 31, 2003
    As reported
  Pro forma
  As reported
  Pro forma
Net income
  $ 132,313     $ 132,680     $ 85,422     $ 88,124  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share
  $ .74     $ .74     $ .48     $ .49  
Diluted earnings per share
    .73       .73       .46       .48  

    Revenues recognized during the three and nine months ended January 31, 2004, which were initially recognized in prior periods and recorded as part of the cumulative effect of a change in accounting principle, totaled $6,206 and $26,631, respectively.
 
    Current Accounting Issues
 
    Exposure Draft – Amendment of SFAS 140

The FASB intends to reissue the exposure draft, “Qualifying Special Purpose Entities and Isolation of Transferred Assets, an Amendment of FASB Statement No. 140,” during the first quarter of calendar year 2004. The purpose of the proposal is to provide more specific guidance on the accounting for transfers of financial assets to a QSPE.
 
    Provisions in the first exposure draft, if adopted, may have required the Company to consolidate its current QSPEs (the Trusts) established in its Mortgage Operations segment. As of January 31, 2004, the Trusts had assets and liabilities of $2,785,603. The provisions of the exposure draft are subject to FASB due process and are subject to change. The Company will continue to monitor

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    the status of the exposure draft, and consider changes, if any, to current structures as a result of the proposed rules.
 
15.   Condensed Consolidating Financial Statements
 
    Block Financial Corporation (BFC) is an indirect, wholly owned consolidated subsidiary of the Company. BFC is the Issuer and the Company is the Guarantor of the Senior Notes issued on October 21, 1997 and April 13, 2000. These condensed consolidating financial statements have been prepared using the equity method of accounting. Earnings of subsidiaries are, therefore, reflected in the Company’s investment in subsidiaries account. The elimination entries eliminate investments in subsidiaries, related stockholder’s equity and other intercompany balances and transactions.
 
    Condensed Consolidating Income Statements

                                         
    Three months ended January 31, 2004
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Total revenues
  $     $ 457,873     $ 519,412     $ (128 )   $ 977,157  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Compensation & benefits
          121,229       271,626       (20 )     392,835  
Occupancy & equipment
          16,789       77,975             94,764  
Depreciation & amortization
          18,785       27,702             46,487  
Marketing & advertising
          16,955       51,130       (110 )     67,975  
Interest
          10,515       10,846             21,361  
Supplies, freight & postage
          5,526       23,083             28,609  
Other
          117,725       33,005       (108 )     150,622  
 
   
 
     
 
     
 
     
 
     
 
 
 
          307,524       495,367       (238 )     802,653  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income
          150,349       24,045       110       174,504  
Other income, net
    176,120             1,616       (176,120 )     1,616  
 
   
 
     
 
     
 
     
 
     
 
 
Income before taxes
    176,120       150,349       25,661       (176,010 )     176,120  
Income taxes
    69,394       60,986       8,364       (69,350 )     69,394  
 
   
 
     
 
     
 
     
 
     
 
 
Net income
  $ 106,726     $ 89,363     $ 17,297     $ (106,660 )   $ 106,726  
 
   
 
     
 
     
 
     
 
     
 
 

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    Three months ended January 31, 2003
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Total revenues
  $     $ 484,901     $ 473,597     $ (85 )   $ 958,413  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Compensation & benefits
          105,387       246,785       37       352,209  
Occupancy & equipment
          19,780       67,569             87,349  
Depreciation & amortization
          20,490       22,180             42,670  
Marketing & advertising
          9,999       45,486       (154 )     55,331  
Interest
          13,960       10,857             24,817  
Supplies, freight & postage
          8,167       24,987             33,154  
Other
          76,035       66,626       (70 )     142,591  
 
   
 
     
 
     
 
     
 
     
 
 
 
          253,818       484,490       (187 )     738,121  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
          231,083       (10,893 )     102       220,292  
Other income, net
    222,934             2,642       (222,934 )     2,642  
 
   
 
     
 
     
 
     
 
     
 
 
Income (loss) before taxes (benefit)
    222,934       231,083       (8,251 )     (222,832 )     222,934  
Income taxes (benefit)
    90,621       93,931       (3,354 )     (90,577 )     90,621  
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ 132,313     $ 137,152     $ (4,897 )   $ (132,255 )   $ 132,313  
 
   
 
     
 
     
 
     
 
     
 
 
                                         
    Nine months ended January 31, 2004
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Total revenues
  $     $ 1,230,483     $ 832,451     $ (232 )   $ 2,062,702  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Compensation & benefits
          339,308       534,450       46       873,804  
Occupancy & equipment
          55,586       197,643             253,229  
Depreciation & amortization
          54,877       67,620             122,497  
Marketing & advertising
          33,396       66,809       (439 )     99,766  
Interest
          34,978       29,479             64,457  
Supplies, freight & postage
          13,627       37,723             51,350  
Other
          279,610       110,659       (278 )     389,991  
 
   
 
     
 
     
 
     
 
     
 
 
 
          811,382       1,044,383       (671 )     1,855,094  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
          419,101       (211,932 )     439       207,608  
Other income, net
    212,083             4,475       (212,083 )     4,475  
 
   
 
     
 
     
 
     
 
     
 
 
Income (loss) before taxes (benefit)
    212,083       419,101       (207,457 )     (211,644 )     212,083  
Income taxes (benefit)
    83,462       170,537       (87,248 )     (83,289 )     83,462  
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss) before change in accounting
    128,621       248,564       (120,209 )     (128,355 )     128,621  
Cumulative effect of change in accounting
    (6,359 )           (6,359 )     6,359       (6,359 )
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ 122,262     $ 248,564     $ (126,568 )   $ (121,996 )   $ 122,262  
 
   
 
     
 
     
 
     
 
     
 
 

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    Nine months ended January 31, 2003
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Total revenues
  $     $ 1,121,858     $ 739,547     $ (230 )   $ 1,861,175  
 
   
 
     
 
     
 
     
 
     
 
 
Expenses:
                                       
Compensation & benefits
          294,779       496,553       360       791,692  
Occupancy & equipment
          51,199       172,443             223,642  
Depreciation & amortization
          58,027       56,711             114,738  
Marketing & advertising
          22,561       63,237       (463 )     85,335  
Interest
          47,690       22,099             69,789  
Supplies, freight & postage
          16,724       38,748             55,472  
Impairment of goodwill
          24,000                   24,000  
Other
          185,195       171,643       (538 )     356,300  
 
   
 
     
 
     
 
     
 
     
 
 
 
          700,175       1,021,434       (641 )     1,720,968  
 
   
 
     
 
     
 
     
 
     
 
 
Operating earnings (loss)
          421,683       (281,887 )     411       140,207  
Other income, net
    144,783             4,576       (144,783 )     4,576  
 
   
 
     
 
     
 
     
 
     
 
 
Earnings (loss) before income taxes (benefit)
    144,783       421,683       (277,311 )     (144,372 )     144,783  
Income taxes (benefit)
    59,361       180,671       (121,478 )     (59,193 )     59,361  
 
   
 
     
 
     
 
     
 
     
 
 
Net earnings (loss)
  $ 85,422     $ 241,012     $ (155,833 )   $ (85,179 )   $ 85,422  
 
   
 
     
 
     
 
     
 
     
 
 

    Condensed Consolidating Balance Sheets

                                         
    January 31, 2004
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Cash & cash equivalents
  $     $ 157,737     $ 513,352     $     $ 671,089  
Cash & cash equivalents - - restricted
          591,398       15,434             606,832  
Receivables from customers, brokers and dealers, net
          645,357                   645,357  
Receivables, net
    543       801,636       290,872             1,093,051  
Intangible assets and goodwill, net
          469,116       820,162             1,289,278  
Investments in subsidiaries
    3,700,167       205       333       (3,700,167 )     538  
Other assets
    (193 )     1,085,228       396,182       825       1,482,042  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 3,700,517     $ 3,750,677     $ 2,036,335     $ (3,699,342 )   $ 5,788,187  
 
   
 
     
 
     
 
     
 
     
 
 
Notes payable
  $     $ 1,411,177     $     $     $ 1,411,177  
Accts. payable to customers, brokers and dealers
          1,126,103                   1,126,103  
Long-term debt
          498,075       53,331             551,406  
Other liabilities
    2       575,153       647,780             1,222,935  
Net intercompany advances
    2,223,949       (981,478 )     (1,242,857 )     386        
Stockholders’ equity
    1,476,566       1,121,647       2,578,081       (3,699,728 )     1,476,566  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities and stockholders’ equity
  $ 3,700,517     $ 3,750,677     $ 2,036,335     $ (3,699,342 )   $ 5,788,187  
 
   
 
     
 
     
 
     
 
     
 
 

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    April 30, 2003
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Cash & cash equivalents
  $     $ 180,181     $ 695,172     $     $ 875,353  
Cash & cash equivalents - - restricted
          420,787       17,455             438,242  
Receivables from customers, brokers and dealers, net
          517,037                   517,037  
Receivables, net
    168       171,612       231,417             403,197  
Intangible assets and goodwill, net
          491,091       564,989             1,056,080  
Investments in subsidiaries
    3,546,734       215       1,105       (3,546,734 )     1,320  
Other assets
    (1,321 )     1,019,118       293,930       949       1,312,676  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 3,545,581     $ 2,800,041     $ 1,804,068     $ (3,545,785 )   $ 4,603,905  
 
   
 
     
 
     
 
     
 
     
 
 
Accts. payable to customers, brokers and dealers
  $     $ 862,694     $     $     $ 862,694  
Long-term debt
          747,550       74,752             822,302  
Other liabilities
    2,654       360,125       892,457       (36 )     1,255,200  
Net intercompany advances
    1,879,218       (37,776 )     (1,841,943 )     501        
Stockholders’ equity
    1,663,709       867,448       2,678,802       (3,546,250 )     1,663,709  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities and stockholders’ equity
  $ 3,545,581     $ 2,800,041     $ 1,804,068     $ (3,545,785 )   $ 4,603,905  
 
   
 
     
 
     
 
     
 
     
 
 

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Condensed Consolidating Statements of Cash Flows

                                         
    Nine months ended January 31, 2004
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Net cash provided by (used in) operating activities:
  $ 30,336     $ (630,337 )   $ (401,639 )   $     $ (1,001,640 )
 
   
 
     
 
     
 
     
 
     
 
 
Cash flows from investing:
                                       
Purchase of AFS securities
                (10,495 )           (10,495 )
Cash received on residuals
          127,997                   127,997  
Proceeds from sale of NIM residuals
          17,000                   17,000  
Sales of AFS securities
          4,165       13,439             17,604  
Purchase property & equipment
          (28,037 )     (53,141 )           (81,178 )
Payments for business acq.
                (280,280 )           (280,280 )
Net intercompany advances
    333,289                   (333,289 )      
Other, net
          19,309       (7,366 )           11,943  
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) investing activities
    333,289       140,434       (337,843 )     (333,289 )     (197,409 )
 
   
 
     
 
     
 
     
 
     
 
 
Cash flows from financing:
                                       
Repayments of notes payable
          (1,022,716 )                 (1,022,716 )
Proceeds from notes payable
          2,433,893                   2,433,893  
Repayments of securitization financing
          (50,100 )                 (50,100 )
Proceeds from securitization financing
          50,100                   50,100  
Payments on acquisition debt
                (50,820 )           (50,820 )
Dividends paid
    (103,538 )                       (103,538 )
Acquisition of treasury shares
    (371,242 )                       (371,242 )
Proceeds from issuance of common stock
    111,155                         111,155  
Net intercompany advances
          (943,718 )     610,429       333,289        
Other, net
                (1,947 )           (1,947 )
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    (363,625 )     467,459       557,662       333,289       994,785  
 
   
 
     
 
     
 
     
 
     
 
 
Net decrease in cash
          (22,444 )     (181,820 )           (204,264 )
Cash - beginning of period
          180,181       695,172             875,353  
 
   
 
     
 
     
 
     
 
     
 
 
Cash - end of period
  $     $ 157,737     $ 513,352     $     $ 671,089  
 
   
 
     
 
     
 
     
 
     
 
 

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Table of Contents

                                         
    Nine months ended January 31, 2003
    H&R Block, Inc.   BFC   Other           Consolidated
    (Guarantor)
  (Issuer)
  Subsidiaries
  Elims
  H&R Block
Net cash provided by (used in) operating activities:
  $ 27,060     $ (21,514 )   $ (372,295 )   $     $ (366,749 )
 
   
 
     
 
     
 
     
 
     
 
 
Cash flows from investing:
                                       
Purchase of AFS securities
          (10,577 )                 (10,577 )
Cash received on residuals
          117,522                   117,522  
Proceeds from sale of NIM residuals
          142,486                   142,486  
Maturities of AFS securities
          7,730       2,000             9,730  
Purchase property & equipment
          (30,149 )     (65,480 )           (95,629 )
Payments for business acq.
                (24,239 )           (24,239 )
Net intercompany advances
    271,380                   (271,380 )      
Other, net
          (1,518 )     (4,486 )           (6,004 )
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) investing activities
    271,380       225,494       (92,205 )     (271,380 )     133,289  
 
   
 
     
 
     
 
     
 
     
 
 
Cash flows from financing:
                                       
Repayments of notes payable
          (9,301,285 )                 (9,301,285 )
Proceeds from notes payable
          9,888,088                   9,888,088  
Payments on acquisition debt
                (52,107 )           (52,107 )
Dividends paid
    (93,645 )                       (93,645 )
Payments to acquire treasury shares
    (317,608 )                       (317,608 )
Proceeds from issuance of common stock
    112,813                         112,813  
Net intercompany advances
          (812,757 )     541,377       271,380        
Other, net
                (2,023 )           (2,023 )
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    (298,440 )     (225,954 )     487,247       271,380       234,233  
 
   
 
     
 
     
 
     
 
     
 
 
Net increase (decrease) in cash
          (21,974 )     22,747             773  
Cash - beginning of period
          197,959       238,186             436,145  
 
   
 
     
 
     
 
     
 
     
 
 
Cash - end of period
  $     $ 175,985     $ 260,933     $     $ 436,918  
 
   
 
     
 
     
 
     
 
     
 
 

16.   Subsequent Event
 
    On February 24, 2004, the Company declared a cash dividend of $.20 per share to shareholders of record as of March 11, 2004, payable on April 1, 2004.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

H&R Block, Inc. (the Company) is a diversified company with subsidiaries primarily engaged in the business of providing financial services including tax services, investment and mortgage products and services, and accounting and consulting services. For nearly 50 years, the Company has been developing relationships with millions of tax clients and its strategy is to expand on these relationships.

H&R Block’s Mission:

To help our clients achieve their financial objectives
by serving as their tax and financial partner.

H&R Block’s Vision:

To be the world’s leading provider of financial services
through tax and accounting-based advisory relationships.

Key to achieving the Company’s mission and vision is enhancing client experiences through consistent delivery of valuable services and advice. The Company believes offering advice facilitates a financial partnership and increases client satisfaction and retention. New products and services are continually introduced to bring additional value to the overall experience and allow clients to reach their financial objectives. Operating in multiple lines of business allows the Company to serve the changing financial needs of all its customers. The Company carries out its mission and vision through the following reportable operating segments:

U.S. Tax Operations: This segment primarily consists of the Company’s income tax preparation businesses. Retail tax offices served 16.5 million taxpayers in fiscal year 2003 - more than any other personal tax services company. Digital tax services also served 2.1 million clients through TaxCut tax preparation software (includes only federal e-filings) and online tax preparation in fiscal year 2003. By offering professional and do-it-yourself tax preparation options, the Company can serve its clients how they choose to be served.

Mortgage Operations: This segment is primarily engaged in the origination of non-prime mortgage loans, the sale and securitization of mortgage assets (which includes mortgage loans and residual interests), and the servicing of non-prime loans. A key focus of Mortgage Operations is to optimize cash flows from its operations. The Company believes offering mortgage products to other segments’ clients results in added value to the total client experience.

Business Services: This segment is engaged in providing accounting, tax, consulting, payroll, employee benefits and capital markets services to business clients and tax, financial and estate planning, wealth management and insurance services to individuals. The Company continues to focus on establishing core service relationships with middle-market clients by adding non-traditional business and personal services to enhance these client relationships. In doing so, the

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Company intends to develop Business Services as a leading provider of middle-market professional services.

Investment Services: This segment is primarily engaged in offering investment services and securities products. Investment Services also offers these services and products to U.S. Tax and Mortgage Operations clients, bringing additional value to the overall client experience.

International Tax Operations: This segment is primarily engaged in providing local tax return preparation, filing and related services in Canada, Australia and the United Kingdom. In addition, International Tax Operations includes Overseas operations, which consists of company-owned and franchise offices preparing tax returns for U.S. citizens living abroad.

The analysis that follows should be read in conjunction with the tables below and the condensed consolidated income statements found on page 2.

Consolidated H&R Block, Inc.

Consolidated H&R Block, Inc. – Three-Month Results

                         
(in 000s, except per share amounts)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Revenues
  $ 977,157     $ 958,413     $ 579,855  
 
   
 
     
 
     
 
 
Pretax income
    176,120       222,934       17,134  
Net income
  $ 106,726     $ 132,313     $ 10,376  
 
   
 
     
 
     
 
 
Basic earnings per share
  $ .60     $ .74     $ .06  
 
   
 
     
 
     
 
 
Diluted earnings per share
  $ .59     $ .73     $ .06  
 
   
 
     
 
     
 
 

Overview

A summary of the Company’s results for the three months ended January 31, 2004 is as follows:

  Net income was $106.7 million, compared to $132.3 million in the prior year.
 
  Revenues grew $18.7 million, or 2.0%, over the prior year.
 
  U.S. Tax Operations’ revenues increased $60.1 million, or 14.9%, primarily due to company-owned operations in former major franchise territories, which contributed $24.3 million, $10.5 million in additional revenues from the digital tax solutions business, and revenues related to the Company’s RAL business, which increased $6.2 million.
 
  U.S. Tax Operations’ pretax income increased $34.1 million, or 99.9%, in conjunction with the increased revenues and as a result of a decline of $8.3 million in legal expenses and effective management of off-season expenses.
 
  Mortgage Operations’ revenues and pretax earnings decreased $65.1 million and $108.0 million, respectively, from the prior year and $19.2 million and $29.6 million, respectively, from the preceding quarter. The decline from the prior year is due to the gain on sale of NIM residual interests of $130.9 million recorded in November 2002, compared to a similar gain of only $17.0 million in the current year.
 
  Mortgage originations totaled $5.4 billion, an increase of 18.1% over the prior year and a decrease of 15.6% over the preceding quarter. Execution pricing on sales of mortgage assets

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    was 4.08% in the current quarter compared to 4.60% in the prior year and 3.87% in the preceding quarter.
 
  Investment Services’ pretax loss improved 59.7% due primarily to increases in production revenues coupled with lower operating expenses.

Consolidated H&R Block, Inc. – Nine-Month Results

                 
(in 000s, except per share amounts)
  January 31, 2004
  January 31, 2003
Revenues
  $ 2,062,702     $ 1,861,175  
 
   
 
     
 
 
Pretax income
    212,083       144,783  
Net income before change in accounting principle
    128,621       85,422  
Cumulative effect of change in accounting principle
    (6,359 )      
 
   
 
     
 
 
Net income
  $ 122,262     $ 85,422  
 
   
 
     
 
 
Basic earnings per share:
               
Before change in accounting principle
  $ .72     $ .48  
 
   
 
     
 
 
Net income
  $ .69     $ .48  
 
   
 
     
 
 
Diluted earnings per share:
               
Before change in accounting principle
  $ .71     $ .46  
 
   
 
     
 
 
Net income
  $ .67     $ .46  
 
   
 
     
 
 

Overview

A summary of the Company’s results for the nine months ended January 31, 2004 is as follows:

  Net income was $122.3 million, compared to $85.4 million in the prior year.
 
  Revenues grew $201.5 million, or 10.8%, over the prior year.
 
  U.S. Tax Operations’ revenues increased $91.1 million, or 19.8%, primarily due to company-owned operations in former major franchise territories, which contributed $24.9 million, increased Peace of Mind (POM) revenues of $23.3 million related primarily to the adoption of EITF 00-21, revenues related to RALs, which increased $11.7 million, and the digital tax solutions business, which increased $10.8 million.
 
  Mortgage Operations’ revenues increased $64.1 million and pretax earnings decreased $60.7 million over the prior year.
 
  Mortgage originations totaled $17.0 billion, an increase of 44.3% over the prior year.
 
  Investment Services’ pretax loss improved 54.7% due primarily to the goodwill impairment charge recorded in the prior year and increases in annuitized revenues.

U.S. Tax Operations

This segment is primarily engaged in providing tax return preparation, filing, advice and related services in the United States. Segment revenues include fees earned for tax-related services performed at company-owned tax offices, royalties from franchise offices, sales of tax preparation and other software, fees from online tax preparation, and payments related to refund anticipation loan (RAL) participations.

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TaxCut from H&R Block enables do-it-yourself users to prepare their federal and state tax returns easily and accurately. Several versions of the software are available to suit the needs of individual users, including TaxCut Standard, TaxCut Deluxe (includes free state and electronic filing), TaxCut Platinum for more complex returns and TaxCut Home & Business for small business owners. Other personal productivity software packages are also offered, including H&R Block Deduction Pro, WillPower and Home & Business Attorney.

Clients also have the option of online do-it-yourself tax preparation, online professional tax review, online tax advice and online tax preparation through a tax professional (whereby the client completes an online tax organizer and sends it to a tax professional for preparation) through the hrblock.com website. The Company also participates in the Free File Alliance, formed in fiscal year 2003. This alliance was created by the tax preparation industry and the Internal Revenue Service (IRS), and allows qualified lower-income filers to prepare and file their federal return online at no charge.

During the nine months ended January 31, 2004, the Company began operating income tax return preparation businesses in the franchise territories previously operated by ten of its former major franchisees. As a result of these operations, the company has 459 company-owned and 277 company-owned franchise offices for the current tax season in these territories. The current year includes the results for company-owned operations in these former franchise territories. These retail offices contributed pretax losses of $2.3 million and $8.2 million for the three and nine months ended January 31, 2004, respectively.

The Company has been named as a defendant in a number of lawsuits around the country alleging that the Company’s subsidiaries engaged in wrongdoing with respect to the RAL program. In particular, the plaintiffs in these cases have alleged that disclosures in the RAL applications were inadequate, misleading and untimely; that the RAL interest rates were usurious and unconscionable; that the Company suppressed the fact that it would receive part of the finance charges paid by the customer for such loans; and that the Company owes, and breached, a fiduciary duty to its customers in connection with the RAL program. In many of these cases, the plaintiffs seek to proceed on behalf of a class of similarly situated RAL customers, and in certain instances the courts have allowed the cases to proceed as class actions. In other cases, courts have held that plaintiffs must pursue their claims on an individual basis, and may not proceed as a class action. See Legal Proceedings section for additional information.

On November 19, 2002, the Company announced a settlement had been reached in the cases Ronnie and Nancy Haese, et al. v. H&R Block, Inc., et al., Case No. CV96-4213, District Court of Kleberg County, Texas (Haese I) and Ronnie and Nancy Haese, et al. v. H&R Block, Inc., et al., Case No. CV-99-314-D, District Court of Kleberg County, Texas (Haese II), filed originally as one action on July 30, 1996. As a result of that settlement, the Company recorded a liability and pretax expense of $43.5 million during the 2003 fiscal year.

The Company believes it has strong defenses to the various RAL cases and will vigorously defend its position. Nevertheless, the amounts claimed by the plaintiffs are, in some instances, very substantial, and there can be no assurances as to the ultimate outcome of the pending RAL cases, or as to the impact of the RAL cases on the Company’s financial statements.

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U.S. Tax Operations – Operating Statistics

                 
  Period January 1 through January 31,
(in 000s except average fee and offices)
  2004
  2003
Clients served:
               
Company-owned offices (1)
    2,191       2,218  
Former major franchise territories (2)
    168       **  
 
   
 
     
 
 
Total company-owned offices
    2,359       2,218  
Franchise offices (3)
    1,347       1,340  
Former major franchise territories (2)
    **       157  
 
   
 
     
 
 
Total franchise offices
    1,347       1,497  
Digital tax solutions (4)
    1,268       1,042  
 
   
 
     
 
 
 
    4,974       4,757  
 
   
 
     
 
 
Average fee per client served: (5)
               
Company-owned offices (1)
  $ 141.05     $ 129.40  
Former major franchise territories (2)
    130.29       **  
 
   
 
     
 
 
Total company-owned offices
    140.28       129.40  
Franchise offices (3)
  $ 125.71     $ 115.59  
Former major franchise territories (2)
    **       119.20  
 
   
 
     
 
 
Total franchise offices
    125.71       115.97  
 
   
 
     
 
 
 
  $ 134.99     $ 123.99  
 
   
 
     
 
 
Refund anticipation loans (RALs):
               
Company-owned offices (1)
    1,112       1,146  
Former major franchise territories (2)
    81       **  
 
   
 
     
 
 
Total company-owned offices
    1,193       1,146  
Franchise offices (3)
    713       703  
Former major franchise territories (2)
    **       81  
 
   
 
     
 
 
Total franchise offices
    713       784  
Digital tax solutions (4)
    20       19  
 
   
 
     
 
 
 
    1,926       1,949  
 
   
 
     
 
 
Offices:
               
Company-owned offices (1)
    4,746       4,672  
Former major franchise territories (2)
    459       **  
Company-owned shared office locations (6)
    947       607  
 
   
 
     
 
 
Total company-owned offices
    6,152       5,279  
 
   
 
     
 
 
Franchise offices (3)
    3,374       3,398  
Former major franchise territories (2)
    **       529  
Franchise shared office locations (6)
    325       95  
 
   
 
     
 
 
Total franchise offices
    3,699       4,022  
 
   
 
     
 
 
 
    9,851       9,301  
 
   
 
     
 
 

(1) Excludes company-owned offices in former major franchise territories which commenced operations during fiscal year 2004.
(2) Impact of company-owned offices in former major franchise territories which commenced operations during fiscal year 2004.
(3) Represents remaining major franchise territories and other franchises.
(4) Includes online completed and paid returns and federal software units sold.
(5) Calculated as tax preparation and related fees divided by clients served.
(6) Shared locations include offices located within Wal-Mart, Sears and other third-party businesses.

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U.S. Tax Operations – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Tax preparation and related fees
  $ 332,138     $ 289,540     $ 12,792  
Royalties
    43,357       38,211       1,651  
RAL participation fees
    37,185       37       7  
RAL waiver fees
    988       31,676       1,446  
Software sales
    20,995       15,703       933  
Online tax services
    8,414       3,174       430  
Peace of Mind revenue
    9,712       9,634       17,658  
Other
    10,857       15,596       12,272  
 
   
 
     
 
     
 
 
Total revenues
    463,646       403,571       47,189  
 
   
 
     
 
     
 
 
Compensation and benefits
    160,162       151,251       35,927  
Occupancy and equipment
    61,342       50,180       44,286  
Depreciation and amortization
    16,324       10,188       10,781  
Cost of software sales
    9,650       8,511       723  
Supplies, freight and postage
    11,991       13,454       3,947  
Legal
    2,096       10,430       11,101  
Other
    45,398       40,366       27,050  
Allocated corporate and shared costs:
                       
Information technology
    24,183       21,896       22,908  
Marketing
    44,653       39,601       5,634  
Finance
    4,981       5,532       4,708  
Supply
    8,235       12,049       4,886  
Other
    6,395       5,976       6,176  
 
   
 
     
 
     
 
 
Total expenses
    395,410       369,434       178,127  
 
   
 
     
 
     
 
 
Pretax income (loss)
  $ 68,236     $ 34,137     $ (130,938 )
 
   
 
     
 
     
 
 

Three months ended January 31, 2004 compared to January 31, 2003

U.S. Tax Operations’ revenues increased $60.1 million, or 14.9%, for the three months ended January 31, 2004, compared to the three months ended January 31, 2003.

Tax preparation and related fees increased $42.6 million, or 14.7%, for the three months ended January 31, 2004. This increase is primarily due to the former major franchise territories now being operated as company-owned, which contributed $21.9 million in additional tax preparation and related fees. The Company also saw an 8.4% increase in the average fee per client served, which increased to $140.28 in the current year compared to $129.40 last year. Average fee per client served is calculated as tax preparation and related fees divided by the number of clients served. Clients served in company-owned offices during the current tax season totaled 2.4 million, up 6.4% from the prior year, due entirely to the former major franchise territories now being operated as company-owned.

The average fee per client served at franchise offices increased by 8.4%, while clients served declined 10.0%. The decline is due to the former major franchise territories being operated as company-owned in fiscal year 2004. These changes, coupled with the re-franchising of certain

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former major franchise territories at higher royalty rates, resulted in an increase in royalty revenue of 13.5%.

During fiscal year 2003, the Company entered into an agreement with Household Tax Masters, Inc. (Household), whereby the Company waived its right to purchase any participation interests in and receive license fees for RALs during the period January 1 through April 30, 2003. In consideration for waiving these rights the Company received a series of payments from Household in fiscal year 2003, subject to certain adjustments in fiscal year 2004 based on delinquency rates.

Revenues earned during the current quarter in connection with RAL participations totaled $37.2 million. These revenues are approximately $5.5 million higher than waiver fees earned during the three months ended January 31, 2003. The Company’s RAL participation revenues are also benefiting from the new company-owned operations in former major franchise territories. The Company participates in RALs at a rate of nearly 50% for company-owned offices compared to 25% in major franchise offices.

Revenues from software sales increased $5.3 million, or 33.7%. A total of 1.6 million software units were sold during the quarter ended January 31, 2004, an increase of 26.0% from the 1.3 million units sold in the prior year. Software units include all software products. Unit growth is due, in part, to marketing strategies, which may be accelerating sales from the fourth quarter into the third quarter. Therefore, unit growth experienced during the third quarter may not be representative of growth expected for the full year.

Online revenues increased $5.2 million, or 165.1%, due to a 102.4% increase in total clients served and a 24.0% increase in the average price per unit over the prior year.

Total expenses for the three months ended January 31, 2004 were up $26.0 million, or 7.0%, from the prior year. The increase from the prior year is primarily a result of additional occupancy and equipment and compensation and benefits expenses. Occupancy and equipment costs increased $11.2 million over the prior year due to an increase of 1.6% in the number of company-owned offices under lease, a 6.9% increase in the average rent and new offices related to the former major franchise territories. Compensation and benefits increased $8.9 million as a result of additional personnel in the former major franchises and $3.2 million in costs associated with seasonal stock options, which were not expensed in the prior year. Depreciation and amortization expenses increased as a result of $4.2 million of intangible amortization recorded for the acquisition of assets from former major franchisees, and for additional equipment purchased for new office locations opened during the period. Other expenses increased $5.0 million, primarily as a result of $8.3 million in additional bad debt expenses recorded in conjunction with the Company’s participation in RALs in the current year. Allocated marketing and information technology costs increased $5.1 million and $2.3 million, respectively, as a result of targeted marketing projects and additional technology projects, respectively. These increases were partially offset by a decline in legal expenses of $8.3 million.

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Pretax income of $68.2 million for the three months ended January 31, 2004, represents a 99.9% improvement over the prior year pretax income of $34.1 million.

Due to the seasonal nature of this segment’s business, operating results for the three months ended January 31, 2004 are not comparable to the three months ended October 31, 2003 and are not indicative of the expected results for the entire fiscal year.

U.S. Tax Operations – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Tax preparation and related fees
  $ 356,769     $ 313,918  
Royalties
    46,044       40,529  
RAL waiver fees
    6,548       31,727  
RAL participation fees
    37,192       268  
Software sales
    22,188       17,134  
Online tax services
    9,400       3,693  
Peace of Mind revenue
    47,279       23,960  
Other
    25,937       29,057  
 
   
 
     
 
 
Total revenues
    551,357       460,286  
 
   
 
     
 
 
Compensation and benefits
    223,429       214,462  
Occupancy and equipment
    145,908       124,611  
Depreciation and amortization
    34,947       22,713  
Cost of software sales
    10,624       9,080  
Supplies, freight and postage
    17,121       19,206  
Legal
    16,979       58,735  
Other
    92,830       67,263  
Allocated corporate and shared costs:
               
Information technology
    66,746       56,122  
Marketing
    53,036       51,402  
Finance
    13,244       14,500  
Supply
    15,205       17,634  
Other
    17,162       16,750  
 
   
 
     
 
 
Total expenses
    707,231       672,478  
 
   
 
     
 
 
Pretax loss
  $ (155,874 )   $ (212,192 )
 
   
 
     
 
 

Nine months ended January 31, 2004 compared to January 31, 2003

U.S. Tax Operations’ revenues increased $91.1 million, or 19.8%, for the nine months ended January 31, 2004, compared to the nine months ended January 31, 2003.

Tax preparation and related fees increased $42.9 million for the nine months ended January 31, 2004. This increase is primarily due to the former major franchise territories now being operated as company-owned, which contributed $22.3 million in additional tax preparation and related fees. The Company also saw an 8.4% increase in the average fee per client served, which increased to $140.28 in the first month of the tax season, compared to $129.40 last year. Clients served in company-owned offices during the current tax season were 2.4 million, compared to 2.2 million in the prior year.

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The average fee per client served at franchise offices increased by 8.4%, while clients served declined 10.0%. The decline is due to the former major franchise territories being operated as company-owned in fiscal year 2004. These changes, coupled with the re-franchising of certain former major franchise territories at higher royalty rates, resulted in an increase in royalty revenue of 13.6%.

Revenues earned during the current year in connection with RAL participations totaled $37.2 million. These revenues are approximately $5.5 million higher than waiver fees earned during the nine months ended January 31, 2003, primarily as a result of the Company’s higher participation rate in company-owned offices, as discussed previously.

During the nine months ended January 31, 2004 the Company recorded revenues of $6.5 million in conjunction with the RAL waiver agreement with Household based on actual delinquency rates through December 31, 2003.

Software and online revenues increased $5.1 million and $5.7 million, respectively, due to significant increases in units sold and the average price per unit, as discussed previously.

POM revenues for the nine months ended January 31, 2004 increased $23.3 million, or 97.3%, principally due to the adoption of EITF 00-21. Prior to the adoption of EITF 00-21, revenues related to POM guarantees in premium offices were recorded within tax preparation revenues. With the adoption of EITF 00-21, the revenues are deferred and recognized over the guarantee period. The increase over the prior year is a result of the amortization of larger deferred revenue balances established as part of the cumulative effect of change in accounting principle, which increased revenues by $26.6 million.

Total expenses for the nine months ended January 31, 2004 were $707.2 million, up $34.8 million, or 5.2%, from the prior year. The increase from the prior year is primarily a result of additional occupancy and equipment and other expenses. Occupancy and equipment costs increased $21.3 million over the prior year due to a 4.2% increase in the number of company-owned offices under lease, a 6.0% increase in the average rent and offices related to the former major franchise territories. Other expenses increased $10.9 million related to the POM program and $8.3 million for additional bad debt expenses recorded in conjunction with the Company’s participation in RALs in the current year. Interest expense increased $4.2 million as a result of interest accretion related to a legal settlement and commercial paper borrowings used to fund RAL participations. Increases were also seen in depreciation and amortization, which increased as a result of $5.9 million in intangible amortization from the acquisition of assets from former major franchisees and additional equipment purchased for new office locations opened during the period. Allocated information technology costs increased $10.6 million as a result of additional technology projects. These increases were partially offset by a decline in legal expenses of $41.8 million, resulting from the Texas RAL litigation recorded in the prior year.

The pretax loss of $155.9 million for the nine months ended January 31, 2004, represents a 26.5% improvement over the prior year loss of $212.2 million.

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Mortgage Operations

This segment is primarily engaged in the origination of non-prime mortgage loans, sales and securitizations of mortgage assets and servicing of non-prime loans. Revenues consist of proceeds from sales and securitizations of loans and related assets, accretion on residual interests, loan servicing fees and interest received on loans.

Substantially all non-prime mortgage loans originated are sold daily to qualifying special purpose entities (Trusts). The Company removes the mortgage loans from its balance sheet and records the gain on the sale, cash and a receivable which represents the ultimate expected outcome from the disposition of the loans. The Trusts, as directed by the third-party beneficial interest holders, either sell the loans directly to third-party investors or back to the Company’s securitization entity to pool the loans for securitization, depending on market conditions.

In a securitization transaction, the Trusts transfer the loans to a special purpose entity, which is a consolidated subsidiary of the Company, and the Company simultaneously transfers the loans and its receivable, and the right to receive all payments on the loans, to a securitization trust. The securitization trust meets the definition of a qualifying special purpose entity (QSPE) and is therefore not consolidated by the Company. The securitization trust issues bonds, which are supported by cash flows from the pooled loans, to third-party investors. The Company retains an interest in the loans in the form of a residual interest (including overcollateralization (OC) accounts and uncertificated interests) and usually assumes first risk of loss for credit losses in the loan pool. As the cash flows of the underlying loans and market conditions change, the value of the Company’s residual interests may also change, resulting in either additional unrealized gains or impairment of the residual interests.

To accelerate cash flows from its residual interests, the Company securitizes the majority of its residual interests in net interest margin (NIM) transactions. In a NIM transaction, residual interests are normally transferred to another QSPE (NIM trust), which then issues bonds to third-party investors.

Proceeds from the bonds are returned to the Company as payment for the residual interests. The bonds are secured by pooled residual interests and are obligations of the NIM trust. The Company retains a subordinated interest in the NIM trust, and receives cash flows on its residual interest generally after the bonds issued to the third-party investors are paid in full. Residual interests retained from NIM securitizations may also be bundled and sold in a subsequent securitization.

Substantially all non-prime loans originated and subsequently sold or securitized are transferred with servicing rights retained. Servicing activities include processing of mortgage loan payments and the administration of mortgage loans, with loan servicing fees received monthly over the life of the mortgage loans. The Company has traditionally received a servicing fee of 50 basis points per annum on the outstanding principal balance of loans sold or securitized, as well as the right to receive certain ancillary income including, but not limited to, late fees. In recent transactions, step-servicing fee structures have been implemented. The purpose of step-servicing is to better match the stream of incoming servicing revenues against the related servicing expenses.

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Generally, the cost to service a pool of loans is lower immediately after origination and increases as the related loan pool ages. Recent step-servicing fee structures have typically provided the company with a servicing fee of 30 basis points per annum for the first 10 months of servicing, 40 basis points per annum for the next 20 months of servicing and 65 basis points per annum for the remainder of the servicing term.

Prime mortgage loans are sold in whole loan sales, servicing rights released, to third-party buyers.

Market interest rates have begun to increase after a sustained period of declining rates. In a rising interest rate environment the Company expects its profit margins will narrow from their historically high levels due to less favorable loan execution pricing. Execution pricing on sales of mortgage assets was 4.08% during the three months ended January 31, 2004 compared to 4.60% in the prior year and 3.87% in the preceding quarter. As such, growth in pretax income for the mortgage operations segment is expected to be more moderate or perhaps decline as compared to recent results.

Mortgage Operations – Three-Month Statistics

                         
(dollars in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Number of loans originated:
                       
Wholesale (non-prime)
    30,678       25,061       36,233  
Retail: Prime
    1,291       3,560       1,944  
Non-prime
    3,826       2,284       4,110  
 
   
 
     
 
     
 
 
Total
    35,795       30,905       42,287  
 
   
 
     
 
     
 
 
Volume of loans originated:
                       
Wholesale (non-prime)
  $ 4,732,182     $ 3,756,809     $ 5,603,118  
Retail: Prime
    157,438       496,176       247,661  
Non-prime
    464,926       280,738       492,977  
 
   
 
     
 
     
 
 
Total
  $ 5,354,546     $ 4,533,723     $ 6,343,756  
 
   
 
     
 
     
 
 
Loan sales
  $ 5,308,800     $ 4,599,255     $ 6,330,449  
Weighted average FICO score (2)
    607       606       611  
Execution price – Net gain on sale (1)
    4.08 %     4.60 %     3.87 %
Weighted average interest rate for borrowers (2)
    7.47 %     7.94 %     7.51 %
Weighted average loan-to-value (2)
    78.1 %     78.6 %     78.2 %

(1)   Defined as total premium received divided by total balance of loans delivered to third party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).
(2)   Represents non-prime production.

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Mortgage Operations – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Components of gains on sales:
                       
Gains on mortgage loans and related assets
  $ 166,907     $ 176,940     $ 220,652  
Gains on residual interests previously securitized
    17,000       130,881        
Impairment of residual interests
    (14,942 )     (1,457 )     (363 )
 
   
 
     
 
     
 
 
Total gains on sales
    168,965       306,364       220,289  
Loan servicing revenue
    55,072       43,372       51,659  
Accretion income
    47,483       20,293       36,843  
Interest income
    59,838       26,357       41,858  
Other
    568       594       507  
 
   
 
     
 
     
 
 
Total revenues
    331,926       396,980       351,156  
 
   
 
     
 
     
 
 
Compensation and benefits
    78,841       68,442       77,152  
Servicing and processing
    32,692       20,331       26,609  
Occupancy and equipment
    12,030       10,986       12,589  
Bad debt
    12,633       5,898       12,226  
Other
    41,254       28,857       38,554  
 
   
 
     
 
     
 
 
Total expenses
    177,450       134,514       167,130  
 
   
 
     
 
     
 
 
Pretax income
  $ 154,476     $ 262,466     $ 184,026  
 
   
 
     
 
     
 
 

Three months ended January 31, 2004 compared to January 31, 2003

Mortgage Operations’ revenues decreased $65.1 million, or 16.4%, for the three months ended January 31, 2004 compared to the prior year. Revenue decreased primarily as a result of the significantly larger sale of previously securitized residual interests recorded in the prior year.

The following table summarizes the key drivers of gains on sales of mortgage loans:

                 
    Three months ended January 31,
(dollars in 000s)
  2004
  2003
Number of sales associates (1)
    2,649       2,163  
Total number of applications
    59,328       53,927  
Closing ratio (2)
    60.3 %     57.3 %
Total number of originations
    35,795       30,905  
Average loan size
  $ 150     $ 147  
Total originations
  $ 5,354,546     $ 4,533,723  
Non-prime / prime origination ratio
    33.0 : 1       8.1 : 1  
Commitments to fund loans
  $ 2,493,015     $ 2,288,002  
Loan sales
  $ 5,308,800     $ 4,599,255  
Gains on sales of mortgage assets
  $ 183,907     $ 307,821  
Execution price – net gain on sale (3)
    4.08 %     4.60 %

(1)   Includes all direct sales and back office sales support associates.
(2)   Percentage of loans funded divided by total applications in the period.
(3)   Defined as total premium received divided by total balance of loans delivered to third party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).

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Gains on sales of mortgage assets decreased $123.9 million for the three months ended January 31, 2004. The decrease over last year is a result of the $130.9 million gain on sale of previously securitized residuals recorded in the prior year, partially offset by an increase in loan origination volume and a smaller sale of previously securitized residuals of $17.0 million in the current quarter. During the third quarter, the Company originated $5.4 billion in mortgage loans compared to $4.5 billion last year, an increase of 18.1%. The execution price on mortgage loans originated and sold decreased to 4.08% for the current quarter compared to 4.60% last year, primarily as a result of a decrease in the average interest rates on loans sold during the period.

Impairments of residual interests in securitizations of $14.9 million were recognized in the current period, compared to $1.5 million for the three months ended January 31, 2003. The increase is primarily due to a decline in the value of certain older residual based on loan performance.

The following table summarizes the key drivers of loan servicing revenues:

                 
    Three months ended January 31,
(dollars in 000s)
  2004
  2003
Number of loans serviced
    308,305       232,979  
Average servicing portfolio
  $ 41,224,508     $ 26,871,925  
Average delinquency rate
    6.00 %     7.48 %
Value of MSRs
  $ 106,196     $ 104,580  

Loan servicing revenues increased $11.7 million, or 27.0%, compared to the prior year. The increase reflects a higher loan servicing portfolio. The average servicing portfolio for the three-month period ended January 31, 2004 increased $14.4 billion, or 53.4%, to $41.2 billion.

Total accretion of residual interests of $47.5 million for the three months ended January 31, 2004 represents an increase of $27.2 million from prior year accretion of $20.3 million. This increase is due to write-ups taken during fiscal years 2003 and 2004.

During the third quarter of fiscal year 2004, the Company’s residual interests continued to perform better than expected compared to internal valuation models, primarily due to lower than originally modeled loss and interest rates. The Company recorded pretax mark-to-market write-ups, which increased the fair value of its residual interests $46.7 million during the quarter. These write-ups were recorded, net of write-downs of $10.7 million and deferred taxes of $13.8 million, in other comprehensive income and will be accreted into income throughout the remaining life of those residual interests. Future changes in interest rates or other assumptions, based on market conditions or actual loan pool performance, could cause additional adjustments to the fair value of the residual interests and could cause changes to the accretion of these residual interests in future periods. Additionally, sales of previously securitized residual interests would result in decreases to accretion income in future periods.

Interest income increased $33.5 million, or 127.0%, for the quarter ended January 31, 2004, primarily due to an increase in the average balance on loans held by the Trusts. The average balance increased to $3.9 billion from $1.9 billion in the prior year, which was partially offset by

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lower interest margin earned. Interest margin is the difference between the rate on the underlying loans and the financing costs of the Trusts. The interest margin decreased to 5.48% for the three months ended January 31, 2004, from 5.72% a year ago.

Total expenses for the three months ended January 31, 2004, increased $42.9 million, or 31.9%, over the year-ago quarter. This increase is primarily due to $10.4 million in increased compensation and benefits as a result of a 22.5% increase in sales associates needed to support higher loan production volumes. Servicing and processing expenses increased by $12.4 million as a result of a higher average servicing portfolio during the three months ended January 31, 2004. Bad debt expense increased $6.7 million primarily due to more whole loan sales than securitizations in the current year, for which higher reserves are required at the time of sale for estimated repurchases. Whole loan sales accounted for 87% of total loan sales, compared to 25% in the prior year. Other expenses increased by $12.4 million for the current quarter, primarily due to $6.2 million in increased retail mortgage direct mail advertising, and $3.4 million in increased allocated corporate and shared costs. Allocated costs increased as a result of additional insurance costs and the expensing of stock-based compensation.

Pretax income decreased $108.0 million to $154.5 million for the three months ended January 31, 2004.

Three months ended January 31, 2004 compared to October 31, 2003

Mortgage Operations’ revenues decreased $19.2 million, or 5.5%, for the three months ended January 31, 2004, compared to the preceding quarter.

The following table summarizes the key drivers of gains on sales of mortgage loans:

                 
    Three months ended
(dollars in 000s)
  January 31, 2004
  October 31, 2003
Number of sales associates (1)
    2,649       2,476  
Total number of applications
    59,328       72,858  
Closing ratio (2)
    60.3 %     58.0 %
Total number of originations
    35,795       42,287  
Average loan size
  $ 150     $ 150  
Total originations
  $ 5,354,546     $ 6,343,756  
Non-prime / prime origination ratio
    33.0 : 1       24.6 : 1  
Commitments to fund loans
  $ 2,493,015     $ 3,244,958  
Loan sales
  $ 5,308,800     $ 6,330,449  
Gains on sales of mortgage assets
  $ 183,907     $ 220,652  
Execution price – net gain on sale (3)
    4.08 %     3.87 %

(1)   Includes all direct sales and back office sales support associates.
(2)   Percentage of loans funded divided by total applications in the period.
(3)   Defined as total premium received divided by total balance of loans delivered to third party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).

Gains on sales of mortgage assets decreased $36.7 million to $183.9 million for the current quarter. This decrease from the preceding quarter is primarily a result of a 15.6% decrease in

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loans originated, partially offset by an increase in execution price on loan sales. The execution price on loan sales for the quarter increased to 4.08% from 3.87% for the three months ended October 31, 2003. The decline in originations is due to fewer funding days in the current quarter and a decrease in loan application volume.

Impairments of residual interests in securitizations of $14.9 million were recognized during the third quarter, compared to $0.4 million for the three months ended October 31, 2003. The increase is primarily due to a decline in the value of certain older residuals based on loan performance.

The following table summarizes the key drivers of loan servicing revenues:

                 
    Three months ended
(dollars in 000s)
  January 31, 2004
  October 31, 2003
Number of loans serviced
    308,305       295,636  
Average servicing portfolio
  $ 41,224,508     $ 36,825,033  
Average delinquency rate
    6.00 %     6.28 %
Value of MSRs
  $ 106,196     $ 111,960  

Loan servicing revenues increased $3.4 million, or 6.6%, compared to the second quarter of fiscal year 2004. The increase reflects a higher loan-servicing portfolio. The average servicing portfolio for the three months ended January 31, 2004 increased $4.4 billion, or 11.9%, to $41.2 billion.

Accretion of residual interests of $47.5 million represents an increase of 28.9% from the preceding quarter’s accretion of $36.8 million, primarily due to write-ups taken during the first half of fiscal year 2004.

Interest income increased $18.0 million, or 43.0%, for the quarter ended January 31, 2004, due to a 21.9% increase in the average balance on loans held by the Trusts and an increase in the interest margin to 5.48% during the three months ended January 31, 2004, from 5.39% in the second quarter.

Total expenses increased $10.3 million, or 6.2%, primarily due to an increase of $6.1 million, or 22.9%, in servicing expenses, resulting from the increased servicing portfolio. Other expenses also increased $2.7 million primarily due to $3.6 million in additional retail mortgage direct mail advertising.

Pretax income decreased $29.6 million, or 16.1%, for the three months ended January 31, 2004 compared to the preceding quarter.

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Mortgage Operations – Nine-Month Statistics

                 
(dollars in 000s)
  January 31, 2004
  January 31, 2003
Number of loans originated:
               
Wholesale (non-prime)
    95,405       67,371  
Retail: Prime
    7,240       8,548  
Non-prime
    10,940       7,417  
 
   
 
     
 
 
Total
    113,585       83,336  
 
   
 
     
 
 
Volume of loans originated:
               
Wholesale (non-prime)
  $ 14,740,523     $ 9,677,763  
Retail: Prime
    945,424       1,194,685  
Non-prime
    1,323,236       914,722  
 
   
 
     
 
 
Total
  $ 17,009,183     $ 11,787,170  
 
   
 
     
 
 
Loan sales:
               
Loans originated and sold
  $ 16,940,590     $ 11,778,634  
Loans acquired and sold
          633,953  
 
   
 
     
 
 
Total
  $ 16,940,590     $ 12,412,587  
 
   
 
     
 
 
Weighted average FICO score (2)
    608       603  
Execution price – Net gain on sale (1)
               
Loans originated and sold
    4.14 %     4.75 %
Loans acquired and sold
    %     0.18 %
 
   
 
     
 
 
Total
    4.14 %     4.49 %
Weighted average interest rate for borrowers (2)
    7.51 %     8.30 %
Weighted average loan-to-value (2)
    78.2 %     78.9 %

(1)   Defined as total premium received divided by total balance of loans delivered to third party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).
(2)   Represents non-prime production.

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Mortgage Operations – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Components of gains on sales:
               
Gains on mortgage loans and related assets
  $ 590,941     $ 497,457  
Gains on residual interests previously securitized
    17,000       130,881  
Impairment of residual interests
    (26,048 )     (25,589 )
 
   
 
     
 
 
Total gains on sales
    581,893       602,749  
Loan servicing revenue
    155,048       123,647  
Accretion income
    118,389       113,146  
Interest income
    128,970       80,623  
Other
    1,677       1,709  
 
   
 
     
 
 
Total revenues
    985,977       921,874  
 
   
 
     
 
 
Compensation and benefits
    221,476       183,637  
Servicing and processing
    84,552       51,958  
Occupancy and equipment
    36,177       28,924  
Bad debt
    34,373       15,015  
Other
    107,068       79,269  
 
   
 
     
 
 
Total expenses
    483,646       358,803  
 
   
 
     
 
 
Pretax income
  $ 502,331     $ 563,071  
 
   
 
     
 
 

Nine months ended January 31, 2004 compared to January 31, 2003

Mortgage Operations’ revenues increased $64.1 million, or 7.0%, for the nine months ended January 31, 2004 compared to the prior year. Revenue increased primarily as a result of higher interest income, loan servicing revenues and production volumes, partially offset by the significantly larger sale of previously securitized residual interests recorded in the prior year.

The following table summarizes the key drivers of gains on sales of mortgage loans:

                 
    Nine months ended January 31,
(dollars in 000s)
  2004
  2003
Number of sales associates (1)
    2,649       2,163  
Total number of applications
    194,730       156,588  
Closing ratio (2)
    58.3 %     53.2 %
Total number of originations
    113,585       83,336  
Average loan size
  $ 150     $ 141  
Total originations
  $ 17,009,183     $ 11,787,170  
Non-prime / prime origination ratio
    17.0 : 1       8.9 : 1  
Commitments to fund loans
  $ 2,493,015     $ 2,288,002  
Loan sales
  $ 16,940,590     $ 12,412,587  
Gains on sales of mortgage assets
  $ 607,941     $ 628,338  
Execution price – net gain on sale (3)
    4.14 %     4.49 %

(1)   Includes all direct sales and back office sales support associates.
(2)   Percentage of loans funded divided by total applications in the period.
(3)   Defined as total premium received divided by total balance of loans delivered to third party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).

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Gains on sales of mortgage assets decreased $20.4 million for the nine months ended January 31, 2004. The decrease over last year is a result of the $130.9 million gain on sale of previously securitized residuals recorded in the prior year, compared to $17.0 million in the current year, and a decrease in execution price, partially offset by an increase in loan origination volume. During the current year, the Company originated $17.0 billion in mortgage loans compared to $11.8 billion last year, an increase of 44.3%. The execution price on mortgage loans originated and sold decreased to 4.14% for the current period compared to 4.75% last year, primarily as a result of a decrease in the average interest rate during the period.

Impairments of residual interests in securitizations of $26.0 million were recognized in the nine months ended January 31, 2004, due to a decline in value of older residuals. Impairments of residuals for the nine months ended January 31, 2003 totaled $25.6 million.

The following table summarizes the key drivers of loan servicing revenues:

                 
    Nine months ended January 31,
(dollars in 000s)
  2004
  2003
Number of loans serviced
    308,305       232,979  
Average servicing portfolio
  $ 36,907,358     $ 26,310,362  
Average delinquency rate
    6.27 %     7.12 %
Value of MSRs
  $ 106,196     $ 104,580  

Loan servicing revenues increased $31.4 million, or 25.4%, this year. The increase reflects a higher loan servicing portfolio. The average servicing portfolio for the nine months ended January 31, 2004 increased $10.6 billion, or 40.3%, to $36.9 billion.

Total accretion of residual interests of $118.4 million for the nine months ended January 31, 2004 represents an increase of $5.2 million over prior year accretion of $113.1 million.

The Company recorded pretax mark-to-market write-ups on its residual interests, which increased the fair value $125.1 million during the period primarily due to lower than originally modeled loss and interest rates. These write-ups were recorded, net of write-downs of $25.1 million and deferred taxes of $38.2 million, in other comprehensive income and will be accreted into income throughout the remaining life of those residual interests. Future changes in interest rates or other assumptions, based on market conditions or actual loan pool performance, could cause additional adjustments to the fair value of the residual interests and could cause changes to the accretion of these residual interests in future periods. Additionally, sales of previously securitized residual interests would result in decreases to accretion income in future periods.

Interest income increased $48.3 million, or 60.0%, for the nine months ended January 31, 2004, due to an increase in the average balance on loans held by the Trusts. The average balance increased to $3.1 billion from $1.6 billion in the prior year, which was partially offset by lower interest margin earned. The interest margin decreased to 5.46% during the nine months ended January 31, 2004, from 5.99% a year ago.

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Total expenses for the nine months ended January 31, 2004, increased $124.8 million, or 34.8% over the year-ago period. This increase is primarily due to a $37.8 million increase in compensation and benefits as a result of a 22.5% increase in sales associates needed to support higher loan production volumes. Servicing and processing expenses increased by $32.6 million as a result of a higher average servicing portfolio during the nine months ended January 31, 2004. Occupancy and equipment charges increased $7.3 million due to nine additional branch offices opened since October 2002, continued expansion of the second servicing center that opened in August 2002 and additional administrative office space. Bad debt expense increased $19.4 million primarily as a result a 36.5% increase in loan sales coupled with the increase in whole loan sales compared to securitizations, for which higher reserves are required at the time of sale for estimated repurchases. Whole loan sales accounted for 75% of total loan sales, compared to 35% in the prior year. Other expenses increased by $27.8 million to $107.1 million for the current period, primarily due to $10.6 million in increased marketing expenses and $9.3 million in increased allocated corporate and shared costs. Allocated costs increased due to higher insurance costs and the expensing of stock-based compensation.

Pretax income decreased $60.7 million to $502.3 million for the nine months ended January 31, 2004.

Business Services

This segment is engaged in providing accounting, tax, consulting, payroll, employee benefits and capital markets services to business clients and tax, financial and estate planning, wealth management and insurance services to individuals. Business Services provides accounting, payroll and human resources services to McGladrey & Pullen LLP (M&P) in exchange for a management fee. The Company also has a fully secured commitment to fund M&P’s operations on a revolving basis.

A substantial portion of Business Services’ revenues are generated by one-time projects or extended services. Improvements in the current business environment have caused clients to begin engaging Business Services in such discretionary projects. While revenues in the Company’s consulting services remain weak, profitability is improving through realization of better rates and productivity.

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Business Services – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Traditional accounting
  $ 55,024     $ 52,707     $ 54,441  
Business consulting
    21,813       22,910       21,174  
Capital markets
    19,287       8,910       17,870  
Other
    16,169       16,214       15,539  
 
   
 
     
 
     
 
 
Total revenues
    112,293       100,741       109,024  
 
   
 
     
 
     
 
 
Compensation and benefits
    76,221       65,060       75,397  
Occupancy and equipment
    5,998       7,110       6,785  
Depreciation and amortization
    5,607       5,774       5,647  
Marketing and advertising
    2,127       3,599       1,660  
Bad debt expense
    744       3,009       1,116  
Other
    19,641       20,386       21,151  
 
   
 
     
 
     
 
 
Total expenses
    110,338       104,938       111,756  
 
   
 
     
 
     
 
 
Pretax income (loss)
  $ 1,955     $ (4,197 )   $ (2,732 )
 
   
 
     
 
     
 
 

Three months ended January 31, 2004 compared to January 31, 2003

Business Services’ revenues for the three months ended January 31, 2004 increased $11.6 million, or 11.5%, from the prior year. This increase was primarily due to a $10.4 million increase in capital markets revenues, resulting from a 172.1% increase in the number of business valuation projects and capital market transactions. Traditional accounting revenues also increased $2.3 million due primarily to rate increases.

Total expenses increased $5.4 million, or 5.2%, for the three months ended January 31, 2004 compared to the prior year. Compensation and benefits costs increased $11.2 million, primarily as a result of the increased activity in the capital markets business. This increase was partially offset by a decrease of $2.3 million in bad debt expense and a reduction of $1.5 million in marketing and advertising.

Pretax income for the three months ended January 31, 2004 was $2.0 million compared to a loss of $4.2 million in the prior year.

Due to the seasonal nature of this segment’s business, operating results for the three months ended January 31, 2004 are not comparable to the three months ended October 31, 2003 and are not indicative of the expected results for the entire fiscal year.

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Business Services – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Traditional accounting
  $ 154,561     $ 153,824  
Business consulting
    64,562       66,403  
Capital markets
    53,787       29,391  
Other
    46,906       44,320  
 
   
 
     
 
 
Total revenues
    319,816       293,938  
 
   
 
     
 
 
Compensation and benefits
    221,903       199,788  
Occupancy and equipment
    18,849       18,401  
Depreciation and amortization
    16,750       16,966  
Marketing and advertising
    5,982       6,864  
Bad debt expense
    3,221       6,337  
Other
    60,567       57,837  
 
   
 
     
 
 
Total expenses
    327,272       306,193  
 
   
 
     
 
 
Pretax loss
  $ (7,456 )   $ (12,255 )
 
   
 
     
 
 

Nine months ended January 31, 2004 compared to January 31, 2003

Business Services’ revenues for the nine months ended January 31, 2004 increased $25.9 million, or 8.8%, from the prior year. This increase was primarily due to a $24.4 million increase in capital markets revenues, resulting from a 104.5% increase in the number of business valuation projects and capital market transactions. Other revenues also increased $2.6 million due to improved performance in the outsourcing services line of business. These increases were partially offset by a slight decline in business consulting revenues.

Total expenses increased $21.1 million, or 6.9%, for the nine months ended January 31, 2004 compared to the prior year. Compensation and benefits costs increased $22.1 million, primarily as a result of the increased activity in the capital markets business and increased costs in traditional accounting. Additionally, other expenses increased $2.7 million, primarily due to increased recruiting and insurance costs. These increases were partially offset by a decline of $3.1 million in bad debt expense resulting from improved billing procedures, which have increased accounts receivable turnover and collections.

The pretax loss for the nine months ended January 31, 2004 was $7.5 million compared to a loss of $12.3 million in the prior year.

Investment Services

This segment is primarily engaged in offering investment services and securities products through H&R Block Financial Advisors, Inc. (HRBFA), a full-service securities broker-dealer and a registered investment advisor. U.S. Tax Operations clients are also given the opportunity to open an Express IRA through HRBFA as a part of the income tax return preparation process.

Key to the future success of the Investment Services segment is retention of its financial advisors and recruitment of new advisors. One of the Company’s major initiatives is to build revenues through the addition of experienced financial advisors. More than 200 new advisors have been

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recruited through the third quarter, which was offset by attrition of primarily less experienced advisors. The retention and recruitment of experienced advisors continues to be a focus for fiscal year 2004.

Investment Services – Three-Month Statistics

                         
    January 31, 2004
  January 31, 2003
  October 31, 2003
Customer trades (1)
    413,338       306,119       347,828  
Customer daily average trades
    6,776       4,638       5,351  
Average revenue per trade (2)
  $ 113.61     $ 115.57     $ 116.22  
Number of active accounts
    741,824       672,247       748,403  
Average trades per active account per quarter
    0.56       0.46       0. 46  
Average trades per active account per year (annualized)
    2.23       1.83       1.86  
Ending balance of assets under administration (billions)
  $ 27.5     $ 21.0     $ 25.7  
Average assets per active account
  $ 37,122     $ 31,397     $ 34,340  
Ending margin balances (millions)
  $ 594     $ 535     $ 538  
Ending customer payables balances (millions)
  $ 1,076     $ 802     $ 981  
Number of advisors
    1,052       1,080       1,010  
Included in the numbers above are the following relating to fee-based accounts:
Customer accounts
    5,705       4,338       5,174  
Average revenue per account
  $ 2,021     $ 1,544     $ 1,897  
Ending balance of assets under administration (millions)
  $ 1,342     $ 706     $ 1,088  
Average assets per active account
  $ 235,232     $ 162,856     $ 210,290  

(1)   Includes both trades on which commissions are earned (“commissionable trades”) and trades for which no commission is earned (“fee-based trades”). Excludes open-ended mutual fund redemptions.
(2)   Calculated as total commissions divided by commissionable trades.

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Investment Services – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Transactional revenue
  $ 26,960     $ 23,111     $ 23,162  
Annuitized revenue
    15,040       9,126       13,689  
 
   
 
     
 
     
 
 
Production revenue
    42,000       32,237       36,851  
Other revenue
    7,391       6,923       7,795  
 
   
 
     
 
     
 
 
Non-interest revenue
    49,391       39,160       44,646  
Margin interest revenue
    8,362       8,887       8,057  
Less: interest expense
    248       945       207  
 
   
 
     
 
     
 
 
Net interest revenue
    8,114       7,942       7,850  
 
   
 
     
 
     
 
 
Total revenues (1)
    57,505       47,102       52,496  
 
   
 
     
 
     
 
 
Commissions
    14,160       10,521       10,875  
Other variable expenses
    814       1,332       1,403  
 
   
 
     
 
     
 
 
Total variable expenses
    14,974       11,853       12,278  
Gross profit
    42,531       35,249       40,218  
Compensation and benefits
    23,893       22,110       22,751  
Occupancy and equipment
    4,480       8,384       6,823  
Depreciation and amortization
    11,843       14,005       11,046  
Other
    10,067       17,906       10,223  
Allocated corporate and shared costs
    5,059       4,599       4,711  
 
   
 
     
 
     
 
 
Total fixed expenses
    55,342       67,004       55,554  
 
   
 
     
 
     
 
 
Pretax loss
  $ (12,811 )   $ (31,755 )   $ (15,336 )
 
   
 
     
 
     
 
 

(1)   Total revenues, less interest expense.

Three months ended January 31, 2004 compared to January 31, 2003

Investment Services’ revenues, net of interest expense, for the three months ended January 31, 2004 increased $10.4 million, or 22.1%. The increase is primarily due to higher annuitized revenues, which are based on customer assets rather than transactions.

Transactional revenue, which is based on transaction or trade quantities, increased $3.8 million, or 16.7%, from the prior year due to a 35.0% increase in trading activity, partially offset by a decline in average revenue per trade. Annuitized revenues increased $5.9 million, or 64.8%, due to increased sales of annuities and mutual funds.

Margin interest revenue decreased 5.9% from the prior year, which is primarily a result of a decline in interest rates, partially offset by a 10.3% increase in average margin balances. Margin balances have increased from an average of $515.0 million for the three months ended January 31, 2003 to $568.3 million in the current period, as the market has begun to recover. Interest expense for the third quarter of fiscal year 2004 declined 73.8% to $0.2 million compared to $0.9 million in the third quarter of fiscal year 2003.

Total expenses decreased $8.5 million, or 10.8%, to $70.3 million primarily as a result of a decline in consulting fees incurred in the prior year related to the conversion to a new back-office

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system. Occupancy and equipment and depreciation and amortization costs declined $3.9 million and $2.2 million, respectively, as a result of the consolidation of field offices and the related asset sales. These decreases were partially offset by an increase of $3.6 million in commissions, related to increased production revenues, and a $1.8 million increase in compensation and benefits, related to higher bonus accruals due to improved overall performance.

The pretax loss for Investment Services for the third quarter of fiscal year 2004 was $12.8 million compared to the prior year loss of $31.8 million.

Three months ended January 31, 2004 compared to October 31, 2003

Investment Services’ revenues, net of interest expense, for the three months ended January 31, 2004 increased $5.0 million, or 9.5%, compared to the preceding quarter.

Production revenue increased $5.1 million, or 14.0%, primarily due to the increase in customer trades.

Margin interest revenue increased $0.3 million, or 3.8%, for the quarter ended January 31, 2004, which is primarily a result of higher average margin balances. Margin balances have increased from an average of $514.4 million for the three months ended October 31, 2003 to $568.3 million in the current period.

Total expenses increased $2.5 million from the preceding quarter, primarily due to a $3.3 million increase in commission expense resulting from the improvement in production revenues. Compensation and benefits also increased $1.1 million as a result of higher bonus accruals due to improved overall performance. These increases were partially offset by a decrease of $2.3 million in occupancy and equipment due to the consolidation of field offices and the related asset sales.

The pretax loss for the Investment Services segment was $12.8 million, compared to a loss of $15.3 million in the second quarter of fiscal year 2004.

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Investment Services – Nine-Month Statistics

                 
    January 31, 2004
  January 31, 2003
Customer trades (1)
    1,124,219       973,249  
Customer daily average trades
    5,825       5,043  
Average revenue per trade (2)
  $ 118.58     $ 117.95  
Number of active accounts
    741,824       672,247  
Ending balance of assets under administration (billions)
  $ 27.5     $ 21.0  
Average assets per active account
  $ 37,122     $ 31,397  
Ending margin balances (millions)
  $ 594     $ 535  
Ending customer payables balances (millions)
  $ 1,076     $ 802  
Number of advisors
    1,052       1,080  
Included in the numbers above are the following relating to fee-based accounts:
Customer accounts
    5,705       4,338  
Average revenue per account
  $ 1,734     $ 1,507  
Ending balance of assets under administration (millions)
  $ 1,342     $ 706  
Average assets per active account
  $ 235,232     $ 162,856  

(1)   Includes both trades on which commissions are earned (“commissionable trades”) and trades for which no commission is earned (“fee-based trades”). Excludes open-ended mutual fund redemptions.
(2)   Calculated as total commissions divided by commissionable trades.

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Investment Services – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Transactional revenue
  $ 76,107     $ 74,976  
Annuitized revenue
    41,205       26,494  
 
   
 
     
 
 
Production revenue
    117,312       101,470  
Other revenue
    25,182       25,426  
 
   
 
     
 
 
Non-interest revenue
    142,494       126,896  
Margin interest revenue
    24,949       29,841  
Less: interest expense
    1,065       4,222  
 
   
 
     
 
 
Net interest revenue
    23,884       25,619  
 
   
 
     
 
 
Total revenues (1)
    166,378       152,515  
 
   
 
     
 
 
Commissions
    37,476       31,641  
Other variable expenses
    3,418       2,711  
 
   
 
     
 
 
Total variable expenses
    40,894       34,352  
Gross profit
    125,484       118,163  
Compensation and benefits
    69,074       69,321  
Occupancy and equipment
    18,524       21,646  
Depreciation and amortization
    34,480       39,652  
Impairment of goodwill
          24,000  
Other
    31,759       45,534  
Allocated corporate and shared costs
    13,551       10,498  
 
   
 
     
 
 
Total fixed expenses
    167,388       210,651  
 
   
 
     
 
 
Pretax loss
  $ (41,904 )   $ (92,488 )
 
   
 
     
 
 

(1)   Total revenues, less interest expense.

Nine months ended January 31, 2004 compared to January 31, 2003

Investment Services’ revenues, net of interest expense, for the nine months ended January 31, 2004 improved $13.9 million, or 9.1%, compared to prior year. The increase is primarily due to higher annuitized revenue.

Transactional revenue increased $1.1 million, or 1.5%, from the prior year due to an increase in customer trades. Annuitized revenues increased $14.7 million, or 55.5%, due to increased sales of annuities and mutual funds. The increases were also due, in part, to the improvement in consumer sentiment surrounding market conditions.

Margin interest revenue declined 16.4% from the prior year, which is primarily a result of lower average margin balances. Margin balances have declined from an average of $598.7 million for the nine months ended January 31, 2003 to $528.1 million in the current period. Margin balances, which steadily declined during most of 2003, have steadily increased in the past four months and are now approaching last year’s average. Interest expense for the first nine months of fiscal year 2004 declined $3.2 million, or 74.8%, compared to the prior year.

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Total expenses decreased $36.7 million, or 15.0%, primarily as a result of the $24.0 million goodwill impairment charge recorded in the prior year. Other expenses decreased $13.8 million primarily as a result of consulting fees incurred in the prior year related to the conversion to a new back-office system. Depreciation and amortization and occupancy and equipment costs declined by $5.2 million and $3.1 million, respectively, as a result of the consolidation of field offices and the related asset sales. Commissions and other variable expenses increased $6.5 million as a result of higher production revenues.

The pretax loss for Investment Services for the current fiscal year was $41.9 million compared to the prior year loss of $92.5 million.

International Tax Operations

This segment is primarily engaged in providing local tax return preparation, filing and related services in Canada, Australia and the United Kingdom. In addition, International Tax Operations includes Overseas operations, which consists of company-owned and franchise offices in eight countries that prepare U.S. tax returns for U.S. citizens living abroad. This segment served 2.3 million taxpayers in fiscal year 2003.

Tax-related service revenues include fees from company-owned tax offices and royalties from franchise offices. The Canadian tax season is from January to April, the Australian tax season is from July to October and the United Kingdom’s tax season is from August to March.

Operations in this segment of the Company are transacted in the local currencies of the countries in which it operates, therefore the results can be affected by the translation into U.S. dollars. The weakening of the U.S. dollar during the quarter had the impact of increasing reported revenues, income and losses.

International Tax Operations – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Revenues:
                       
Canada
  $ 2,690     $ 2,376     $ 3,025  
Australia
    7,446       5,720       15,657  
United Kingdom
    329       435       305  
Overseas
    384       248       108  
 
   
 
     
 
     
 
 
Total revenues
    10,849       8,779       19,095  
 
   
 
     
 
     
 
 
Pretax income (loss):
                       
Canada
    (6,879 )     (6,139 )     (4,858 )
Australia
    1,699       1,243       6,297  
United Kingdom
    (196 )     (98 )     (196 )
Overseas
    (102 )     (229 )     (127 )
Allocated corporate and shared costs
    (931 )     (512 )     (561 )
 
   
 
     
 
     
 
 
Pretax income (loss)
  $ (6,409 )   $ (5,735 )   $ 555  
 
   
 
     
 
     
 
 

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Three months ended January 31, 2004 compared to January 31, 2003

International Tax Operations’ revenues for the three months ended January 31, 2004 increased $2.1 million, or 23.6%, compared to the three months ended January 31, 2003. This improvement is primarily due to results in Australia, where tax returns prepared in the current quarter increased 1.1% compared to the prior year and the average charge per return increased 2.7%. Revenues in Canada also improved due to a slight increase in the number of early returns completed.

The pretax loss of $6.4 million for the quarter ended January 31, 2004, was a decline of $0.7 million compared to the loss recorded in the third quarter last year. This is due primarily to unfavorable exchange rates in Canada, partially offset by improved performance in the Australian tax season.

Due to the seasonal nature of this segment’s business, operating results for the three months ended January 31, 2004 are not comparable to the three months ended October 31, 2003 and are not indicative of the expected results for the entire fiscal year.

International Tax Operations – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Revenues:
               
Canada
  $ 9,481     $ 7,710  
Australia
    24,226       18,957  
United Kingdom
    953       1,077  
Overseas
    743       644  
 
   
 
     
 
 
Total revenues
    35,403       28,388  
 
   
 
     
 
 
Pretax income (loss):
               
Canada
    (15,432 )     (14,629 )
Australia
    5,986       4,694  
United Kingdom
    (581 )     (429 )
Overseas
    (307 )     (685 )
Allocated corporate and shared costs
    (1,928 )     (1,387 )
 
   
 
     
 
 
Pretax loss
  $ (12,262 )   $ (12,436 )
 
   
 
     
 
 

Nine months ended January 31, 2004 compared to January 31, 2003

International Tax Operations’ revenues for the nine months ended January 31, 2004 increased $7.0 million, or 24.7%, compared to the nine months ended January 31, 2003. This improvement is primarily due to results in Australia, where tax returns prepared this year increased 3.5% compared to the prior year and the average charge per return increased 1.9%. Canadian revenues also improved, due to a 12.0% increase in tax returns prepared.

The pretax loss of $12.3 million for the nine months ended January 31, 2004, was basically flat compared to the loss recorded in the prior year. Results in Australia improved due to better performance in the Australian tax season, while Canadian results declined as a result of foreign currency translation.

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Corporate Operations

This segment consists primarily of corporate support departments, which provide services to the Company’s operating segments. These support departments consist of marketing, information technology, facilities, human resources, executive, legal, finance, government relations and corporate communications. These support department costs are largely allocated to the Company’s operating segments. The Company’s captive insurance, franchise financing subsidiaries and its small business initiative are also included within this segment.

Corporate Operations – Three-Month Results

                         
(in 000s)
  January 31, 2004
  January 31, 2003
  October 31, 2003
Operating revenues
  $ 2,332     $ 1,846     $ 2,253  
Eliminations
    (1,642 )     (1,551 )     (1,565 )
 
   
 
     
 
     
 
 
Total revenues
    690       295       688  
 
   
 
     
 
     
 
 
Corporate expenses:
                       
Compensation and benefits
    2,828       2,631       930  
Interest expense:
                       
Interest on acquisition debt
    17,055       18,014       17,074  
Other interest
    350       4,283       89  
Marketing and advertising
    1,615       1,865       (2 )
Other
    9,314       6,710       2,869  
 
   
 
     
 
     
 
 
 
    31,162       33,503       20,960  
Support departments:
                       
Information technology
    30,745       24,987       26,738  
Marketing
    44,513       39,488       5,430  
Finance
    8,406       7,530       8,835  
Stock-based compensation
    3,375             3,084  
Other
    19,468       24,741       14,108  
 
   
 
     
 
     
 
 
 
    106,507       96,746       58,195  
Allocation of corporate and shared costs
    (106,593 )     (98,163 )     (58,021 )
Investment income, net
    1,059       (191 )     2,005  
 
   
 
     
 
     
 
 
Pretax loss
  $ (29,327 )   $ (31,982 )   $ (18,441 )
 
   
 
     
 
     
 
 

Three months ended January 31, 2004 compared to January 31, 2003

Interest expense on acquisition debt decreased as a result of a $45.1 million payment on acquisition debt in August 2003 and lower financing costs. Other interest expense declined as a result of more of the cost of borrowing being absorbed by the U.S. Tax Operations segment in conjunction with RAL participations.

Information technology department expenses increased $5.8 million, or 23.0%, primarily due to an increase in headcount and related facilities. Stock-based compensation expenses increased as a result of the expensing of all stock-based compensation, which began on May 1, 2003. The related expenses reported in this segment do not include seasonal stock options for tax associates, which are charged directly to the segment in which they are employed. During the third quarter,

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expenses totaling $3.2 million and $0.2 million were recorded directly in the U.S. Tax Operations and International Tax Operations segments, respectively, related to the seasonal stock options.

The pretax loss was $29.3 million, compared with last year’s third quarter loss of $32.0 million.

Corporate Operations – Nine-Month Results

                 
(in 000s)
  January 31, 2004
  January 31, 2003
Operating revenues
  $ 7,313     $ 4,137  
Eliminations
    (4,607 )     (4,185 )
 
   
 
     
 
 
Total revenues
    2,706       (48 )
 
   
 
     
 
 
Corporate expenses:
               
Compensation and benefits
    6,827       11,269  
Interest expense:
               
Interest on acquisition debt
    51,801       54,990  
Other interest
    614       2,728  
Marketing and advertising
    1,537       2,095  
Other
    19,028       19,074  
 
   
 
     
 
 
 
    79,807       90,156  
Support departments:
               
Information technology
    80,696       66,266  
Marketing
    52,607       50,196  
Finance
    24,140       20,935  
Stock-based compensation
    7,499        
Other
    43,359       49,054  
 
   
 
     
 
 
 
    208,301       186,451  
Allocation of corporate and shared costs
    (208,391 )     (186,312 )
Investment income, net
    4,259       1,426  
 
   
 
     
 
 
Pretax loss
  $ (72,752 )   $ (88,917 )
 
   
 
     
 
 

Nine months ended January 31, 2004 compared to January 31, 2003

Operating revenues increased $2.8 million as a result of a write-down of investments in the prior year.

Compensation and benefits decreased primarily as a result of $3.5 million of additional expenses related to deferred compensation plans recorded in the prior year. The decrease in interest expense on acquisition debt is attributable to lower financing costs and a $45.1 million payment on acquisition debt in August 2003. Other interest expense declined as a result of more of the cost of borrowing being absorbed by the U.S. Tax Operations segment in conjunction with RAL participations.

Information technology department expenses increased $14.4 million, or 21.8%, primarily due to an increase in headcount and related facilities. Stock-based compensation expenses increased as a result of the expensing of all stock-based compensation, which began on May 1, 2003.

The pretax loss was $72.8 million, compared with last year’s loss of $88.9 million.

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FINANCIAL CONDITION

These comments should be read in conjunction with the condensed consolidated balance sheets and condensed consolidated statements of cash flows found on pages 1 and 3, respectively.

The Company’s liquidity needs are met primarily through a combination of operating cash flows, commercial paper (CP) issuance and off-balance sheet financing arrangements.

OPERATING CASH FLOWS & LIQUIDITY BY SEGMENT

Operating cash requirements totaled $1.0 billion and $366.7 million for the nine months ended January 31, 2004 and 2003, respectively. A condensed consolidating statement of cash flows by segment for the nine months ended January 31, 2004 follows. Generally, interest is not charged on intercompany activities between segments.

                                                         
    U.S. Tax   Mortgage   Business   Investment   International   Corporate   Consolidated
(in 000s)
  Operations
  Operations
  Services
  Services
  Tax Operations
  Operations
  H&R Block
Cash provided by (used in):
                                                       
Operations
  $ (808,624 )   $ 39,507     $ 25,016     $ (52,167 )   $ 2,273     $ (207,645 )   $ (1,001,640 )
Investing
    (261,486 )     130,992       (35,964 )     1,705       (3,665 )     (28,991 )     (197,409 )
Financing
                (51,306 )           (127 )     1,046,218       994,785  
Net intercompany
    1,114,204       (180,411 )     70,097       36,650       4,626       (1,045,166 )      

Net intercompany activities are excluded from the investing and financing activities within the segment cash flows. The Company believes that by excluding the intercompany activities, the cash flows by segment more clearly depicts the cash generated and used by each segment. Had the intercompany activities been included, those segments in a net lending situation would have been included in investing activities, and those in a net borrowing situation would have been included in financing activities.

U.S. Tax Operations: U.S. Tax Operations has historically been the largest provider of annual operating cash flows to the Company. This segment generally operates at a loss during the first two quarters of the fiscal year due to off-season costs and preparation activities for the upcoming tax season. The seasonal nature of U.S. Tax Operations generally results in a large positive operating cash flow in the fourth quarter. U.S. Tax Operations had total cash requirements of $1.1 billion for the nine months ended January 31, 2004, which includes $243.3 million paid to former major franchisees.

Mortgage Operations: This segment primarily generates cash as a result of loan sales and securitizations, NIM transactions, sales of NIM residual interests and as its residual interests mature. Mortgage Operations generated $39.5 million in cash from operating activities primarily from the sale and securitization of mortgage loans. This segment also generated $131.0 million in cash from investing activities primarily from cash received on residual interests.

Gains on sales
Gains on sales of mortgage loans and related assets totaled $581.9 million, of which 81% was received as cash. The cash was primarily recorded as operating activities. The percent of gains on sales of mortgage assets received as cash is calculated as follows:

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    Nine months ended
(in 000s)
  January 31, 2004
  January 31, 2003
Cash:
               
Gains on whole loans sold by the Trusts
  $ 529,521     $ 267,499  
Gains on loans securitized
    81,041       235,690  
Gains on sale of previously securitized residuals
    17,000       130,881  
Loan origination expenses, net
    (156,085 )     (120,218 )
 
   
 
     
 
 
 
    471,477       513,852  
Non-cash:
               
Gains on retained mortgage servicing rights
    64,265       50,691  
Additions (reductions) to balance sheet (1)
    63,545       (11,605 )
Net change in receivable from the Trusts
    12,565       73,494  
Impairments to fair value of residual interests
    (26,048 )     (25,589 )
Net change in fair value of rate-lock commitments
    (3,911 )     1,906  
 
   
 
     
 
 
 
    110,416       88,897  
 
   
 
     
 
 
Reported gains on sales of mortgage assets
  $ 581,893     $ 602,749  
 
   
 
     
 
 
Percent of gains received as cash
    81 %     85 %

(1)   Includes residual interests and interest rate caps.

Another important measure of cash generation is the percentage of cash proceeds the Company receives from its capital market transactions. These amounts are also included within the gain on sale of mortgage assets as reconciled below. The percent calculation is as follows:

                 
    Nine months ended
(in 000s)
  January 31, 2004
  January 31, 2003
Cash proceeds:
               
Gains on whole loans sold by the Trusts
  $ 529,521     $ 267,499  
Gains on loans securitized
    81,041       235,690  
Gains on sale of previously securitized residuals
    17,000       130,881  
 
   
 
     
 
 
 
    627,562       634,070  
Non-cash:
               
Gains on retained mortgage servicing rights
    64,265       50,691  
Additions (reductions) to balance sheet (1)
    63,545       (11,605 )
 
   
 
     
 
 
 
    127,810       39,086  
 
   
 
     
 
 
Portion of gain on sale related to capital market transactions
  $ 755,372     $ 673,156  
Other items included in gain on sale:
               
Net change in receivable from the Trusts
    12,565       73,494  
Impairments to fair value of residual interests
    (26,048 )     (25,589 )
Net change in fair value of rate-lock commitments
    (3,911 )     1,906  
Loan origination expenses, net
    (156,085 )     (120,218 )
 
   
 
     
 
 
 
    (173,479 )     (70,407 )
 
   
 
     
 
 
Reported gains on sales of mortgage assets
  $ 581,893     $ 602,749  
 
   
 
     
 
 
Percent of cash proceeds from capital market transactions
    83 %     94 %

(1)   Includes residual interests and interest rate caps.

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Warehouse Funding
The mortgage segment regularly sells loans as a source of liquidity for its prime and non-prime mortgages. Whole loan sales to the Trusts or other buyers through January 31, 2004 were $16.9 billion compared with $12.4 billion for the same period in fiscal year 2003. Additionally, Block Financial Corporation (BFC) provides the mortgage segment a $150 million line of credit for working capital needs.

In order to finance its prime originations, the Company utilizes a warehouse facility with capacity up to $50 million, which expires in June 2004. The facility bears interest at one-month LIBOR plus 64 to 175 basis points. As of January 31, 2004, the balance outstanding under this facility was $0.2 million and is included in accounts payable, accrued expenses and other on the condensed consolidated balance sheets.

Management believes the sources of liquidity available to the Mortgage Operations segment are sufficient for its needs. Risks to the stability of these sources include external events impacting the asset-backed securities market. The liquidity available from the NIM transactions is also subject to external events impacting this market. These external events include, but are not limited to, adverse changes in the perception of the non-prime industry or in the regulation of non-prime lending and, to a lesser degree, reduction in the availability of third parties that provide credit enhancement. Performance of the securitizations will also impact the segment’s future participation in these markets. The five off-balance sheet warehouse facilities used by the Trusts, which have a total current capacity of $7.0 billion, are subject to annual renewal, each at a different time during the year, and any of the above events could lead to difficulty in renewing the lines. These risks are mitigated by the availability of whole loan sales and financing provided by the Company, and to a lesser extent, by staggered renewal dates related to these lines.

Business Services: Business Services’ funding requirements are largely related to working capital needs. Funding is available from the Company sufficient to cover these needs. This segment generated $25.0 million in cash from operating activities primarily related to the collections of receivables. Business Services used $36.0 million in investing activities, primarily as a result of contingent payments on prior acquisitions, and $51.3 million in financing activities, primarily as a result of payments on acquisition debt.

Investment Services: Investment Services used $52.2 million in cash from operating activities during the quarter, primarily due to the timing of cash deposits that are restricted for the benefit of customers.

Investment Services, through HRBFA, is subject to regulatory requirements intended to ensure the general financial soundness and liquidity of broker-dealers. HRBFA is required to maintain minimum net capital as defined under Rule 15c3-1 of the Securities Exchange Act of 1934 and complies with the alternative capital requirement, which requires a broker-dealer to maintain net capital equal to the greater of $250 thousand or 2% of the combined aggregate debit balances arising from customer transactions. The net capital rule also provides that equity capital may not be withdrawn or cash dividends paid if resulting net capital would be less than the greater of 5% of combined aggregate debit items or 120% of the minimum required net capital. As of

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January 31, 2004, HRBFA’s net capital of $126.3 million, which was 18.4% of aggregate debit items, exceeded its minimum required net capital of $13.7 million by $112.6 million. Although HRBFA has always exceeded its minimum net capital requirements, during the nine months ended January 31, 2004 the Company contributed $32.0 million of additional capital to HRBFA.

To manage short-term liquidity, HRBFA maintains a $300 million unsecured credit facility with BFC, its indirect corporate parent. As of January 31, 2004 there were no outstanding balances on this facility.

Liquidity needs relating to client trading and margin-borrowing activities are met primarily through cash balances in client brokerage accounts and working capital. Management believes these sources of funds will continue to be the primary sources of liquidity for Investment Services. Stock loans have historically been used as a secondary source of funding and could be used in the future, if warranted.

Securities borrowed and securities loaned transactions are generally reported as collateralized financings. These transactions require the Company to deposit cash and/or collateral with the lender. Securities loaned consist of securities owned by customers, which were purchased on margin. When loaning securities, the Company receives cash collateral approximately equal to the value of the securities loaned. The amount of cash collateral is adjusted, as required, for market fluctuations in the value of the securities loaned. Interest rates paid on the cash collateral fluctuate as short-term interest rates change.

To satisfy the margin deposit requirement of client option transactions with the Options Clearing Corporation (OCC), Investment Services pledges customers’ margined securities. Pledged securities as of January 31, 2004 totaled $68.0 million, an excess of $25.2 million over the margin requirement.

Management believes the funding sources for Investment Services are stable. Liquidity risk within this segment is primarily limited to maintaining sufficient capital levels to obtain securities lending liquidity to support margin borrowing by customers.

International Tax Operations: International Tax Operations provided $2.3 million in cash from operating activities during the nine months primarily due to higher earnings during the Australian tax season and collections of receivables from Revenue Canada related to its discounted return program.

International Tax Operations are generally self-funded. Cash balances are held in Canada, Australia and the United Kingdom independently in local currencies. H&R Block Canada has a commercial paper program up to $125 million (Canadian). At January 31, 2004, there was no commercial paper outstanding.

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CAPITAL RESOURCES

Cash and cash equivalents – restricted totaled $606.8 million at January 31, 2004. HRBFA held $576.4 million of this total segregated in a special reserve account for the exclusive benefit of customers pursuant to Rule 15c3-3 of the Securities Exchange Act of 1934. Restricted cash held by Mortgage Operations totaled $15.0 million at January 31, 2004 as a result of cash held for outstanding commitments to fund mortgage loans. Restricted cash of $15.4 million at January 31, 2004 held by Business Services is related to funds held to pay payroll taxes on behalf of its clients.

On September 12, 2001, the Company’s Board of Directors authorized the repurchase of 15 million shares of common stock. On June 11, 2003 the Company’s Board of Directors approved an authorization to repurchase up to 20 million additional shares of its common stock. During the nine months ended January 31, 2004, the Company purchased 7.8 million shares pursuant to these authorizations at an aggregate price of $370.0 million, or an average price of $47.51 per share. There are approximately 14.1 million shares remaining under the June 2003 authorization at January 31, 2004. The Company plans to continue to purchase its shares on the open market in accordance with this authorization, subject to various factors including the price of the stock, the ability to maintain progress toward a capital structure that will support a single A rating, the availability of excess cash, the ability to maintain liquidity and financial flexibility, compliance with securities laws and other investment opportunities available.

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

The Company has commitments to fund mortgage loans in its pipeline of $2.5 billion at January 31, 2004, subject to contract verification. External market forces impact the probability of loan commitments being closed, and therefore, total commitments outstanding do not necessarily represent future cash requirements. If the loan commitments are exercised, they will be funded through the Company’s off-balance sheet arrangements.

For the nine months ended January 31, 2004, the final disposition of loans was 25% securitizations and 75% third-party whole loan sales. For the nine months ended January 31, 2003, the final disposition of loans was 65% securitizations and 35% third-party whole loan sales. The current year shift to whole loan sales is due to the more favorable pricing in the whole loan market. Increased whole loan sale transactions results in gains on loan sales being recorded earlier and cash being received earlier. Whole loan sales also do not add residual interests to the Company’s balance sheet, and therefore do not add additional balance sheet risk.

In the third quarter of fiscal year 2004, the warehouse facilities utilized by the Trusts were increased to $7.0 billion. An additional $1.0 billion facility was added that expires in November and bears interest at one-month LIBOR plus 50 to 60 basis points. This facility is subject to similar performance triggers, limits and financial covenants as the other facilities. In November 2003, two of the existing $1.5 billion facilities were increased to $2.0 billion each.

The Financial Accounting Standards Board (FASB) has decided to reissue its exposure draft, “Qualifying Special Purpose Entities and Isolation of Transferred Assets, an Amendment of

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FASB Statement No. 140,” during the first quarter of calendar year 2004. The purpose of the proposal is to provide more specific guidance on the accounting for transfers of financial assets to a QSPE.

Provisions in the first exposure draft, if adopted, may have required the Company to consolidate its current QSPEs (the Trusts) established in its Mortgage Operations segment. As of January 31, 2004, the Trusts had assets and liabilities of $2.8 billion. The provisions of the exposure draft are subject to FASB due process and are subject to change. The Company will continue to monitor the status of the exposure draft, and consider changes, if any, to current structures as a result of the proposed rules.

There have been no other material changes in the Company’s off-balance sheet financing arrangements from those reported at April 30, 2003 in the Company’s Annual Report on Form 10-K.

COMMERCIAL PAPER ISSUANCE

Borrowings of $1.4 billion were outstanding at January 31, 2004, with zero outstanding at April 30, 2003.

U.S. commercial paper issuances are supported by an unsecured committed line of credit (CLOC) from a consortium of twenty-four banks. The $2.0 billion CLOC is subject to annual renewal in August 2004 and has a one-year term-out provision with a maturity date in August 2005. This line is subject to various affirmative and negative covenants. This CLOC includes $1.5 billion for CP back-up and general corporate purposes and $500 million for working capital use, general corporate purposes and CP back-up. An additional line of credit of $500 million was put into place for the period of January 26 to February 25, 2004 to back-up peak commercial paper issuance. This line is subject to various covenants, substantially similar to the primary CLOC. These CLOCs were undrawn at January 31, 2004.

The Canadian issuances are supported by a credit facility provided by one bank in an amount not to exceed $125 million (Canadian). This line is subject to a minimum net worth covenant. The Canadian CLOC is subject to annual renewal in December 2004. The CLOC was undrawn at January 31, 2004.

There have been no other material changes in the Company’s commercial paper arrangements from those reported at April 30, 2003 in the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

In fiscal year 2000, HRB Royalty, Inc. (HRB Royalty), a wholly owned subsidiary of the Company, placed most of its major franchises on notice that it would not be renewing their respective franchise agreements as of the next renewal date. The agreements have expired or were going to expire on varying dates in fiscal years 2004 and 2005. Pursuant to the terms of the applicable franchise agreements, HRB Royalty must pay the major franchisee a “fair and equitable price” for the franchise business and such price shall not be less than eighty percent of

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the franchisee’s revenues for the most recent twelve months ended April 30, plus the value of equipment and supplies, and certain off-season expenses.

During the nine months ended January 31, 2004, franchise agreements of twelve major franchisees expired and subsidiaries of the Company began operating tax preparation businesses as company-owned operations in the franchise territories of ten former major franchisees. Cash payments of $243.3 million were made related to the ten former major franchises during the nine months ended January 31, 2004. Of the two other franchisees with expired franchise agreements one franchisee entered into a new franchise agreement with a limited term and the other franchisee continued litigation challenging the post-expiration restrictive covenants and disputing the payment due under the franchise agreement terms.

In August 2003, a subsidiary of the Company entered into a transaction with one of the former major franchisees whose franchise agreements expired in the first quarter, pursuant to which such subsidiary acquired the stock of the franchisee and the franchisee released the Company and its affiliates from any further liability regarding additional payments under the major franchise agreements. A trial relating to one major franchisee was held in October 2003, at the conclusion of which, the jury rendered a verdict and the court entered a judgment requiring the Company to make an additional payment of $3.2 million for the franchise business. The original payment for the franchise business made in the first quarter of fiscal year 2004 was $5.0 million.

In December 2003, one additional major franchise whose franchise agreement was scheduled to expire in 2005 entered into a new franchise agreement with a limited term.

On January 8, 2004, the Company reached an agreement to settle pending litigation with nine of its former major franchisees whose franchise agreements expired during the nine months ended January 31, 2004. The Company agreed to pay a total of $227.0 million as the “fair and equitable price” for the franchise businesses. During the third quarter of fiscal year 2004, the remaining $130.1 million was paid, which included the trial verdict payments of $3.2 million and $0.9 million.

In October 1997, the company issued $250.0 million of 63/4% Senior Notes under its shelf registration. These Senior Notes are due November 1, 2004 and are included in the current portion of long-term debt in the Company’s condensed consolidated balance sheet. The Company plans to refinance these Senior Notes during fiscal year 2005.

There have been no other material changes in the Company’s contractual obligations and commercial commitments from those reported at April 30, 2003 in the Company’s Annual Report on Form 10-K.

REGULATORY ENVIRONMENT

Certain state laws restrict or prohibit prepayment penalties on mortgage loans, and the Company relied on the federal Alternative Mortgage Transactions Parity Act (Parity Act) and related rules issued in the past by the Office of Thrift Supervision (OTS) to preempt state limitations on prepayment penalties. The Parity Act was enacted to extend to financial institutions, other than

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federally chartered depository institutions, the federal preemption that federally chartered depository institutions enjoy. However, in September 2002, the OTS released a new rule that reduced the scope of the Parity Act preemption effective July 1, 2003 and, as a result, the Company can no longer rely on the Parity Act to preempt state restrictions on prepayment penalties. The elimination of this federal preemption requires compliance with state restrictions on prepayment penalties. These restrictions prohibit the Company from charging any prepayment penalty in nine states and restrict the amount or duration of prepayment penalties that the Company may impose in an additional eleven states. This places the Company at a competitive disadvantage relative to financial institutions that continue to enjoy federal preemption of such state restrictions. Such institutions can charge prepayment penalties without regard to state restrictions and, as a result, may be able to offer loans with interest rate and loan fee structures that are more attractive than the interest rate and loan fee structures that the Company is able to offer. It is estimated that the net impact to Mortgage Operations will be a reduction in revenues of approximately $35.0 million in fiscal year 2004 as a result of the elimination of prepayment penalties.

The United States, various state, local, provincial and foreign governments and some self-regulatory organizations have enacted statutes and ordinances, and/or adopted rules and regulations, regulating aspects of the businesses in which the Company’s subsidiaries are involved, including, but not limited to, commercial income tax return preparers, income tax courses, the electronic filing of income tax returns, the facilitation of refund anticipation loans, loan originations and assistance in loan originations, mortgage lending, privacy, consumer protection, franchising, sales methods, brokers, broker-dealers and various aspects of securities transactions, financial planners, investment advisors, accountants and the accounting practice. The Company’s subsidiaries seek to determine the applicability of such statutes, ordinances, rules and regulations (collectively, Laws) and comply with those Laws that apply to their activities. From time to time in the ordinary course of business, the Company and its subsidiaries receive inquiries from governmental and self-regulatory agencies regarding the applicability of Laws to the products and services offered by the Company’s subsidiaries. In response to past inquiries, the Company’s subsidiaries have agreed to comply with such Laws, convinced the authorities that such Laws were not applicable or that compliance already exists, and/or modified such subsidiaries’ activities in the applicable jurisdiction to avoid the application of all or certain parts of such Laws. The Company’s management believes that the past resolution of such inquiries and its ongoing compliance with Laws have not had a material adverse effect on the consolidated financial statements of the Company and its subsidiaries. The Company cannot predict what effect future Laws, changes in interpretations of existing Laws, or the results of future regulator inquiries with respect to the applicability of Laws may have on the Company’s subsidiaries, the consolidated financial statements of the Company and its subsidiaries.

FORWARD-LOOKING INFORMATION

The information contained in this Form 10-Q and the exhibits hereto may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based upon current information, expectations, estimates and projections regarding the Company, the industries and markets in which the Company operates, and management’s assumptions and beliefs relating

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thereto. Words such as “will,” “plan,” “expect,” “remain,” “intend,” “estimate,” “approximate,” and variations thereof and similar expressions are intended to identify such forward-looking statements. These statements speak only as of the date on which they are made, are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such forward-looking statements. Such differences could be caused by a number of factors including, but not limited to, the uncertainty of laws, legislation, regulations, supervision and licensing by Federal, state and local authorities and self-regulatory organizations and their impact on any lines of business in which the Company’s subsidiaries are involved; unforeseen compliance costs; the uncertainty that the Company will achieve or exceed its revenue, income and earnings per share growth goals and expectations for fiscal year 2004; the uncertainty that actual fiscal year 2004 financial results will fall within the guidance provided by the Company; the uncertainty that the growth rate for mortgage originations in the Mortgage Operations segment will equal or exceed the growth rate experienced in fiscal year 2003 or the first three quarters of fiscal year 2004; the uncertainty as to the effect on the consolidated financial statements of the adoption of accounting pronouncements; risks associated with sources of liquidity for each of the lines of business of the Company; changes in interest rates; changes in economic, political or regulatory environments; changes in competition and the effects of such changes; the inability to implement the Company’s strategies; changes in management and management strategies; the Company’s inability to successfully design, create, modify and operate its computer systems and networks; the uncertainty of assumptions utilized to estimate cash flows from residual interests in securitizations and mortgage servicing rights; the uncertainty of assumptions and criteria used in the testing of goodwill and long-lived assets for impairment; litigation involving the Company and its subsidiaries; the uncertainty as to the outcome of any litigation; the uncertainty as to the timing or cost of commencement of operations in former major franchise territories or the fair and equitable price to be paid for any major franchise business; and risks described from time to time in reports and registration statements filed by the Company and its subsidiaries with the Securities and Exchange Commission. Readers should take these factors into account in evaluating any such forward-looking statements. The Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from those reported at April 30, 2003 in the Company’s Annual Report on Form 10-K.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure information required to be disclosed in reports filed or submitted under the Securities Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure such information is accumulated and communicated to management, including the Chief Executive Officer and Chief

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Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures.

In conjunction with management, including the Chief Executive Officer and Principal Accounting Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded these controls and procedures are effective. There have been no significant changes in internal controls, or in other factors, which would significantly affect these controls subsequent to the date of evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information below should be read in conjunction with the information included in note 12 to the Company’s condensed consolidated financial statements contained in Part I. The information included in note 12 to the Company’s condensed consolidated financial statements contained in Part I is hereby incorporated in this Part II by reference.

RAL Litigation

The Company reported in current reports on Forms 8-K, previous quarterly reports on Form 10-Q and in its annual report on Form 10-K for the year ended April 30, 2003, certain events and information relating to class action litigation and putative class action litigation involving its subsidiaries’ refund anticipation loan programs (collectively, “RAL Cases”). The Company has successfully defended numerous class action and putative class action lawsuits filed against it involving the RAL program and a variety of legal theories asserted by plaintiffs, although several such cases are still pending. The amounts claimed in these lawsuits have been substantial in some instances. Of the cases that are no longer pending, some were dismissed on the Company’s motions for dismissal or summary judgment, some were dismissed voluntarily by the plaintiffs after a denial of class certification, and some were settled. Two RAL Cases involving statewide classes (discussed in note 12 to the condensed consolidated financial statements contained in Part I) had final trial court approvals of settlements during the first nine months of fiscal year 2004 and two other RAL Cases were dismissed in August 2003 in connection with one of those settlements. One new putative class action RAL Case was filed in August 2003. The Company continues to believe it has meritorious defenses to the RAL Cases and intends to defend the remaining RAL Cases vigorously. However, there can be no assurances as to the outcome of the pending RAL Cases individually or in the aggregate, and there can be no assurances regarding the impact of the RAL Cases on the Company’s financial position. The following is updated information regarding the pending RAL Cases in which developments occurred during or after the three months ended January 31, 2004:

Ronnie and Nancy Haese, et al. v. H&R Block Inc., et al., Case No. CV96-4213, District Court of Kleberg County, Texas, (Haese I) and Ronnie and Nancy Haese, et al. v. H&R Block Inc., et al., Case No. CV-99-314-D, District Court of Kleberg County, Texas (Haese II), filed originally as one action on July 30, 1996. On November 19, 2002, the Company announced that a settlement

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had been reached pursuant to which the Company and its major franchisee will issue coupons to class members that may be redeemed over a five-consecutive-year period following final approval of the settlement and once all appeals have been exhausted. Each class member will receive a packet containing 15 coupons under the settlement. Three coupons will be redeemable each year – one for a $20 rebate off tax services at Block offices, one that may be redeemed for TaxCut Platinum tax preparation software, and one that may be redeemed for Tax Planning Advisor, a tax planning book. The settlement also provides that defendants will be responsible for the payment of court-approved legal fees up to $49 million and expenses of class counsel up to $900,000. As a result of the settlement announcement, the Company recorded a liability and pretax expense of $41.7 million during the second quarter of fiscal year 2003, which represented, at that time, the Company’s best estimate of its share of the settlement cost for plaintiff class attorneys’ fees and expenses, tax products and associated mailing expenses. The Company recorded an additional liability and pretax expense of $1.0 million during the three months ended October 31, 2003, for a total liability and pretax charge of $47.6 million through July 31, 2003. During the fourth quarter of fiscal year 2003 and prior to the filing of the final settlement agreement with the court and any motions for preliminary approval of the settlement and legal fees and expenses of class counsel, the plaintiffs filed a motion asking the Texas court to direct that $26 million of awarded class counsel fees be paid to the plaintiff class members. The final settlement agreement was filed with the District Court in March 2003 and preliminary approval of the settlement agreement was granted by the court on March 31, 2003. Notice of the settlement was sent to the class, a hearing on the final approval of the settlement agreement was held on June 24, 2003, and the judge entered a final judgment on June 24, 2003 fully and finally approving the settlement agreement, finding it fair, adequate and reasonable and that it protects the rights of the class, is in the best interests of the settlement class and meets all criteria required by Texas law. As a part of the final judgment, the court also (1) dismissed with prejudice the claims of class members who obtained RALs in Texas during the period from 1992 through 1996; (2) granted defendants’ Supplemental Motion for Summary Judgment as to class members who only obtained RALs from 1988 through 1991, and ordered that such defendants take nothing on their claims against the defendants; (3) granted defendants’ Motion to Compel Arbitration as to those members of the class who obtained a RAL for the first time from 1997 to 2002, and dismissed the claims of those class members without prejudice as to those members’ rights to pursue those claims through binding arbitration; (4) vacated its January 30, 1998 Order pertaining to arbitration clauses and contacts with the class; and (5) withdrew its rulings as to fiduciary duty, breach or the nature of the breach thereof, and for forfeiture as reflected in the Court’s November 6, 2002 letter. In a separate Order dated June 24, 2003, the Court found that the awarding of attorneys’ and expenses was appropriate and ordered that class counsel and objectors’ class counsel be awarded attorneys’ fees in the amount of $49.0 million on condition that, upon payment of the fees to class counsels’ trust account, class counsel shall pay $26.0 million of the attorneys’ fees to the class members pursuant to an approved distribution plan. The Order also provided that $100,000 from the award of attorneys’ fees be used to create a cy pres fund pursuant to an approved cy pres plan and specified the manner in which the remaining award of attorneys’ fees was to be distributed among the class counsel and objectors’ class counsel. There were no appeals of such final judgment and Order relating to attorneys’ fees and expenses. The Company paid the award of attorneys’ fees and expenses to class counsel on August 22, 2003. In addition to the $49.9 million liability that has already been recorded and/or

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paid, the Company will reduce revenues associated with tax preparation services as the coupons are redeemed each year. Coupons were distributed prior to the 2004 tax season.

Belinda Peterson, et al. v. H&R Block Tax Services, Inc., Case No. 95CH2389, in the Circuit Court of Cook County, Illinois. A settlement was reached in April 2003 involving an estimated maximum total amount of $295,000. As a part of the settlement, class members who submit a claim will receive $25 in cash, with a guaranteed minimum total payout of $40,000 and a maximum total payout of $55,000. Class counsel will receive $220,000, the named class representative will receive $5,000, and it is expected that it will cost up to $15,000 to administer the settlement. Preliminary approval of the settlement was granted on June 12, 2003 and notices of the settlement and claim forms have been sent to the class. The settlement was approved and a judgment entered after a final fairness hearing held in October 2003. The settlement was funded and attorneys’ fees were paid in December 2003, and payments were mailed to class members in February 2004.

Lynne A. Carnegie, et al. v. Household International, Inc., H&R Block, Inc., et al., (formerly Joel E. Zawikowski, et al. v. Beneficial National Bank, H&R Block, Inc., Block Financial Corporation, et al.) Case No. 98 C 2178, United States District Court for the Northern District of Illinois, Eastern Division. On April 15, 2003, the District Court judge declined to approve a $25 million settlement of this matter, finding that counsel for the settlement plaintiffs had been inadequate representatives of the plaintiff class and failed to sustain their burden of showing that the settlement was fair. The judge appointed new counsel for the plaintiffs in May 2003 and named their client, Lynne Carnegie, as lead plaintiff. The new counsel for the plaintiffs filed an amended complaint and a motion for partial summary judgment during the quarter ended July 31, 2003. The defendants filed a motion to dismiss, a brief in response to allegations in the plaintiffs’ amended complaint relating to class certification, and responses to plaintiffs’ motion for partial summary judgment. Rulings on these motions are pending, and extensive discovery is proceeding. In the fourth quarter of fiscal year 2003, the Company recorded a receivable in the amount of its $12.5 million share of the settlement fund and recorded a reserve of $12.5 million consistent with the existing settlement authority of the Board of Directors. The defendants requested the release of the escrowed settlement fund and the Company’s $12.5 million share of such fund was received during the second quarter of fiscal year 2004. The Company intends to defend the case vigorously, but there are no assurances as to its outcome.

Abby Thomas, et al. v. Beneficial National Bank, H&R Block, Inc., et al., Case No. 4:03-CV-00775 GTE in the United States District Court for the Eastern District of Arkansas, Western Division, was originally filed in the Circuit Court for Phillips County, Arkansas on August 12, 2003, and was subsequently removed to federal court. It is a putative class action alleging fraudulent misrepresentation, fraudulent concealment, dual agency, breach of fiduciary duty, violation of Arkansas Deceptive and Unconscionable Trade Practices Law, violation of Arkansas’ Secret Payments or Allowance of Rebates and Refunds Law, unjust enrichment, breach of contract and deceit in connection with the RAL program. The complaint requests that the court certify a nationwide class of all persons who obtained a RAL from September 1987 through December 1997, who do not have an arbitration provision in their contract. It also seeks a subclass of class members who are 60 years of age or older, or who are Disabled Persons under

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Arkansas Statutes section 4-88-201. Plaintiffs seek an unspecified amount of damages, restitution, equitable relief, attorneys’ fees, and costs of court. Defendants have moved to dismiss and compel arbitration. Plaintiffs thereafter filed an amended complaint and a motion to remand the case to state court. On December 8, 2003, the federal court denied plaintiffs’ motion to remand.

Deandra D. Cummins, et al. V. H&R Block, Inc., et al., Case No. 03-C-134 in the Circuit Court of Kanawha County, West Virginia. Defendants’ motions to dismiss and to compel arbitration were heard in part in December 2003 during which the judge discontinued the hearing and ordered the parties to mediation. Mediation occurred in February 2004 during which the parties were unable to reach agreement.

Sandra J. Basile, et al. v. H&R Block, Inc., et al, April Term 1992 Civil Action No. 3246 in the Court of Common Pleas, First Judicial District of Pennsylvania, Philadelphia County. Court ordered mediation occurred in December 2003. The mediation was unsuccessful, and the court decertified the class on December 31, 2003. Plaintiffs have appealed the decertification.

Peace of Mind Litigation

Lorie J. Marshall, et al. v. H&R Block Tax Services, Inc., et al., Civil Action 2002L000004, in the Circuit Court of Madison County, Illinois, is a class action case filed on January 18, 2002, as to which the court granted plaintiffs’ first amended motion for class certification on August 27, 2003. Plaintiffs’ claims consist of five counts relating to the defendants’ Peace of Mind program under which the applicable tax return preparation subsidiary assumes liability for the cost of additional tax assessments attributable to tax return preparation error. The plaintiffs allege that defendants’ sale of its Peace of Mind guarantee constitutes statutory fraud by selling insurance without a license, an unfair trade practice, by omission and by “cramming’ (i.e., charging customers for the guarantee even though they did not request it and/or did not want it), and constitutes a breach of fiduciary duty. A hearing on the motion to certify both a nationwide plaintiff class and a nationwide defendant class was held on August 14, 2003, and, on August 27, 2003, the court certified the following plaintiff classes: (1) all persons who were charged a separate fee for Peace of Mind by “H&R Block” or a defendant H&R Block class member from January 1, 1997 to final judgment; (2) all persons who reside in certain class states and who were charged a separate fee for Peace of Mind by “H&R Block,” or a defendant H&R Block class member, and that was not licensed to sell insurance, from January 1, 1997 to final judgment; and (3) all persons who had an unsolicited charge for Peace of Mind posted to their bills by “H&R Block” or a defendant H&R Block class member from January 1, 1997, to final judgment. Among those excluded from the plaintiff classes are all persons who received the Peace of Mind guarantee through an H&R Block Premium office and all persons who reside in Texas and Alabama. The court also certified a defendant class consisting of any entity with the names “H&R Block” or “HRB” in its name, or otherwise affiliated or associated with H&R Block Tax Services, Inc., and which sold or sells the Peace of Mind product. Defendants filed a motion asking the trial court to certify the class certification issues for interlocutory appeal, which the trial court denied. Discovery is proceeding.

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There are two other putative class actions pending against the Company in Texas and Alabama that involve the Peace of Mind guarantee. The Texas case is being tried before the same judge that presided over the Haese case and involves the same attorneys for the plaintiffs as are involved in the Marshall litigation in Illinois and substantially similar allegations. The Alabama case involves allegations of selling insurance without a license in connection with the Peace of Mind program, the erroneous preparation of income tax returns that subjected plaintiffs to audits, failure to provide assistance in responding to auditors’ requests, failure to pay the penalties, interest, and additional taxes under Block’s standard guarantee and Peace of Mind programs, unjust enrichment, and breach of contract. No classes have been certified in either of these two cases. The Company believes the claims in these Peace of Mind actions are without merit and intends to defend them vigorously. However, there can be no assurances as to the outcome of these pending actions individually or in the aggregate, and there can be no assurances on the impact of these actions on the Company’s financial condition.

Franchise Litigation

The Company was a named defendant in litigation entitled William R. Smith, Inc., et al. v. H&R Block, Inc., et al., Case No. 99-CV-206379, pending in the Circuit Court of Jackson County, Missouri (previously known as Armstrong Business Services, Inc., et al. v. H&R Block, Inc., et al.). See discussion in note 12 to the condensed consolidated financial statements.

Other Claims and Litigation

As with other broker-dealers that distribute mutual fund shares, H&R Block Financial Advisors, Inc. (HRBFA), a wholly owned indirect subsidiary of the Company, is the subject of an investigation by the National Association of Securities Dealers, Inc. (NASD) into activities characterized as “market timing” and “late trading” of mutual fund shares by HRBFA. The NASD staff has notified HRBFA that on the basis of its investigation it has preliminarily determined to recommend a disciplinary action against HRBFA for violating various federal securities laws and NASD rules in connection with market timing activities that took place primarily in one of HRBFA’s offices. The NASD has requested a written statement concerning HRBFA’s position on the staff’s preliminary determination. HRBFA is cooperating with the NASD and is conducting its own internal investigation. There can be no assurances as to the outcome and resolution of this matter at this time.

As reported in current report on Form 8-K dated December 12, 2003, the United States Securities and Exchange Commission informed outside counsel to the Company on December 11, 2003 that the Commission had issued a Formal Order of Investigation concerning the Company’s disclosures, in and before November 2002, regarding RAL litigation to which the Company was and is a party. There can be no assurances as to the outcome and resolution of this matter.

The Company and its subsidiaries have from time to time been party to claims and lawsuits not discussed herein arising out of its business operations, including additional claims and lawsuits concerning RALs and the Peace of Mind guarantee program, and claims and lawsuits concerning the preparation of customers’ income tax returns, the electronic filing of customers’ tax returns, the fees charged customers for various products and services, losses incurred by customers with

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respect to their investment accounts, relationships with franchisees, denials of mortgage loans, contested mortgage foreclosures, other aspects of the mortgage business, intellectual property disputes, and contract disputes. Such lawsuits include actions by individual plaintiffs, as well as cases in which plaintiffs seek to represent a class of similarly situated customers. The amounts claimed in these claims and lawsuits are substantial in some instances and the ultimate liability with respect to such litigation and claims is difficult to predict. The Company’s management considers these cases to be ordinary, routine litigation incidental to its business, believes and Company and its subsidiaries have meritorious defenses to each of them, and is defending, or intends to defend, them vigorously. While management cannot provide assurance that the Company and its subsidiaries will ultimately prevail in each instance, management believes that amounts, if any, required to be paid by the Company and its subsidiaries in the discharge of liabilities or settlements in these other matters will not have a material adverse effect on the Company’s consolidated results of operations or financial position.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a)   Exhibits

     
10.1
  Employment Agreement dated September 2, 2003 and fully executed on December 20, 2003 between HRB Management, Inc. and Brad C. Iversen.
 
   
10.2
  Settlement Agreement dated January 8, 2004 between (a) Herbert Dicker; HBD, Inc.; Robert Hildorf; RKL, Inc.; Ray Jiruska; HRB, LLC; RLJ Enterprises, Inc.; DFJ Enterprises, Inc.; RRJ Enterprises, Inc.; DEJ Enterprises, Inc.; Moore Business Service, Inc.; T.J. Enterprises, Inc.; Block Mountain West, Inc.; Orr Enterprises Limited Partnership; S.E. Iowa Business Services, Inc.; Taxsavers, Inc.; and JBW Limited Partnership and (b) H&R Block, Inc.; Block Financial Corporation; HRB Royalty, Inc.; H&R Block Tax Services, Inc.; and H&R Block Eastern Tax Services, Inc.
 
   
10.3
  Third Amended and Restated Refund Anticipation Loan Participation Agreement dated as of January 1, 2004, between Block Financial Corporation and Household Tax Masters, Inc.
 
   
31.1
  Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification by Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Certification by Chief Executive Officer furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2
  Certification by Principal Accounting Officer furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

b)   Reports on Form 8-K

The registrant filed a current report on Form 8-K dated November 26, 2003, reporting under Item 12 thereof its issuance of a press release announcing the results of operations for its second quarter ending October 31, 2003.

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The registrant filed a current report on Form 8-K dated December 12, 2003, reporting under Item 5 thereof its issuance of a press release announcing the United States Securities & Exchange Commission enforcement staff had issued a Formal Order of Investigation concerning the Company’s disclosures, in and before November 2002, about refund anticipation loan litigation to which the Company was and is a party.

The registrant filed a current report on Form 8-K dated January 12, 2004, reporting under Item 5 thereof its issuance of a press release announcing the settlement of the major franchise litigation.

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SIGNATURES

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 thereunto duly authorized.

         
      H&R BLOCK, INC.
     
      (Registrant)
         
DATE 3/16/04   BY   /s/ Mark A. Ernst

      Mark A. Ernst
      Chairman of the Board, President
      and Chief Executive Officer
         
DATE 3/16/04   BY   /s/ Melanie K. Coleman
     
      Melanie K. Coleman
      Vice President and
      Corporate Controller

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