e10vqza
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q/A
Amendment No. 1
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2005
OR
     
o   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
     
(LOGO)
  H&R BLOCK
H&R Block, Inc.
(Exact name of registrant as specified in its charter)
     
MISSOURI   44-0607856
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Yes þ      Accelerated filer Yes o       Non-accelerated filer No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
The number of shares outstanding of the registrant’s Common Stock, without par value, at the close of business on August 31, 2005 was 324,650,475 shares.
 
 

 


 

     
(LOGO)
  H&R BLOCK
Form 10-Q/A for the Period Ended July 31, 2005
Table of Contents
         
    Page
PART I Financial Information
       
 
       
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    32  
 
       
       
 
       
    33  
 
       
    35  
 Certification by CEO Pursuant to Section 302
 Certification by CFO Pursuant to Section 302
 Certification by CEO Furnished Pursuant to 18 U.S.C. 1350
 Certification by CFO Furnished Pursuant to 18 U.S.C. 1350
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to the company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2005, initially filed with the Securities and Exchange Commission on September 8, 2005, is being filed to reflect restatements of our consolidated balance sheets at July 31, 2005 and April 30, 2005, consolidated statements of income and comprehensive income for the three months ended July 31, 2005 and 2004, and of cash flows for the three months ended July 31, 2005 and 2004, and the notes related thereto. See detail discussion of the restatements in Item 1, note 2 to the condensed consolidated financial statements.
     On February 22, 2006, the Company’s management and the Audit Committee of the Board of Directors concluded to restate previously issued consolidated financial statements for the fiscal quarters ended October 31, 2005 and July 31, 2005, the fiscal years ended April 30, 2005 and 2004 and the related fiscal quarters. The Company arrived at this conclusion during the course of its closing process for the quarter ended January 31, 2006.
     The restatement pertains primarily to errors in determining the Company’s state effective income tax rate, including errors in identifying changes in state apportionment, expiring state net operating losses and related factors.

 


Table of Contents

     
(LOGO)
  H&R BLOCK
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    (in 000s, except share amounts)  
    Restated     Restated  
    July 31, 2005     April 30, 2005  
    (Unaudited)          
ASSETS
               
 
               
Cash and cash equivalents
  $ 632,801     $ 1,100,213  
Cash and cash equivalents – restricted
    416,981       516,909  
Marketable securities – trading
    77,085       11,790  
Receivables from customers, brokers, dealers and clearing organizations, net
    585,214       590,226  
Receivables, less allowance for doubtful accounts of $46,752 and $38,879
    404,501       418,788  
Prepaid expenses and other current assets
    473,831       432,708  
 
           
Total current assets
    2,590,413       3,070,634  
Residual interests in securitizations – available-for-sale
    193,207       205,936  
Beneficial interest in Trusts – trading
    185,539       215,367  
Mortgage servicing rights
    188,708       166,614  
Property and equipment, at cost less accumulated depreciation and amortization of $677,989 and $658,425
    328,684       330,150  
Intangible assets, net
    232,242       247,092  
Goodwill, net
    1,018,632       1,015,947  
Other assets
    278,529       286,316  
 
           
Total assets
  $ 5,015,954     $ 5,538,056  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Liabilities:
               
Current portion of long-term debt
  $ 25,854     $ 25,545  
Accounts payable to customers, brokers and dealers
    871,715       950,684  
Accounts payable, accrued expenses and other current liabilities
    497,215       564,749  
Accrued salaries, wages and payroll taxes
    161,661       318,644  
Accrued income taxes
    372,114       375,174  
 
           
Total current liabilities
    1,928,559       2,234,796  
 
               
Long-term debt
    923,145       923,073  
Other noncurrent liabilites
    368,028       430,919  
 
           
Total liabilities
    3,219,732       3,588,788  
 
           
 
               
Stockholders’ equity:
               
Common stock, no par, stated value $.01 per share, 800,000,000 shares authorized, 435,890,796 shares issued at July 31, 2005 and April 30, 2005
    4,359       4,359  
Additional paid-in capital
    601,348       598,388  
Accumulated other comprehensive income
    63,731       68,718  
Retained earnings
    3,097,151       3,161,682  
Less cost of 106,780,588 and 104,649,850 shares of common stock in treasury
    (1,970,367 )     (1,883,879 )
 
           
Total stockholders’ equity
    1,796,222       1,949,268  
 
           
Total liabilities and stockholders’ equity
  $ 5,015,954     $ 5,538,056  
 
           
See Notes to Condensed Consolidated Financial Statements

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(LOGO)
  H&R BLOCK
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                 
    (Unaudited, amounts in 000s,  
    except per share amounts)  
    Restated     Restated  
Three months ended July 31,   2005     2004  
 
Revenues:
               
Service revenues
  $ 315,128     $ 248,588  
Other revenues:
               
Gains on sales of mortgage assets, net
    236,431       183,360  
Interest income
    49,253       39,720  
Product and other revenues
    14,181       14,883  
 
           
 
    614,993       486,551  
 
           
 
               
Operating expenses:
               
Cost of services
    343,218       290,975  
Cost of other revenues
    123,357       78,395  
Selling, general and administrative
    189,252       160,196  
 
           
 
    655,827       529,566  
 
           
 
               
Operating loss
    (40,834 )     (43,015 )
Interest expense
    12,435       17,793  
Other income, net
    7,400       2,008  
 
           
Loss before taxes
    (45,869 )     (58,800 )
Income tax benefit
    (17,875 )     (22,846 )
 
           
Net loss
  $ (27,994 )   $ (35,954 )
 
           
 
               
Basic and diluted loss per share
  $ (0.08 )   $ (0.11 )
 
           
 
               
Basic and diluted shares
    330,714       337,270  
 
           
 
               
Dividends per share
  $ 0.11     $ 0.10  
 
           
 
               
Comprehensive income (loss):
               
Net loss
  $ (27,994 )   $ (35,954 )
Change in unrealized gain on available-for-sale securities, net
    (5,811 )     21,470  
Change in foreign currency translation adjustments
    824       (330 )
 
           
Comprehensive income (loss)
  $ (32,981 )   $ (14,814 )
 
           
See Notes to Condensed Consolidated Financial Statements

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(LOGO)
  H&R BLOCK
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    (Unaudited, amounts in 000s)  
    Restated     Restated  
Three months ended July 31,   2005     2004  
 
Cash flows from operating activities:
               
Net loss
  $ (27,994 )   $ (35,954 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    44,085       38,908  
Accretion of residual interests in securitizations
    (30,777 )     (28,677 )
Impairments of residual interests in securitizations
    12,415       2,609  
Additions to trading securities – residual interests in securitizations
    (101,002 )      
Proceeds from net interest margin transactions, net
    40,371        
Additions to mortgage servicing rights
    (49,306 )     (28,493 )
Amortization and impairment of mortgage servicing rights
    27,212       18,334  
Net change in beneficial interest in Trusts
    29,828       (1,433 )
Other, net of acquisitions
    (255,347 )     (480,626 )
 
           
Net cash used in operating activities
    (310,515 )     (515,332 )
 
           
 
               
Cash flows from investing activities:
               
Cash received from residual interests in securitizations
    24,031       38,826  
Purchases of property and equipment, net
    (30,330 )     (22,714 )
Payments made for business acquisitions, net of cash acquired
    (3,452 )     (806 )
Other, net
    7,935       8,300  
 
           
Net cash provided by (used in) investing activities
    (1,816 )     23,606  
 
           
 
               
Cash flows from financing activities:
               
Repayments of commercial paper
          (314,836 )
Proceeds from issuance of commercial paper
          419,700  
Dividends paid
    (36,537 )     (33,636 )
Acquisition of treasury shares
    (131,642 )     (347,395 )
Proceeds from issuance of common stock
    32,318       12,375  
Other, net
    (19,220 )     (127 )
 
           
Net cash used in financing activities
    (155,081 )     (263,919 )
 
           
 
               
Net decrease in cash and cash equivalents
    (467,412 )     (755,645 )
Cash and cash equivalents at beginning of the period
    1,100,213       1,072,745  
 
           
Cash and cash equivalents at end of the period
  $ 632,801     $ 317,100  
 
           
See Notes to Condensed Consolidated Financial Statements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1.   Basis of Presentation
 
    The condensed consolidated balance sheet as of July 31, 2005, the condensed consolidated statements of income and comprehensive income for the three months ended July 31, 2005 and 2004, and the condensed consolidated statements of cash flows for the three months ended July 31, 2005 and 2004 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 July 31, 2005 and for all periods presented have been made.
     “H&R Block,” “the Company,” “we,” “our” and “us” are used interchangeably to refer to H&R Block, Inc. or to H&R Block, Inc. and its subsidiaries, as appropriate to the context.
     Certain reclassifications have been made to prior year amounts to conform to the current year presentation. These reclassifications had no effect on our results of operations or stockholders’ equity as previously reported. Adjustments related to the restatements of previously issued financial statements are detailed in note 2.
     On June 8, 2005, our Board of Directors declared a two-for-one stock split of the Company’s Common Stock in the form of a 100% stock distribution, effective August 22, 2005, to shareholders of record as of the close of business on August 1, 2005. All share and per share amounts in this document have been adjusted to reflect the retroactive effect of the stock split.
     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 our April 30, 2005 Annual Report to Shareholders on Form 10-K/A.
     Operating revenues of the Tax Services and Business Services 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.
     We file our 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.   Restatements of Previously Issued Financial Statements
 
    (A) On February 22, 2006, management and the Audit Committee of the Board of Directors concluded to restate previously issued consolidated financial statements for the fiscal quarters ended October 31, 2005 and July 31, 2005, the fiscal years ended April 30, 2005 and 2004 and the related fiscal quarters. We arrived at this conclusion during the course of our closing process for the quarter ended January 31, 2006. This restatement pertains primarily to errors in determining the Company’s state effective income tax rate, including errors in identifying changes in state apportionment, expiring state net operating losses and related factors. These errors resulted in an understatement of income tax benefit (net of federal income tax benefit) of $0.3 million and $0.8 million for the three months ended July 31, 2005 and 2004, respectively, an overstatement of deferred income tax assets of $1.2 million as of July 31, 2005 and April 30, 2005, and an understatement of accrued income taxes of $25.5 million and $25.9 million as of July 31, 2005 and April 30, 2005, respectively. The effect of the above adjustments on the condensed consolidated financial statements is set forth in “2C” below.
 
    (B) On June 7, 2005, management and the Audit Committee of the Board of Directors determined that restatement of our previously issued consolidated financial statements, including financial statements for the three months ended July 31, 2004 was appropriate as a result of the errors noted below. All amounts listed are pretax, unless otherwise noted.
  §   An error in calculating the gain on sale of residual interests in fiscal year 2003. This error was corrected by deferring a portion of the gain on sale of residual interests as of the transaction date in fiscal year 2003 and recognizing revenue from the sale as interest income from accretion of residual interests in subsequent periods. Interest income from accretion increased $3.0 million for the three months ended July 31, 2004. This correction also decreased impairments of residual

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      interests $0.8 million and increased comprehensive income $2.4 million for the three months ended July 31, 2004.
 
  §   An error in the calculation of an incentive compensation accrual at our Mortgage Services segment as of April 30, 2004. This error resulted in an overstatement of compensation expense for the three months ended July 31, 2004 of $12.1 million.
 
  §   An error in accounting for leased properties related to rent holidays and mandatory rent escalation in our Tax Services, Mortgage Services and Investment Services segments. Rent expense was understated for the three months ended July 31, 2004 by $0.2 million.
 
  §   An error from the capitalization of certain branch office costs at our Investment Services segment, which should have been expensed as incurred. This error resulted in an understatement of occupancy expenses and an overstatement of depreciation expense and capital expenditures, resulting in a net understatement of operating expenses of $0.1 million for the three months ended July 31, 2004.
 
  §   Errors related to accounting for acquisitions at our Business Services and Investment Services segments, the largest of which was the acquisition of OLDE in fiscal year 2000. Amortization of customer relationships was understated by $1.8 million and the provision for income taxes was overstated by approximately $3.7 million for the three months ended July 31, 2004.
 
  The effect of the above adjustments on the condensed consolidated financial statements is set forth in “2C” below.
    (C) Notes 4, 5, 7, 11, and 13 have been restated to reflect the above described adjustments.
     The following is a summary of the impact of the restatement described in “2A” above on our condensed consolidated balance sheet as of July 31, 2005:
                         
    (in 000s, except per share amounts)  
    As Previously              
    Reported (1)     Adjustments (2)     Restated  
 
Other assets
  $ 279,756     $ (1,227 )   $ 278,529  
Total assets
    5,017,181       (1,227 )     5,015,954  
Accrued income taxes
    346,568       25,546       372,114  
Total current liabilities
    1,903,013       25,546       1,928,559  
Total liabilities
    3,194,186       25,546       3,219,732  
Retained earnings
    3,123,924       (26,773 )     3,097,151  
Total stockholders’ equity
    1,822,995       (26,773 )     1,796,222  
Total liabilities and stockholders’ equity
    5,017,181       (1,227 )     5,015,954  
 
(1)   As reported in our Form 10-Q filed on September 8, 2005 for the three months ended July 31, 2005.
 
(2)   Adjusted to reflect the restatement described in “2A” above.
     The following is a summary of the impact of the restatement described in “2A” above on our condensed consolidated statement of income and comprehensive income for the three months ended July 31, 2005:
                         
       
    As Previously              
    Reported (1)     Adjustments (2)     Restated  
 
Income tax benefit
  $ (17,545 )   $ (330 )   $ (17,875 )
Net loss
    (28,324 )     330       (27,994 )
Basic and diluted loss per share
  $ (0.09 )   $ 0.01     $ (0.08 )
Comprehensive income (loss)
  $ (33,311 )   $ 330     $ (32,981 )
 
(1)   As reported in our Form 10-Q filed on September 8, 2005 for the three months ended July 31, 2005.
 
(2)   Adjusted to reflect the restatement described in “2A” above.

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     The following is a summary of the impact of the restatements on our condensed consolidated statement of income and comprehensive income for the three months ended July 31, 2004:
                                         
       
    As Previously           As Previously                
  Reported (1)     Adjustments (2)     Restated (3)     Adjustments (4)     Restated  
 
Gain on sale of mortgage assets, net
  $ 182,534     $ 826     $ 183,360     $     $ 183,360  
Interest income
    36,706       3,014       39,720             39,720  
Total revenues
    482,711       3,840       486,551             486,551  
Total operating expenses
    539,490       (9,924 )     529,566             529,566  
Operating loss
    (56,779 )     13,764       (43,015 )           (43,015 )
Loss before taxes
    (72,564 )     13,764       (58,800 )           (58,800 )
Income tax benefit
    (28,481 )     6,423       (22,058 )     (788 )     (22,846 )
Net loss
    (44,083 )     7,341       (36,742 )     788       (35,954 )
Basic and diluted loss per share
  $ (.13 )   $ 0.02     $ (.11 )   $     $ (.11 )
Change in unrealized gain on marketable securities, net
  $ 23,843     $ (2,373 )   $ 21,470     $     $ 21,470  
Comprehensive income (loss)
    (20,570 )     4,968       (15,602 )     788       (14,814 )
 
(1)   As reported in our Form 10-Q filed on September 8, 2004 for the three months ended July 31, 2004. Amounts have been reclassified to conform to current year presentation. See discussion of reclassifications in note 1.
 
(2)   Adjusted to reflect the restatement described in “2B” above, as derived from the Company’s Form 10-K/A filed on August 5, 2005 for the fiscal year ended April 30, 2005.
 
(3)   As reported in our Form 10-Q filed on September 8, 2005 for the three months ended July 31, 2005.
 
(4)   Adjusted to reflect the restatement described in “2A” above.
     The following is a summary of the impact of the restatement described in “2A” above on our condensed consolidated statement of cash flows for the three months ended July 31, 2005:
                         
       
    As Previously              
  Reported (1)     Adjustments (2)     Restated  
 
Net loss
  $ (28,324 )   $ 330     $ (27,994 )
Other, net of acquisitions
    (255,017 )     (330 )     (255,347 )
 
(1)   As reported in our Form 10-Q filed on September 8, 2005 for the three months ended July 31, 2005.
 
(2)   Adjusted to reflect the restatement described in “2A” above.
     The following is a summary of the impact of the restatements on our condensed consolidated statement of cash flows for the three months ended July 31, 2004:
                                         
    (in 000s)  
    As Previously           As Previously              
Three months ended July 31, 2004   Reported (1)     Adjustments (2)     Restated (3)     Adjustments (4)     Restated  
 
Net loss
  $ (44,083 )   $ 7,341     $ (36,742 )   $ 788     $ (35,954 )
Depreciation and amortization
    37,137       1,771       38,908             38,908  
Accretion of residual interests in securitizations
    (25,663 )     (3,014 )     (28,677 )           (28,677 )
Impairment of residual interests in securitizations
    3,435       (826 )     2,609             2,609  
Other, net of acquisitions
    (474,367 )     (5,471 )     (479,838 )     (788 )     (480,626 )
Net cash provided by operating activities
    (515,133 )     (199 )     (515,332 )           (515,332 )
Purchases of property and equipment, net
    (22,913 )     199       (22,714 )           (22,714 )
Net cash provided by (used in) investing activities
    23,407       199       23,606             23,606  
 
(1)   As reported in our Form 10-Q filed on September 8, 2004 for the three months ended July 31, 2004. Amounts have been reclassified to conform to current year presentation. See discussion of reclassifications in note 1.
 
(2)   Adjusted to reflect the restatement described in “2B” above, as derived from the Company’s Form 10-K/A filed on August 5, 2005 for the fiscal year ended April 30, 2005.
 
(3)   As reported in our Form 10-Q filed on September 8, 2005 for the three months ended July 31, 2005.
 
(4)   Adjusted to reflect the restatement described in “2A” above.
     The restatements had no impact on our cash flows from financing activities as previously reported.

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3.   Earnings (Loss) Per Share
 
    Basic earnings (loss) 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 (loss) per share except in those periods with a loss. Diluted earnings per share excludes the impact of shares of common stock issuable upon the lapse of certain restrictions or the exercise of options to purchase 33.7 million shares and 37.0 million shares of stock for the three months ended July 31, 2005 and 2004, respectively, as the effect would be antidilutive due to the net loss recorded during the periods.
     The weighted average shares outstanding for the three months ended July 31, 2005 decreased to 330.7 million from 337.3 million last year, primarily due to our purchases of treasury shares. The effect of these purchases was partially offset by the issuance of treasury shares related to our stock-based compensation plans.
     During the three months ended July 31, 2005 and 2004, we issued 2.5 million shares and 1.2 million shares, respectively, of common stock pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares, in accordance with our stock-based compensation plans.
     During the three months ended July 31, 2005, we acquired 4.6 million shares of our common stock, of which 4.4 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $131.6 million. During the three months ended July 31, 2004, we acquired 14.9 million shares of our common stock, of which 14.8 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $347.4 million.
4.   Mortgage Banking Activities
 
    Activity related to available-for-sale residual interests in securitizations consists of the following:
                 
    (in 000s)  
            Restated  
Three months ended July 31,   2005     2004  
 
Balance, beginning of period
  $ 205,936     $ 210,973  
Additions from net interest margin (NIM) transactions
    2,109        
Cash received
    (24,031 )     (38,826 )
Accretion
    30,777       28,677  
Impairments of fair value
    (11,875 )     (2,609 )
Other
    (330 )      
Changes in unrealized holding gains, net
    (9,379 )     35,067  
 
           
Balance, end of period
  $ 193,207     $ 233,282  
 
           
     We sold $10.8 billion and $6.7 billion of mortgage loans in whole loan sales to warehouse trusts (Trusts) or other buyers during the three months ended July 31, 2005 and 2004, respectively, with gains totaling $222.8 million and $185.3 million, respectively, recorded on these sales.
     Trading residual interests valued at $101.0 million were recorded in connection with the securitizations of mortgage loans during the three months ended July 31, 2005, with net cash proceeds of $40.4 million received in connection with NIM transactions. Total net additions to residual interests from net interest margin (NIM) transactions for the three months ended July 31, 2005 were $2.1 million. We did not complete any securitizations or NIM transactions during the three months ended July 31, 2004.
     At July 31, 2005, we had $58.0 million in residual interests classified as trading securities. These residual interests are the result of the initial securitization of mortgage loans and are expected to be securitized in a NIM transaction during our second quarter. Trading residuals are included in marketable securities — trading on the condensed consolidated balance sheet with mark-to-market adjustments and impairments included in gains on sales of mortgage assets on the condensed consolidated income statement. Such adjustments resulted in a gain of $3.5 million for the three months ended July 31, 2005. There were no such trading securities recorded as of April 30, 2005.
     Cash flows of $24.0 million and $38.8 million were received from the securitization trusts for the three months ended July 31, 2005 and 2004, respectively. Cash received on residual interests is included in investing activities in the condensed consolidated statements of cash flows.

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     Aggregate net unrealized gains on residual interests, which had not yet been accreted into income, totaled $105.9 million at July 31, 2005 and $115.4 million at April 30, 2005. 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.
     Activity related to mortgage servicing rights (MSRs) consists of the following:
                 
    (in 000s)  
Three months ended July 31,   2005     2004  
 
Balance, beginning of period
  $ 166,614     $ 113,821  
Additions
    49,306       28,493  
Amortization
    (26,892 )     (18,334 )
Impairment
    (320 )      
 
           
Balance, end of period
  $ 188,708     $ 123,980  
 
           
     Estimated amortization of MSRs for fiscal years 2006 through 2010 is $80.2 million, $67.6 million, $29.1 million, $9.4 million and $2.2 million, respectively.
     The key weighted average assumptions we used to estimate the cash flows and values of the residual interests initially recorded during the three months ended July 31, 2005 are as follows:
         
Three months ended   July 31, 2005  
 
Estimated credit losses
    2.70 %
Discount rate
    21.57 %
Variable returns to third-party beneficial interest holders
  LIBOR forward curve at closing  
     The key weighted average assumptions we used to estimate the cash flows and values of the residual interests and MSRs at July 31, 2005 and April 30, 2005 are as follows:
                 
    July 31, 2005     April 30, 2005  
 
Estimated credit losses – residual interests
    2.98 %     3.03 %
Discount rate – residual interests
    19.31 %     21.01 %
Discount rate – MSRs
    15.00 %     12.80 %
Variable returns to third-party beneficial interest holders
  LIBOR forward curve at valuation date  
     We originate both adjustable and fixed rate mortgage loans. A key assumption used to estimate the cash flows and values of the residual interests is average annualized prepayment speeds. Prepayment speeds include voluntary prepayments, involuntary prepayments and scheduled principal payments. Prepayment rate assumptions are as follows:
                         
    Prior to     Months Outstanding Without  
    Penalty     Prepayment Penalty  
    Expiration     Zero - 3     Remaining Life  
 
Adjustable rate mortgage loans:
                       
With prepayment penalties
    30 %     70 %     43 %
Without prepayment penalties
    36 %     53 %     41 %
Fixed rate mortgage loans:
                       
With prepayment penalties
    29 %     47 %     40 %
     For fixed rate mortgages without prepayment penalties, we use an average prepayment rate of 35% over the life of the loans. Prepayment rate is projected based on actual paydown including voluntary, involuntary and scheduled principal payments.

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     Expected static pool credit losses are as follows:
                                                 
    Mortgage Loans Securitized in Fiscal Year  
    Prior to 2002   2002   2003   2004   2005   2006
 
As of:
                                               
July 31, 2005
    4.53 %     2.53 %     2.03 %     2.20 %     2.86 %     2.70 %
April 30, 2005
    4.52 %     2.53 %     2.08 %     2.30 %     2.83 %      
April 30, 2004
    4.46 %     3.58 %     4.35 %     3.92 %            
 
     Static pool credit losses are calculated by summing the actual and projected future credit losses and dividing them by the original balance of each pool of assets.
     At July 31, 2005, 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:
                                 
(dollars in 000s)  
    Residential Mortgage Loans        
    NIM     Beneficial Interest     Trading     Servicing  
    Residuals     in Trusts     Residual     Asset  
 
Carrying amount/fair value
  $ 193,207     $ 185,539     $ 57,982     $ 188,708  
Weighted average remaining life (in years)
    1.3       2.3       2.0       1.2  
 
Prepayments (including defaults):
                               
Adverse 10% – $ impact on fair value
  $ 458     $ (9,933 )   $ (2,407 )   $ (26,926 )
Adverse 20% – $ impact on fair value
    13,807       (15,078 )     2,540       (44,709 )
 
Credit losses:
                               
Adverse 10% – $ impact on fair value
  $ (36,108 )   $ (7,360 )   $ (1,743 )   Not applicable
Adverse 20% – $ impact on fair value
    (64,062 )     (14,540 )     (3,435 )   Not applicable
 
Discount rate:
                               
Adverse 10% – $ impact on fair value
  $ (4,490 )   $ (4,629 )   $ (1,473 )   $ (2,634 )
Adverse 20% – $ impact on fair value
    (8,734 )     (9,059 )     (2,870 )     (5,205 )
 
Variable interest rates (LIBOR forward curve):
                               
Adverse 10% – $ impact on fair value
  $ (11,240 )   $ (40,538 )   $ (2,211 )   Not applicable
Adverse 20% – $ impact on fair value
    (23,873 )     (81,169 )     (4,962 )   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 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.
     Mortgage loans that have been securitized at July 31, 2005 and April 30, 2005, past due sixty days or more and the related credit losses incurred are presented below:
                                                 
(in 000s)  
    Total Principal     Principal Amount of        
    Amount of Loans     Loans 60 Days or     Credit Losses  
    Outstanding     More Past Due     (net of recoveries)  
    July 31,     April 30,     July 31,     April 30,     Three months ended  
    2005     2005     2005     2005     July 31, 2005     April 30, 2005  
 
Securitized mortgage loans
  $ 11,140,672     $ 10,300,805     $ 1,058,989     $ 1,128,376     $ 23,545     $ 21,641  
Mortgage loans in warehouse Trusts
    6,759,723       6,742,387                          
 
                                   
Total loans
  $ 17,900,395     $ 17,043,192     $ 1,058,989     $ 1,128,376     $ 23,545     $ 21,641  
 
                                   
 

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5.   Goodwill and Intangible Assets
 
    Changes in the carrying amount of goodwill for the three months ended July 31, 2005 consist of the following:
                                 
(in 000s)  
    April 30, 2005     Additions     Other     July 31, 2005  
 
Tax Services
  $ 360,781     $ 3,291     $ 38     $ 364,110  
Mortgage Services
    152,467                   152,467  
Business Services
    328,745       81       (725 )     328,101  
Investment Services
    173,954                   173,954  
 
                       
Total goodwill
  $ 1,015,947     $ 3,372     $ (687 )   $ 1,018,632  
 
                       
 
     We test goodwill for impairment annually at the beginning of our fourth quarter, or more frequently if events occur indicating it is more likely than not the fair value of a reporting unit’s net assets has been reduced below its carrying value. No such impairment or events indicating impairment were identified within any of our segments during the three months ended July 31, 2005. Our evaluation of impairment is dependent upon various assumptions, including assumptions regarding projected operating results and cash flows of reporting units. Actual results could differ materially from our projections and those differences could alter our conclusions regarding the fair value of a reporting unit and its goodwill.
     Intangible assets consist of the following:
                                                 
(in 000s)  
          July 31, 2005                   April 30, 2005        
    Gross                     Gross              
    Carrying     Accumulated             Carrying     Accumulated        
    Amount     Amortization     Net     Amount     Amortization     Net  
 
Tax Services:
                                               
Customer relationships
  $ 23,717     $ (8,027 )   $ 15,690     $ 23,717     $ (7,207 )   $ 16,510  
Noncompete agreements
    17,677       (13,074 )     4,603       17,677       (11,608 )     6,069  
Business Services:
                                               
Customer relationships
    130,707       (71,179 )     59,528       130,585       (68,433 )     62,152  
Noncompete agreements
    27,633       (11,876 )     15,757       27,796       (11,274 )     16,522  
Trade name – amortizing
    1,450       (1,013 )     437       1,450       (995 )     455  
Trade name – non-amortizing
    55,637       (4,868 )     50,769       55,637       (4,868 )     50,769  
Investment Services:
                                               
Customer relationships
    293,000       (207,542 )     85,458       293,000       (198,385 )     94,615  
 
                                   
Total intangible assets
  $ 549,821     $ (317,579 )   $ 232,242     $ 549,862     $ (302,770 )   $ 247,092  
 
                                   
 
     Amortization of intangible assets for the three months ended July 31, 2005 and 2004 was $15.2 million and $15.1 million, respectively. Estimated amortization of intangible assets for fiscal years 2006 through 2010 is $60.6 million, $51.5 million, $34.4 million, $11.7 million and $9.8 million, respectively.
6.   Derivative Instruments
 
    A summary of our derivative instruments as of July 31, 2005 and April 30, 2005, and gains or losses incurred during the three months ended July 31, 2005 and 2004 follows. We enter into derivative instruments to reduce risks relating to mortgage loans we originate and sell, and therefore all gains or losses are included in gains on sales of mortgage assets, net in the condensed consolidated income statements.
                                 
(in 000s)  
                    Gain (Loss) in the Three  
    Asset (Liability) Balance at     Months Ended July 31,  
    July 31, 2005     April 30, 2005     2005     2004  
 
Interest rate swaps
  $ 19,661     $ (1,325 )   $ 25,543     $  
Interest rate caps
          12,458       640        
Rate-lock equivalents
    (292 )     801       (1,093 )     1,484  
Prime short sales
    790       (805 )     996       (808 )
 
                       
 
  $ 20,159     $ 11,129     $ 26,086     $ 676  
 
                       
 

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     We generally use interest rate swaps and forward loan sale commitments to reduce interest rate risk associated with non-prime loans. We generally enter into interest rate swap arrangements related to existing loan applications with rate-lock commitments and for rate-lock commitments we expect to make in the next 30 days. Interest rate swaps represent an agreement to exchange interest rate payments, effectively converting our fixed financing costs into a floating rate. These contracts increase in value as rates rise and decrease in value as rates fall.
     We generally enter into interest rate caps or swaps to mitigate interest rate risk associated with mortgage loans that will be securitized and residual interests that are classified as trading securities because they will be sold in a subsequent NIM transaction. These instruments enhance the marketability of the securitization and NIM transactions. An interest rate cap represents a right to receive cash if interest rates rise above a contractual strike rate, its value therefore increases as interest rates rise. The interest rate used in our interest rate caps is based on LIBOR.
     We enter into forward loan commitments to sell our non-prime mortgage loans to manage interest rate risk. Forward loan sale commitments for non-prime loans are not considered derivative instruments and therefore cannot be recorded in our financial statements. The notional value and the contract value of the forward commitments at July 31, 2005 were $3.9 billion. Most of our forward commitments give us the option to under- or over-deliver by five to ten percent.
     We, in the normal course of business, enter into commitments with our customers to fund both non-prime and prime mortgage loans for specified periods of time at “locked-in” interest rates. These derivative instruments represent commitments to fund loans (“rate-lock equivalents”). The fair value of non-prime loan commitments is calculated using a binomial option model, however we do not initially record an asset for non-prime commitments to fund loans. The fair value of prime loan commitments is calculated based on the current market pricing of short sales of FNMA, FHLMC and GNMA mortgage-backed securities and the coupon rates of the eligible loans.
     We sell short FNMA, FHLMC and GNMA mortgage-backed securities to reduce our risk related to our commitments to fund fixed-rate prime loans. The position on certain or all of the fixed-rate mortgage loans is closed approximately 10-15 days prior to standard Public Securities Association (PSA) settlement dates.
     None of our derivative instruments qualify for hedge accounting treatment as of July 31, 2005 or April 30, 2005.
7.   Stock-Based Compensation
 
    Effective May 1, 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (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.” Had compensation cost for all stock-based compensation plan grants been determined in accordance with the fair value accounting method prescribed under SFAS 123, our net loss and loss per share would have been as follows:
                 
(in 000s, except per share amounts)  
    Restated     Restated  
Three months ended July 31,   2005     2004  
 
Net loss as reported
  $ (27,994 )   $ (35,954 )
Add: Stock-based compensation expense included in reported net loss, net of related tax effects
    5,765       3,100  
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects
    (8,309 )     (5,781 )
 
           
Pro forma net loss
  $ (30,538 )   $ (38,635 )
 
           
Basic and diluted loss per share:
               
As reported
  $ (0.08 )   $ (0.11 )
Pro forma
    (0.09 )     (0.11 )
 

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8.   Supplemental Cash Flow Information
 
    During the three months ended July 31, 2005, we paid $35.3 million and $13.8 million for income taxes and interest, respectively. During the three months ended July 31, 2004, we paid $183.4 million and $12.5 million for income taxes and interest, respectively.
     The following transactions were treated as non-cash investing activities in the condensed consolidated statement of cash flows:
                 
(in 000s)  
Three months ended July 31,   2005     2004  
 
Residual interest mark-to-market
  $ 12,942     $ 53,473  
Additions to residual interests
    2,109        
 
5.   Commitments and Contingencies
 
    We maintain two unsecured committed lines of credit (CLOCs) for working capital, to support our commercial paper program and for general corporate purposes. The two CLOCs are from a consortium of thirty-one banks. The first $1.0 billion CLOC is subject to annual renewal in August 2005, has a one-year term-out provision with a maturity date in August 2006. The second $1.0 billion CLOC has a maturity date of August 2009. These lines are subject to various affirmative and negative covenants, including a minimum net worth covenant. These CLOCs were undrawn at July 31, 2005. Subsequent to July 31, 2005, the first CLOC expired and was replaced with a new $1.0 billion CLOC, which expires in August 2010. Also subsequent to July 31, 2005, the second CLOC was extended, and now expires in August 2010.
     We offer guarantees under our Peace of Mind (POM) program to tax clients whereby we will assume the cost of additional taxes attributable to tax return preparation errors for which we are responsible. We defer all revenues and direct costs associated with these guarantees, recognizing these amounts over the term of the guarantee based upon historic and actual payment of claims. Changes in the deferred revenue liability are as follows:
                 
(in 000s)  
Three months ended July 31,   2005     2004  
 
Balance, beginning of period
  $ 130,762     $ 123,048  
Amounts deferred for new guarantees issued
    408       369  
Revenue recognized on previous deferrals
    (23,900 )     (22,613 )
 
           
Balance, end of period
  $ 107,270     $ 100,804  
 
           
 
     We have commitments to fund mortgage loans to customers as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. The commitments to fund loans amounted to $4.7 billion and $3.9 billion at July 31, 2005 and April 30, 2005, respectively. External market forces impact the probability of commitments being exercised, and therefore, total commitments outstanding do not necessarily represent future cash requirements.
     We have 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 us to repurchase loans previously sold. A liability has been established related to the potential loss on repurchase of loans previously sold of $41.8 million and $41.2 million at July 31, 2005 and April 30, 2005, respectively, based on historical experience. Repurchased loans are normally sold in subsequent sale transactions.
     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 before ultimate disposition of the loans. This guarantee would be called upon in the event adequate proceeds were not available from the sale of the mortgage loans to satisfy the 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 July 31, 2005 and April 30, 2005 was $6.7 billion. The fair value of mortgage loans held by the Trusts as of July 31, 2005 and April 30, 2005 was $6.9 billion and $6.8 billion, respectively.

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     We 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. We estimate the potential payments (undiscounted) total approximately $5.9 million and $5.1 million as of July 31, 2005 and April 30, 2005, respectively. Our estimate is based on current financial conditions. Should actual results differ materially from our assumptions, the potential payments will differ from the above estimate. Such payments, if and when paid, would be recorded as additional cost of the acquired business, generally goodwill.
     We have contractual commitments to fund certain franchises requesting draws on Franchise Equity Lines of Credit (FELCs). Our commitment to fund FELCs as of July 31, 2005 and April 30, 2005 totaled $71.6 million and $68.9 million, respectively. We have a receivable of $40.7 million and $39.0 million, which represents the amounts drawn on the FELCs, as of July 31, 2005 and April 30, 2005, respectively.
     We routinely enter into contracts that include embedded indemnifications that have characteristics similar to guarantees, including 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 our 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 us and the ultimate liability related to any such claims, if any, is difficult to predict. While we cannot provide assurance that such claims will not be successfully asserted, we believe the fair value of these guarantees and indemnifications is not material as of July 31, 2005.
10.   Litigation Commitments and Contingencies
 
    We have been involved in a number of class actions and putative class action cases since 1990 regarding our RAL programs. These cases are based on a variety of legal theories and allegations. These theories and allegations include, among others, that (i) we improperly did not disclose license fees we received from RAL lending banks for RALs they make to our clients, (ii) we owe and breached a fiduciary duty to our clients and (iii) the RAL program violates laws such as state credit service organization laws and the federal Racketeer Influenced and Corrupt Organizations (RICO) Act. Although we have successfully defended many RAL cases, we incurred a pretax expense of $43.5 million in fiscal year 2003 in connection with settling one RAL case. Several of the RAL cases are still pending and the amounts claimed in some of them are very substantial. The ultimate cost of this litigation could be substantial. We intend to continue defending the RAL cases vigorously, although there are no assurances as to their outcome.
     As discussed in our Form 8-K dated May 9, 2005, we initially recorded litigation reserves of approximately $38.0 million, after taxes, in connection with a proposed settlement of 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.). In negotiating the proposed settlement and in determining the amount of consideration we were willing to pay under the proposed settlement, we ascribed significant value to the expanded class of plaintiffs to be covered by the proposed settlement and settlement terms that reduced the likelihood of future claims being made against us regarding our RAL programs. As a result of the May 26, 2005 court ruling to deny the settlement offer, we reversed our legal reserves to amounts representing our assessment of our probable loss.
     We are also parties to claims and lawsuits pertaining to our electronic tax return filing services and our POM guarantee program associated with income tax preparation services. These claims and 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. We intend to continue defending these cases vigorously, although there are not assurances as to their outcome.

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     In addition to the aforementioned types of cases, we are parties to claims and lawsuits that we consider to be ordinary, routine disputes incidental to our business (Other Claims and Lawsuits), including claims and lawsuits concerning the preparation of customers’ income tax returns, the fees charged customers for various services, investment products, relationships with franchisees, contract disputes and civil actions, arbitrations, regulatory inquiries and class actions arising out of our business as a broker-dealer and as a servicer of mortgage loans. We believe we have meritorious defenses to each of the Other Claims and Lawsuits and are defending them vigorously. Although we cannot provide assurance we will ultimately prevail in each instance, we believe that amounts, if any, required to be paid in the discharge of liabilities or settlements pertaining to Other Claims and Lawsuits will not have a material adverse effect on our consolidated financial statements. Regardless of outcome, claims and litigation can adversely affect us due to defense costs, diversion of management, attention and time, and publicity related to such matters.
     It is our policy to accrue for amounts related to legal matters if it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Many of the various legal proceedings are covered in whole or in part by insurance. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable. Receivables for insurance recoveries at July 31, 2005 were immaterial.
11.   Segment Information
 
    Information concerning our operations by reportable operating segment is as follows:
                 
(in 000s)  
            Restated  
Three months ended July 31,   2005     2004  
 
Revenues:
               
Tax Services
  $ 57,191     $ 50,447  
Mortgage Services
    360,438       271,973  
Business Services
    126,846       109,102  
Investment Services
    67,983       53,581  
Corporate
    2,535       1,448  
 
           
 
  $ 614,993     $ 486,551  
 
           
Pretax income (loss):
               
Tax Services
  $ (144,506 )   $ (112,646 )
Mortgage Services
    134,468       109,025  
Business Services
    (6,765 )     (10,045 )
Investment Services
    (7,552 )     (20,343 )
Corporate
    (21,514 )     (24,791 )
 
           
Loss before taxes
  $ (45,869 )   $ (58,800 )
 
           
 
12.   New Accounting Pronouncements
 
    Exposure Drafts – Amendments of SFAS 140
 
    In August 2005, the Financial Accounting Standards Board (FASB) issued three exposure drafts which amend Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” The final standards are scheduled to be issued in the first quarter of calendar year 2006.
     The first exposure draft seeks to clarify the derecognition requirements for financial assets and the initial measurement of interests related to transferred financial assets that are held by a transferor. Our current off-balance sheet warehouse facilities (the Trusts) in our Mortgage Services segment would be required to be consolidated in our financial statements based on the provisions of the exposure draft. We will continue to monitor the status of the exposure draft and consider what changes, if any, could be made to the structure of the Trusts to continue to derecognize mortgage loans transferred to the Trusts. At July 31, 2005, the Trusts held loans totaling $6.7 billion, which we would be required to consolidate into our financial statements under the provisions of this exposure draft.
     The second exposure draft would require mortgage servicing rights to be initially valued at fair value. This provision would not have a material impact to our financial statements. In addition, this

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exposure draft would permit us to choose to continue to amortize mortgage servicing rights in proportion to and over the period of estimated net servicing income, as currently required under SFAS 140, or report mortgage servicing rights at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur. We have not yet determined how we would elect to account for mortgage servicing rights under this provision or the potential impact to the financial statements.
     The third exposure draft, among other things, would establish a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are free-standing derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Alternatively, this exposure draft would permit fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. Our residual interests in securitizations typically have interests in derivative instruments embedded within the securitization trusts. We have not yet determined if these embedded derivatives meet the criteria for bifurcation as outlined in the exposure draft.
American Jobs Creation Act
In October 2004, the American Jobs Creation Act (the Act) was signed into law. The Act introduces a one-time deduction for dividends received from the repatriation of certain foreign earnings, provided certain criteria are met. We have begun our evaluation of the effects of the Act, but do not expect to be able to complete this evaluation until additional clarifying language on key elements of the Act is issued. As of July 31, 2005, we have not provided deferred taxes on foreign earnings because we intended to indefinitely reinvest such earnings outside the United States. Whether we will ultimately take advantage of this provision depends on our review of the Act and any additional guidance provided and we are therefore currently uncertain as to the impact, if any, this matter will have on our consolidated financial statements, and are unable to estimate the amount of earnings we may repatriate.
13.   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, April 13, 2000 and October 26, 2004. 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 (in 000s)  
Three months ended   H&R Block, Inc.     BFC     Other             Consolidated  
July 31, 2005 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Total revenues
  $     $ 460,640     $ 157,665     $ (3,312 )   $ 614,993  
 
                             
 
                                       
Cost of service revenues
          109,353       233,776       89       343,218  
Cost of other revenues
          120,900       2,457             123,357  
Selling, general and administrative
          91,188       101,465       (3,401 )     189,252  
 
                             
Total expenses
          321,441       337,698       (3,312 )     655,827  
 
                             
Operating income (loss)
          139,199       (180,033 )           (40,834 )
Interest expense
          11,810       625             12,435  
Other income, net
    (45,869 )           7,400       45,869       7,400  
 
                             
Income (loss) before taxes
    (45,869 )     127,389       (173,258 )     45,869       (45,869 )
Income taxes (benefit)
    (17,875 )     49,682       (67,557 )     17,875       (17,875 )
 
                             
Net income (loss)
  $ (27,994 )   $ 77,707     $ (105,701 )   $ 27,994     $ (27,994 )
 
                             
 

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Three months ended     H&R Block, Inc.     BFC     Other             Consolidated  
July 31, 2004 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Total revenues
  $     $ 328,603     $ 161,215     $ (3,267 )   $ 486,551  
 
                             
 
Cost of services
          93,265       197,664       46       290,975  
Cost of other revenues
          76,981       1,414             78,395  
Selling, general and administrative
          72,188       91,321       (3,313 )     160,196  
 
                             
Total expenses
          242,434       290,399       (3,267 )     529,566  
 
                             
Operating income (loss)
          86,169       (129,184 )           (43,015 )
Interest expense
          16,802       991             17,793  
Other income, net
    (58,800 )           2,008       58,800       2,008  
 
                             
Income (loss) before taxes
    (58,800 )     69,367       (128,167 )     58,800       (58,800 )
Income taxes (benefit)
    (22,846 )     27,088       (49,934 )     22,846       (22,846 )
 
                             
Net income (loss)
  $ (35,954 )   $ 42,279     $ (78,233 )   $ 35,954     $ (35,954 )
 
                             
                                         
Condensed Consolidating Balance Sheets (in 000s)  
      H&R Block, Inc.     BFC     Other             Consolidated  
July 31, 2005 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Cash & cash equivalents
  $     $ 148,287     $ 484,514     $     $ 632,801  
Cash & cash equivalents – restricted
          403,171       13,810             416,981  
Receivables from customers, brokers and dealers, net
          585,214                   585,214  
Receivables, net
    176       248,677       155,648             404,501  
Intangible assets and goodwill, net
          414,838       836,036             1,250,874  
Investments in subsidiaries
    4,814,169       215       506       (4,814,169 )     721  
Other assets
          1,458,040       266,660       162       1,724,862  
 
                             
Total assets
  $ 4,814,345     $ 3,258,442     $ 1,757,174     $ (4,814,007 )   $ 5,015,954  
 
                             
 
                                       
Accts. payable to customers, brokers and dealers
  $     $ 871,715     $     $     $ 871,715  
Long-term debt
          896,799       26,346             923,145  
Other liabilities
    2       525,312       899,558             1,424,872  
Net intercompany advances
    3,018,121       (639,321 )     (2,378,714 )     (86 )      
Stockholders’ equity
    1,796,222       1,603,937       3,209,984       (4,813,921 )     1,796,222  
 
                             
Total liabilities and stockholders’ equity
  $ 4,814,345     $ 3,258,442     $ 1,757,174     $ (4,814,007 )   $ 5,015,954  
 
                             
 
                                         
      H&R Block, Inc.     BFC     Other             Consolidated  
April 30, 2005 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Cash & cash equivalents
  $     $ 162,983     $ 937,230     $     $ 1,100,213  
Cash & cash equivalents – restricted
          488,761       28,148             516,909  
Receivables from customers, brokers and dealers, net
          590,226                   590,226  
Receivables, net
    101       199,990       218,697             418,788  
Intangible assets and goodwill, net
          421,036       842,003             1,263,039  
Investments in subsidiaries
    4,851,680       210       449       (4,851,680 )     659  
Other assets
          1,407,082       241,532       (392 )     1,648,222  
 
                             
Total assets
  $ 4,851,781     $ 3,270,288     $ 2,268,059     $ (4,852,072 )   $ 5,538,056  
 
                             
 
                                       
Accts. payable to customers, brokers and dealers
  $     $ 950,684     $     $     $ 950,684  
Long-term debt
          896,591       26,482             923,073  
Other liabilities
    2       532,562       1,182,459       8       1,715,031  
Net intercompany advances
    2,902,511       (641,611 )     (2,262,818 )     1,918        
Stockholders’ equity
    1,949,268       1,532,062       3,321,936       (4,853,998 )     1,949,268  
 
                             
Total liabilities and stockholders’ equity
  $ 4,851,781     $ 3,270,288     $ 2,268,059     $ (4,852,072 )   $ 5,538,056  
 
                             

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Condensed Consolidating Statements of Cash Flows (in 000s)  
Three months ended   H&R Block, Inc.     BFC     Other             Consolidated  
July 31, 2005 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Net cash provided by (used in) operating activities:
  $ 15,721     $ (51,974 )   $ (274,262 )   $     $ (310,515 )
 
                             
Cash flows from investing:
                                       
Cash received on residuals
          24,031                   24,031  
Purchase property & equipment
          (9,255 )     (21,075 )           (30,330 )
Payments for business acquisitions
          (2,994 )     (458 )           (3,452 )
Net intercompany advances
    120,140                   (120,140 )      
Other, net
          330       7,605             7,935  
 
                             
Net cash provided by (used in) investing activities
    120,140       12,112       (13,928 )     (120,140 )     (1,816 )
 
                             
Cash flows from financing:
                                       
Dividends paid
    (36,537 )                       (36,537 )
Acquisition of treasury shares
    (131,642 )                       (131,642 )
Proceeds from common stock
    32,318                         32,318  
Net intercompany advances
          14,587       (134,727 )     120,140        
Other, net
          10,579       (29,799 )           (19,220 )
 
                             
Net cash provided by (used in) financing activities
    (135,861 )     25,166       (164,526 )     120,140       (155,081 )
 
                             
Net decrease in cash
          (14,696 )     (452,716 )           (467,412 )
Cash – beginning of period
          162,983       937,230             1,100,213  
 
                             
Cash – end of period
  $     $ 148,287     $ 484,514     $     $ 632,801  
 
                             
 
                                         
Three months ended   H&R Block, Inc.     BFC     Other             Consolidated  
July 31, 2004 (Restated)   (Guarantor)     (Issuer)     Subsidiaries     Elims     H&R Block  
 
Net cash used in operating activities:
  $ (8,544 )   $ (57,739 )   $ (449,049 )   $     $ (515,332 )
 
                             
Cash flows from investing:
                                       
Cash received on residuals
          38,826                   38,826  
Purchase property & equipment
          (6,630 )     (16,084 )           (22,714 )
Net intercompany advances
    377,200                   (377,200 )      
Other, net
          1,273       6,221             7,494  
 
                             
Net cash provided by (used in) investing activities
    377,200       33,469       (9,863 )     (377,200 )     23,606  
 
                             
Cash flows from financing:
                                       
Repayments of commercial paper
          (314,836 )                 (314,836 )
Proceeds from commercial paper
          419,700                   419,700  
Dividends paid
    (33,636 )                       (33,636 )
Acquisition of treasury shares
    (347,395 )                       (347,395 )
Proceeds from common stock
    12,375                         12,375  
Net intercompany advances
          (24,361 )     (352,839 )     377,200        
Other, net
                (127 )           (127 )
 
                             
Net cash provided by (used in) financing activities
    (368,656 )     80,503       (352,966 )     377,200       (263,919 )
 
                             
Net increase (decrease) in cash
          56,233       (811,878 )           (755,645 )
Cash – beginning of period
          133,188       939,557             1,072,745  
 
                             
Cash – end of period
  $     $ 189,421     $ 127,679     $     $ 317,100  
 
                             
 

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
H&R Block is a diversified company delivering tax services and financial advice, investment and mortgage services, and business and consulting services. For 50 years, we have been developing relationships with millions of tax clients and our strategy is to expand on these relationships. Our Tax Services segment provides income tax return preparation services, electronic filing services and other services and products related to income tax return preparation to the general public in the United States, Canada, Australia and the United Kingdom. We also offer investment services through H&R Block Financial Advisors, Inc. (HRBFA). Our Mortgage Services segment offers a full range of home mortgage services through Option One Mortgage Corporation (OOMC) and H&R Block Mortgage Corporation (HRBMC). RSM McGladrey Business Services, Inc. (RSM) is a national accounting, tax and consulting firm primarily serving mid-sized businesses.
Our Mission
To help our clients achieve their financial objectives
by serving as their tax and financial partner.
     Key to achieving our mission is the enhancement of client experiences through consistent delivery of valuable services and advice. Operating through multiple lines of business allows us to better meet the changing financial needs of our clients.
     The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects the restatements of previously issued financial statements, as discussed in note 2 to our condensed consolidated financial statements. 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. – Operating Results   (in 000s, except per share amounts)
                 
    Restated     Restated  
Three months ended July 31,   2005     2004  
 
Revenues:
               
Tax Services
  $ 57,191     $ 50,447  
Mortgage Services
    360,438       271,973  
Business Services
    126,846       109,102  
Investment Services
    67,983       53,581  
Corporate
    2,535       1,448  
 
           
 
  $ 614,993     $ 486,551  
 
           
Pretax income (loss):
               
Tax Services
  $ (144,506 )   $ (112,646 )
Mortgage Services
    134,468       109,025  
Business Services
    (6,765 )     (10,045 )
Investment Services
    (7,552 )     (20,343 )
Corporate
    (21,514 )     (24,791 )
 
           
 
    (45,869 )     (58,800 )
Income tax benefit
    (17,875 )     (22,846 )
 
           
Net loss
  $ (27,994 )   $ (35,954 )
 
           
Basic and diluted loss per share
  $ (0.08 )   $ (0.11 )
 
           
OVERVIEW
A summary of our results compared to the prior year is as follows:
  §   Diluted loss per share for the three months ended July 31, 2005 was $0.08 compared to $0.11 in the prior year.
 
  §   Tax Services’ pretax loss totaled $144.5 million compared to $112.6 million in the prior year. The higher losses were primarily due to off-season costs related to offices added during fiscal year 2005, costs incurred for new offices to be opened in the coming tax season and costs associated with Small Business Resources (SBR).

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  §   Mortgage Services’ revenues and pretax income increased $88.5 million and $25.4 million, respectively, compared to the prior year. These increases are due to a 59.7% increase in origination volumes, partially offset by a decline in our gross margin.
 
  §   Business Services’ revenues increased $17.7 million for the three months ended July 31, 2005, primarily due to a higher number of chargeable hours and a higher billed rate per hour in our accounting, tax and consulting business. The pretax loss improved $3.3 million for the current quarter primarily due to revenue growth.
 
  §   Investment Services’ pretax loss for the three months ended July 31, 2005 was $7.6 million, compared to $20.3 million and $14.5 million in the prior year and preceding quarter, respectively. This improvement is primarily due to our actions implemented during the fourth quarter of fiscal year 2005 to reduce costs and enhance advisor performance.
TAX SERVICES
This segment primarily consists of our income tax preparation businesses — retail, online and software.
     
Tax Services — Operating Results   (in 000s)
 
                 
            Restated  
Three months ended July 31,   2005     2004  
 
Service revenues:
               
Tax preparation and related fees
  $ 23,637     $ 19,044  
Online tax services
    633       700  
Other services
    28,334       24,337  
 
           
 
    52,604       44,081  
Royalties
    2,396       1,612  
Software sales
    1,193       1,383  
RAL participation fees
    271       164  
Other
    727       3,207  
 
           
Total revenues
    57,191       50,447  
 
           
Cost of services:
               
Compensation and benefits
    40,897       30,684  
Occupancy
    59,313       50,328  
Depreciation
    10,169       8,978  
Other
    37,192       31,228  
 
           
 
    147,571       121,218  
Cost of software sales
    2,885       3,167  
Selling, general and administrative
    51,241       38,708  
 
           
Total expenses
    201,697       163,093  
 
           
Pretax loss
  $ (144,506 )   $ (112,646 )
 
           
Three months ended July 31, 2005 compared to July 31, 2004
Tax Services’ revenues increased $6.7 million, or 13.4%, for the three months ended July 31, 2005 compared to the prior year.
     Tax preparation and related fees increased $4.6 million, or 24.1%, for the current quarter. This increase is primarily due to an increase in the average fee per U.S. client served, coupled with an increase in U.S. clients served in offices. The average fee per U.S. client served increased 9.1% over last year, and U.S. clients served in company-owned offices increased 5.9%. Additionally, the extension of the Canadian tax season into the month of May resulted in a $1.7 million increase to our current quarter revenues.
     Other service revenues increased $4.0 million primarily as a result of additional revenues associated with Express IRAs and POM guarantees.
     Total expenses increased $38.6 million, or 23.7%. Cost of services for the three months ended July 31, 2005 increased $26.4 million, or 21.7%, from the prior year. Our real estate expansion efforts have contributed to a total increase of $7.3 million across all cost of services categories. Compensation and benefits increased $10.2 million primarily due to an increase in the number of off-season support staff needed for our new offices, the addition of SBR costs in the current year and related payroll taxes.

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Occupancy expenses increased $9.0 million, or 17.9%, primarily as a result of higher rent expenses, due to an 11.5% increase in company-owned offices under lease and a 6.0% increase in the average rent. Utilities and real estate taxes related to these new offices also contributed to the increase. Other cost of service expenses increased $6.0 million primarily due to $4.2 million of additional expenses associated with our POM program.
     Selling, general and administrative expenses increased $12.5 million over the prior year primarily due to a $5.5 million increase in legal expenses, $2.9 million in additional costs from corporate shared services and $1.7 million in additional consulting expenses.
     The pretax loss was $144.5 million for the three months ended July 31, 2005 compared to a prior year loss of $112.6 million.
     Due to the seasonal nature of this segment’s business, operating results for the three months ended July 31, 2005 are not comparable to the three months ended April 30, 2005 and are not indicative of the expected results for the entire fiscal year.
Fiscal 2006 outlook
Our fiscal year 2006 outlook for the Tax Services segment is unchanged from the discussion in our April 30, 2005 Form 10-K/A.
RAL Litigation
We have been named as a defendant in a number of lawsuits alleging that we engaged in wrongdoing with respect to the RAL program. We believe we have strong defenses to the various RAL cases and will vigorously defend our 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 our financial statements. See additional discussion of RAL Litigation in note 10 to the condensed consolidated financial statements and in Part II, Item 1, “Legal Proceedings.”

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MORTGAGE SERVICES
This segment is primarily engaged in the origination of non-prime mortgage loans through an independent broker network, the origination of prime and non-prime mortgage loans through a retail office network, the sale and securitization of mortgage loans and residual interests, and the servicing of non-prime loans.
                         
Mortgage Services — Operating Statistics   (dollars in 000s)
 
            Restated        
Three months ended   July 31, 2005     July 31, 2004     April 30, 2005  
 
Volume of loans originated:
                       
Wholesale (non-prime)
  $ 9,537,227     $ 5,981,104     $ 8,090,274  
Retail: Non-prime
    950,806       620,126       807,269  
Prime
    399,596       215,287       380,946  
 
                 
 
  $ 10,887,629     $ 6,816,517     $ 9,278,489  
 
                 
Loan characteristics:
                       
Weighted average FICO score (1)
    623       609       618  
Weighted average interest rate for borrowers (1)
    7.52 %     7.21 %     7.45 %
Weighted average loan-to-value (1)
    81.1 %     78.0 %     79.6 %
 
                       
Origination margin (% of origination volume): (2)
                       
Loan sale premium
    2.33 %     3.18 %     2.64 %
Residual cash flows from beneficial interest in Trusts
    0.47 %     0.65 %     0.55 %
Gain on derivative instruments
    0.24 %     0.01 %     0.19 %
Loan sale repurchase reserves
    (0.15 %)     (0.17 %)     (0.08 %)
Retained mortgage servicing rights
    0.45 %     0.42 %     0.46 %
 
                 
 
    3.34 %     4.09 %     3.76 %
Cost of acquisition
    (0.48 %)     (0.61 %)     (0.51 %)
Direct origination expenses
    (0.57 %)     (0.75 %)     (0.60 %)
 
                 
Net gain on sale — gross margin (3)
    2.29 %     2.73 %     2.65 %
Other revenues
    %     0.01 %     0.03 %
Other cost of origination
    (1.37 %)     (1.47 %)     (1.54 %)
 
                 
Net margin
    0.92 %     1.27 %     1.14 %
 
                 
Total cost of origination
    1.94 %     2.22 %     2.14 %
Total cost of origination and acquisition
    2.42 %     2.83 %     2.65 %
 
                       
Loan delivery:
                       
Loan sales
  $ 10,843,006     $ 6,744,056     $ 9,322,150  
Execution price (4)
    2.50 %     4.12 %     2.48 %
 
(1)   Represents non-prime production.
 
(2)   See “Reconciliation of Non-GAAP Financial Information” on page 32.
 
(3)   Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
 
(4)   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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Mortgage Services — Operating Results   (in 000s)
 
            Restated        
Three months ended   July 31, 2005     July 31, 2004     April 30, 2005  
 
Components of gains on sales:
                       
Gain on mortgage loans
  $ 222,760     $ 185,293     $ 227,633  
Gain on derivatives
    26,086       676       18,027  
Gain on sales of residual interests
                15,396  
Impairment of residual interests
    (12,415 )     (2,609 )     (5,068 )
 
                 
 
    236,431       183,360       255,988  
 
                 
Interest income:
                       
Accretion — residual interests
    30,777       28,677       41,363  
Other interest income
    2,768       1,440       3,902  
 
                 
 
    33,545       30,117       45,265  
 
                 
Loan servicing revenue
    90,269       58,166       79,366  
Other
    193       330       222  
 
                 
Total revenues
    360,438       271,973       380,841  
 
                 
Cost of services
    64,392       49,861       61,590  
Cost of other revenues:
                       
Compensation and benefits
    80,283       45,906       74,777  
Occupancy
    12,629       8,009       10,868  
Other
    22,878       18,280       20,729  
 
                 
 
    115,790       72,195       106,374  
Selling, general and administrative
    45,788       40,892       49,764  
 
                 
Total expenses
    225,970       162,948       217,728  
 
                 
Pretax income
  $ 134,468     $ 109,025     $ 163,113  
 
                 
Three months ended July 31, 2005 compared to July 31, 2004
Mortgage Services’ revenues increased $88.5 million, or 32.5%, for the three months ended July 31, 2005 compared to the prior year. Revenues increased as a result of increased origination volumes, servicing revenue and gains on derivatives.
     The following table summarizes the key drivers of gains on sales of mortgage loans:
                 
    (dollars in 000s)
 
Three months ended July 31,   2005     2004  
 
Application process:
               
Total number of applications
    109,929       74,492  
Number of sales associates (1)
    3,692       3,117  
Closing ratio (2)
    60.1 %     59.0 %
Originations:
               
Total number of originations
    66,041       43,926  
Weighted average interest rate for borrowers (WAC)
    7.52 %     7.21 %
Average loan size
  $ 165     $ 155  
Total originations
  $ 10,887,629     $ 6,816,517  
Non-prime origination ratio
    96.3 %     96.8 %
Direct origination and acquisition expenses, net
  $ 114,224     $ 92,489  
Revenue (loan value):
               
Net gain on sale — gross margin (3)
    2.29 %     2.73 %
 
(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 gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
     Gains on sales of mortgage loans increased $37.5 million, primarily as a result of increased origination volume, partially offset by a decline in our gross margin. Originations increased 59.7% over the prior year, due to increased productivity of our account executives and support staff, new product introductions, increased applications and a higher closing ratio. Market interest rates, based on the two-year swap, increased from an average of 3.03% last year to 4.06% in the current quarter. However, our WAC increased only 31 basis points, up to 7.52% from 7.21% in the prior year. Because

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our WAC was not more aligned with market rates, our gross margin declined 44 basis points, to 2.29% from 2.73% last year. To mitigate the risk of short-term changes in market interest rates, we use interest rate swaps and forward loan sale commitments. During the current quarter, we recorded a net $26.1 million in gains, compared to $0.7 million in the prior year, related to our various derivative instruments. See note 6 to the condensed consolidated financial statements. We also recorded a $4.0 million favorable mark-to-market adjustment for our residual interests classified as trading securities during the current quarter.
     During the first quarter of fiscal year 2006, our residual interests performed better than expected in our internal valuation models, with lower credit losses than originally modeled, partially offset by higher interest rates. We recorded favorable pretax mark-to-market adjustments, which increased the fair value of our residual interests $16.0 million during the quarter. These adjustments were recorded, net of write-downs of $3.0 million and deferred taxes of $4.9 million, in other comprehensive income and will be accreted into income throughout the remaining life of those residual interests. Offsetting these write-ups were impairments of $12.4 million, which were recorded in gains on sales of mortgage assets. 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. Favorable mark-to-market adjustments on low original value residuals will generally not be accreted into revenues until the residual interest begins to cash flow.
     The following table summarizes the key drivers of loan servicing revenues:
                 
(dollars in 000s)  
Three months ended July 31,   2005     2004  
 
Average servicing portfolio:
               
With related MSRs
  $ 49,635,474     $ 37,524,221  
Without related MSRs
    20,070,745       10,012,639  
 
           
 
  $ 69,706,219     $ 47,536,860  
 
           
Number of loans serviced
    451,310       344,659  
Average delinquency rate
    4.28 %     5.01 %
Weighted average FICO score
    619       612  
Value of MSRs
  $ 188,708     $ 123,980  
     Loan servicing revenues increased $32.1 million, or 55.2%, compared to the prior year. The increase reflects a higher loan servicing portfolio. The average servicing portfolio for the three months ended July 31, 2005 increased $22.2 billion, or 46.6%, to $69.7 billion.
     Total expenses for the three months ended July 31, 2005, increased $63.0 million, or 38.7%, over the prior year. Cost of services increased $14.5 million as a result of a higher average servicing portfolio during the current quarter. Cost of other revenues increased $43.6 million, primarily due to $34.4 million in increased compensation and benefits as a result of an 18.4% increase in sales associates, coupled with related increases in payroll taxes and origination-based incentives. Occupancy expenses increased $4.6 million, or 57.7%, primarily as a result of a 13.0% increase in branch offices. Other expenses increased $4.6 million primarily as a result of $2.3 million in additional costs for our annual sales meeting, coupled with increases in consulting and outsourced services.
     Selling, general and administrative expenses increased $4.9 million due to $7.6 million in additional retail marketing costs, partially offset by a $2.1 million decrease in consulting expenses.
     Pretax income increased $25.4 million to $134.5 million for the three months ended July 31, 2005.
Three months ended July 31, 2005 compared to April 30, 2005
Mortgage Services’ revenues decreased $20.4 million, or 5.4%, for the three months ended July 31, 2005, compared to the fourth quarter of fiscal year 2005. Revenues decreased primarily due to a $15.4 million gain on sale of previously securitized residual interests recorded in the fourth quarter.

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     The following table summarizes the key drivers of gains on sales of mortgage loans:
     
    (dollars in 000s)
                 
 
Three months ended   July 31, 2005     April 30, 2005  
 
Application process:
               
Total number of applications
    109,929       103,202  
Number of sales associates (1)
    3,692       3,526  
Closing ratio (2)
    60.1 %     57.0 %
Originations:
               
Total number of originations
    66,041       58,777  
Weighted average interest rate for borrowers (WAC)
    7.52 %     7.45 %
Average loan size
  $ 165     $ 158  
Total originations
  $ 10,887,629     $ 9,278,489  
Non-prime origination ratio
    96.3 %     95.9 %
Direct origination and acquisition expenses, net
  $ 114,224     $ 103,123  
Revenue (loan value):
               
Net gain on sale — gross margin (3)
    2.29 %     2.65 %
 
(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 gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
     Gains on sales of mortgage loans decreased $4.9 million primarily as a result of increased price competition and poorer execution in the secondary market. Market interest rates have increased to 4.06% from 3.96% in the preceding quarter. However, our WAC increased 7 basis points, from 7.45% to 7.52%. To mitigate the risk of short-term changes in market interest rates, we use interest rate swaps and forward loan sale commitments. Primarily as a result of interest rate changes, during the current quarter, we recorded a net $26.1 million in gains, compared to $18.0 million in the fourth quarter, related to our various derivative instruments. Loan origination volumes increased 17.3% from the fourth quarter primarily due to increased productivity of our account executives and support staff. We also recorded a $4.0 million favorable mark-to-market adjustment for our residual interests classified as trading securities during the current quarter.
     Impairments of residual interests in securitizations of $12.4 million were recognized during the first quarter, compared to $5.1 million in the fourth quarter of fiscal year 2005. This was primarily due to a decline in value of older residuals based on loan performance.
     The following table summarizes the key drivers of loan servicing revenues:
     
    (dollars in 000s)
                 
 
Three months ended   July 31, 2005     April 30, 2005  
 
Average servicing portfolio:
               
With related MSRs
  $ 49,635,474     $ 45,493,695  
Without related MSRs
    20,070,745       17,540,643  
 
           
 
  $ 69,706,219     $ 63,034,338  
 
           
Number of loans serviced
    451,310       435,290  
Average delinquency rate
    4.28 %     4.43 %
Weighted average FICO score
    619       624  
Value of MSRs
  $ 188,708     $ 166,614  
     Loan servicing revenues increased $10.9 million, or 13.7%, compared to the fourth quarter. The increase reflects a higher loan servicing portfolio. The average servicing portfolio for the three months ended July 31, 2005 increased $6.7 billion, or 10.6%.
     Total expenses increased $8.2 million compared to the fourth quarter. Cost of other revenues increased $9.4 million, primarily due to $5.5 million in increased compensation and benefits as a result of a 4.7% increase in sales associates, coupled with related increases in payroll taxes and origination-based incentives. Other expenses increased $2.1 million for the current quarter, primarily due to $3.5 million in additional costs for our annual sales meeting, partially offset by a $2.0 million decrease in consulting expenses.

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     Selling, general and administrative expenses decreased $4.0 million due to a decline of $3.9 million in incentive compensation resulting from lower profitability.
     Pretax income decreased $28.6 million, or 17.6%, for the three months ended July 31, 2005 compared to the preceding quarter.
Fiscal 2006 outlook
We continue to expect loan origination growth will exceed 20 percent over the previous year, however, we now expect our margins will continue to decline in the second quarter. We believe margins in the 90 to 115 basis point range are achievable for the third and fourth quarters, but expect full year margins will likely be at the low end or below the 90 to 115 basis point range.
BUSINESS SERVICES
This segment offers middle-market companies accounting, tax and consulting services, wealth management, retirement resources, payroll and benefits services, corporate finance and financial process outsourcing.
     
Business Services — Operating Statistics    
                 
 
Three months ended July 31,   2005     2004  
 
Accounting, tax and consulting:
               
Chargeable hours
    597,202       537,035  
Chargeable hours per person
    270       269  
Net billed rate per hour
  $ 134     $ 126  
Average margin per person
  $ 17,321     $ 16,327  
     
Business Services — Operating Results   (in 000s)
 
                 
            Restated  
Three months ended July 31,   2005     2004  
 
Service revenues:
               
Accounting, tax and consulting
  $ 83,828     $ 74,551  
Capital markets
    15,472       15,780  
Payroll, benefits and retirement services
    8,277       4,671  
Other services
    9,882       5,759  
 
           
 
    117,459       100,761  
Other
    9,387       8,341  
 
           
Total revenues
    126,846       109,102  
 
           
 
Cost of services:
               
Compensation and benefits
    71,647       64,103  
Occupancy
    8,163       4,531  
Other
    10,810       11,806  
 
           
 
    90,620       80,440  
Selling, general and administrative
    42,991       38,707  
 
           
Total expenses
    133,611       119,147  
 
           
Pretax loss
  $ (6,765 )   $ (10,045 )
 
           
Three months ended July 31, 2005 compared to July 31, 2004
Business Services’ revenues for the three months ended July 31, 2005 increased $17.7 million, or 16.3%, from the prior year. This increase was primarily due to a $9.3 million increase in accounting, tax and consulting revenues resulting from an 11.2% increase in chargeable hours and a 6.3% increase in the net billed rate per hour. The increase in chargeable hours is primarily due to favorable market conditions for all of our core services and strong demand for consulting and risk management services.
     Payroll, benefits and retirement services revenues increased $3.6 million, or 77.2%, primarily due to acquisitions completed during the third and fourth quarters of fiscal year 2005. Other service revenues increased $4.1 million as a result of growth in wealth management services and acquisitions completed in the fourth quarter of fiscal year 2005 in our financial process outsourcing business.

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     Total expenses increased $14.5 million, or 12.1%, for the three months ended July 31, 2005 compared to the prior year. Cost of services increased $10.2 million, primarily due to a $7.5 million increase in compensation and benefits. Acquisitions completed in the third and fourth quarters of fiscal year 2005 and increases in the number of personnel and the average wage per employee, which is being driven by marketplace competition for professional staff, were the primary drivers for this increase. Occupancy expenses increased $3.6 million, or 80.2%, due primarily to acquisitions completed in the third and fourth quarters of fiscal year 2005.
     Selling, general and administrative expenses increased $4.3 million primarily due to additional costs associated with our business development initiatives and acquisitions completed in the third and fourth quarters of fiscal year 2005.
     The pretax loss for the three months ended July 31, 2005 was $6.8 million compared to $10.0 million in the prior year.
     Due to the seasonal nature of this segment’s business, operating results for the three months ended July 31, 2005 are not comparable to the three months ended April 30, 2005 and are not indicative of the expected results for the entire fiscal year.
Fiscal 2006 outlook
Our fiscal year 2006 outlook for our Business Services segment is consistent with the discussion in our April 30, 2005 Form 10-K/A, except for the announcement to acquire American Express’ Tax and Business Services. On August 1, 2005 we announced a definitive agreement to acquire the American Express Tax & Business Services division. This acquisition is expected to close by the end of September, with operating results of the acquired business reported in this segment beginning October 1. Our early indication is that this acquisition will be accretive by two cents per diluted share in fiscal year 2006, after expected integration costs.
INVESTMENT SERVICES
This segment is primarily engaged in offering advice-based brokerage services and investment planning. Our integration of investment advice and new service offerings are allowing us to shift our focus from a transaction-based client relationship to a more advice-based focus.
     
Investment Services — Operating Statistics    
 
                         
Three months ended   July 31, 2005     July 31, 2004     April 30, 2005  
 
Customer trades (1)
    226,378       205,948       241,327  
Customer daily average trades
    3,593       3,269       3,892  
Average revenue per trade (2)
  $ 126.71     $ 119.71     $ 127.73  
Customer accounts: (3)
                       
Traditional brokerage
    431,046       454,147       431,749  
Express IRAs
    379,432       337,583       380,539  
 
                 
 
    810,478       791,730       812,288  
 
                 
Ending balance of assets under administration (billions)
  $ 30.0     $ 26.6     $ 27.8  
Average assets per traditional brokerage account
  $ 68,870     $ 58,132     $ 63,755  
Average margin balances (millions)
  $ 573     $ 598     $ 603  
Average customer payable balances (millions)
  $ 841     $ 1,012     $ 936  
Number of advisors
    985       997       1,010  
 
Included in the numbers above are the following relating to fee-based accounts:
                       
Customer household accounts
    7,985       7,688       7,668  
Average revenue per account
  $ 2,235     $ 1,848     $ 2,841  
Ending balance of assets under administration (millions)
  $ 2,126     $ 1,547     $ 1,975  
Average assets per active account
  $ 266,222     $ 201,198     $ 260,238  
 
(1)   Includes only trades on which revenues are earned (“revenue trades”). Revenues are earned on both transactional and annuitized trades.
 
(2)   Calculated as total trade revenues divided by revenue trades.
 
(3)   Includes only accounts with a positive balance.

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Investment Services — Operating Results   (in 000s)
                         
 
            Restated        
Three months ended   July 31, 2005     July 31, 2004     April 30, 2005  
 
Service revenue:
                       
Transactional revenue
  $ 22,835     $ 19,952     $ 23,922  
Annuitized revenue
    22,271       18,533       23,272  
 
                 
Production revenue
    45,106       38,485       47,194  
Other service revenue
    8,207       6,262       9,417  
 
                 
 
    53,313       44,747       56,611  
 
                 
Margin interest revenue
    14,093       8,760       12,925  
Less: interest expense
    (1,254 )     (299 )     (1,184 )
 
                 
Net interest revenue
    12,839       8,461       11,741  
 
                 
Other
    577       74       262  
 
                 
Total revenues (1)
    66,729       53,282       68,614  
 
                 
Cost of services:
                       
Compensation and benefits
    30,535       28,848       31,644  
Occupancy
    5,165       5,789       5,668  
Depreciation
    1,034       1,064       1,015  
Other
    3,901       3,755       3,655  
 
                 
 
    40,635       39,456       41,982  
Selling, general and administrative
    33,646       34,169       41,120  
 
                 
Total expenses
    74,281       73,625       83,102  
 
                 
Pretax loss
  $ (7,552 )   $ (20,343 )   $ (14,488 )
 
                 
 
(1)   Total revenues, less interest expense.
Three months ended July 31, 2005 compared to July 31, 2004
Investment Services’ revenues, net of interest expense, for the three months ended July 31, 2005 increased $13.4 million, or 25.2%, over the prior year.
     Production revenue increased $6.6 million, or 17.2%, over the prior year. Transactional revenue, which is based on individual securities transactions, increased $2.9 million, or 14.4%, from the prior year due primarily to a 4.7% increase in transactional trading volume and a 10.6% increase in average revenue per transactional trade. Annuitized revenue, which is based on sales of mutual funds, insurance, fee based products and unit investment trusts, increased $3.7 million, or 20.2%, due to increased sales of mutual funds and annuities. Annualized productivity averaged approximately $180,000 per advisor during the current quarter compared to $155,000 per advisor in the prior year. Increased productivity was primarily due to minimum production standards we put into place during the fourth quarter of fiscal year 2005 which caused an increase in production per advisor across all advisor classes, with 164 advisors increasing their production. These standards also resulted in 74 low-producing advisors leaving the company and we expect this trend to continue throughout the remainder of the fiscal year.
     Margin interest revenue increased $5.3 million, or 60.9%, from the prior year, as a result of higher interest rates earned.
     Total expenses increased $0.7 million, or 0.9%. Cost of services increased $1.2 million, or 3.0%, primarily as a result of $1.7 million of additional compensation and benefits. This increase is primarily due to higher production revenues, partially offset by cost containment measures implemented in the fourth quarter of fiscal year 2005.
     The pretax loss for Investment Services for the first quarter of fiscal year 2006 was $7.6 million compared to the prior year loss of $20.3 million.
Three months ended July 31, 2005 compared to April 30, 2005
Investment Services’ revenues, net of interest expense, for the three months ended July 31, 2005 decreased $1.9 million, or 2.7% compared to the preceding quarter.
     Production revenue decreased $2.1 million, or 4.4%, over the preceding quarter. Transactional revenue decreased $1.1 million, or 4.5%, compared to the preceding quarter, primarily due to lower

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underwriting commissions. Annuitized revenues declined $1.0 million, or 4.3%, due to the timing in recognition of certain fee-based revenues.
     Margin interest revenue increased $1.2 million, or 9.0%, from the preceding quarter, which is primarily a result of higher interest rates earned, partially offset by lower margin balances.
     Total expenses decreased $8.8 million, or 10.6%. Cost of services decreased $1.3 million, or 3.2%, principally due to a $1.1 million decline in compensation and benefits, primarily resulting from lower production revenues.
     Selling, general and administrative expenses decreased $7.5 million, or 18.2%, primarily due to fourth quarter severance expenses, gains on the disposition of certain assets during the first quarter, reduced back-office headcount relating to cost containment efforts and a decline in legal expenses. These decreases were partially offset by increased bonuses associated with improved performance.
     The pretax loss for the Investment Services segment was $7.6 million, compared to a loss of $14.5 million in the fourth quarter of fiscal year 2005.
Fiscal 2006 outlook
Our fiscal year 2006 outlook for our Investment Services segment is unchanged from the discussion in our April 30, 2005 Form 10-K/A.
CORPORATE
This segment consists primarily of corporate support departments, which provide services to our operating segments. These support departments consist of marketing, information technology, facilities, human resources, executive, legal, finance, government relations and corporate communications. Support department costs are generally allocated to our operating segments. Our captive insurance and franchise financing subsidiaries are also included within this segment, as was our small business initiatives subsidiary in the first half of fiscal year 2005.
     
 
Corporate — Operating Results   (in 000s)
 
                 
            Restated  
Three months ended July 31,   2005     2004  
 
Operating revenues
  $ 5,006     $ 4,433  
Eliminations
    (2,471 )     (2,985 )
 
           
Total revenues
    2,535       1,448  
 
           
Corporate expenses:
               
Interest expense
    13,794       16,224  
Other
    17,462       11,166  
 
           
 
    31,256       27,390  
 
           
Shared services:
               
Information technology
    26,452       25,178  
Marketing
    4,441       3,571  
Finance
    11,795       8,807  
Other
    20,889       20,229  
 
           
 
    63,577       57,785  
 
           
Allocation of shared services
    (63,629 )     (57,804 )
Other income, net
    7,155       1,132  
 
           
Pretax loss
  $ (21,514 )   $ (24,791 )
 
           
Three months ended July 31, 2005 compared to July 31, 2004
Corporate expenses increased $3.9 million primarily due an increase of $1.7 million in losses at our captive insurance subsidiary, $1.5 million in additional consulting, accounting and auditing expenses related to the restatement of our previously issued financial statements and $2.1 million in increased costs from finance shared services. These increases were partially offset by a decline of $2.4 million in interest expense.
     Finance department expenses increased $3.0 million, primarily due to $2.3 million of additional consulting expenses and increases in compensation expenses.

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     Other income increased $6.0 million primarily as a result of a $3.4 million gain recognized on the sale of an investment.
     The pretax loss was $21.5 million, compared with last year’s first quarter loss of $24.8 million.
     Due to the nature of this segment, the three months ended July 31, 2005 are not comparable to the three months ended April 30, 2005 and are not indicative of the expected results for the entire fiscal year.
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.
CAPITAL RESOURCES & LIQUIDITY BY SEGMENT
Our sources of capital include cash from operations, issuances of common stock and debt. We use capital primarily to fund working capital requirements, pay dividends, repurchase our shares and acquire businesses.
     Cash From Operations. Cash used in operations totaled $310.5 million and $515.3 million for the three months ended July 31, 2005 and 2004, respectively. The decrease in cash used in operating activities is primarily due to a decline in income tax payments. Income tax payments totaled $35.3 million during the current year, a decrease of $148.1 million from the prior year. A change in a tax accounting method in the prior year resulted in the acceleration of taxable income within our Mortgage Services segment.
     Issuance of Common Stock. We issue shares of common stock, in accordance with our stock-based compensation plans, out of treasury shares. Proceeds from the issuance of common stock totaled $32.3 million and $12.4 million for the three months ended July 31, 2005 and 2004, respectively.
     Dividends. Dividends paid totaled $36.5 million and $33.6 million for the three months ended July 31, 2005 and 2004, respectively. On June 8, 2005, our Board of Directors declared a two-for-one stock split of the Company’s Common Stock in the form of a 100% stock distribution, effective August 22, 2005, to shareholders of record as of the close of business on August 1, 2005. All share and per share amounts in this document have been adjusted to reflect the retroactive effect of the stock split.
     Share Repurchases. On June 9, 2004, our Board of Directors approved an authorization to repurchase 15 million shares. During the three months ended July 31, 2005, we repurchased 2.2 million (pre-split) shares pursuant to these authorizations at an aggregate price of $126.1 million or an average price of $56.78 per share (pre-split). There are 12.9 million shares remaining under this authorization at July 31, 2005. We plan to continue to purchase shares on the open market in accordance with these authorizations, subject to various factors including the price of the stock, the availability of excess cash, our ability to maintain liquidity and financial flexibility, securities laws restrictions, targeted capital levels and other investment opportunities available.
     Restricted Cash. We hold certain cash balances that are restricted as to use. Cash and cash equivalents — restricted totaled $417.0 million at July 31, 2005 compared to $516.9 million at April 30, 2005. Investment Services held $388.0 million of this total segregated in a special reserve account for the exclusive benefit of customers. Restricted cash of $13.8 million at July 31, 2005 held by Business Services is related to funds held to pay payroll taxes on behalf of its customers. Restricted cash held by Mortgage Services totaled $15.2 million and is held for outstanding commitments to fund mortgage loans.
     Segment Cash Flows. A condensed consolidating statement of cash flows by segment for the three months ended July 31, 2005 follows. Generally, interest is not charged on intercompany activities between segments.
     
    (in 000s)
                                                 
 
    Tax     Mortgage     Business     Investment             Consolidated  
    Services     Services     Services     Services     Corporate     H&R Block  
 
Cash provided by (used in):
                                           
Operations
  $ (224,218 )   $ (43,189 )   $ 21,995     $ (11,274 )   $ (53,829 )   $ (310,515 )
Investing
    (5,573 )     16,006       (7,821 )     3,410       (7,838 )     (1,816 )
Financing
    (26,486 )           (2,497 )     10,579       (136,677 )     (155,081 )
Net intercompany
    250,383       48,749       (11,263 )     1,386       (289,255 )      

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     Net intercompany activities are excluded from investing and financing activities within the segment cash flows. We believe that by excluding intercompany activities, the cash flows by segment more clearly depicts the cash generated and used by each segment. Had 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.
     Tax Services. Tax Services has historically been our largest provider of annual operating cash flows. The seasonal nature of Tax Services generally results in a large positive operating cash flow in the fourth quarter. Tax Services used $224.2 million in its current three-month operations to cover off-season costs and working capital requirements. This segment also used $26.5 million in financing activities, primarily related to book overdrafts.
     Mortgage Services. This segment primarily generates cash as a result of the sale and securitization of mortgage loans and residual interests, and as its residual interests begin to cash flow. Mortgage Services used $43.2 million in cash from operating activities primarily due to $58.0 million in trading residuals held at July 31, 2005 that had not yet been securitized in a NIM transaction. Cash flows from investing activities consist of $24.0 million in cash receipts on residual interests, partially offset by $8.3 million in capital expenditures.
     Gains on sales. Gains on sales of mortgage assets totaled $236.4 million, with the cash received primarily recorded as operating activities. The percentage of cash proceeds we receive from our capital market transactions, which are included within the gains on sales of mortgage assets, is reconciled below. The decline in the percentage of cash proceeds is due to the $58.0 million in trading residuals recorded at July 31, 2005, which we expect to securitize in a NIM transaction during our second quarter.
     
    (in 000s)
                 
 
            Restated  
Three months ended July 31,   2005     2004  
 
Cash proceeds:
               
Whole loans sold by the Trusts
  $ 154,802     $ 218,064  
Residual cash flows from beneficial interest in Trusts
    58,790       40,378  
Loans securitized
    60,382        
Derivative instruments
    6,194        
 
           
 
    280,168       258,442  
 
           
Non-cash:
               
Retained mortgage servicing rights
    49,306       28,493  
Additions to balance sheet (1)
    60,091        
 
           
 
    109,397       28,493  
 
           
Portion of gain on sale related to capital market transactions
    389,565       286,935  
 
           
Other items included in gain on sale:
               
Changes in beneficial interest in Trusts
    (29,534 )     2,598  
Impairments to fair value of residual interests
    (12,415 )     (2,609 )
Net change in fair value of derivative instruments
    19,892       676  
Direct origination and acquisition expenses, net
    (114,224 )     (92,489 )
Loan sale repurchase reserves
    (16,853 )     (11,751 )
 
           
 
    (153,134 )     (103,575 )
 
           
Reported gains on sales of mortgage assets
  $ 236,431     $ 183,360  
 
           
Percent of gain on sale related to capital market transactions received as cash (2)
    72 %     90 %
 
(1)   Includes residual interests and interest rate caps.
 
(2)   Cash proceeds divided by portion of gain on sale related to capital market transactions.
     Warehouse Funding. To finance our prime originations, we utilize an on-balance sheet warehouse facility with capacity up to $25 million. This annual facility bears interest at one-month LIBOR plus 140 to 200 basis points. As of July 31, 2005 and April 30, 2005 the balance outstanding under this facility was $10.3 million and $4.4 million, respectively.

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     To fund our non-prime originations, we utilize six off-balance sheet warehouse Trusts. The facilities used by the Trusts had a total capacity of $10.0 billion as of July 31, 2005. Amounts drawn on the facilities by the Trusts totaled $6.7 billion at July 31, 2005. See additional discussion below in “Off-Balance Sheet Financing Arrangements.”
     We believe the sources of liquidity available to the Mortgage Services segment are sufficient for its needs.
     Business Services. Business Services funding requirements are largely related to receivables for completed work and “work in process.” We provide funding sufficient to cover their working capital needs. This segment provided $22.0 million in operating cash flows during the first three months of the year. Business Services used $7.8 million in investing activities related to acquisitions and capital expenditures.
     Investment Services. Investment Services, through HRBFA, is subject to regulatory requirements intended to ensure the general financial soundness and liquidity of broker-dealers.
     At July 31, 2005, HRBFA’s net capital of $119.8 million, which was 19.1% of aggregate debit items, exceeded its minimum required net capital of $12.5 million by $107.3 million.
     In the first three months of fiscal year 2005, Investment Services used $11.3 million in its operating activities primarily due to working capital requirements, including the timing of cash deposits that are restricted for the benefit of customers. Cash provided by financing activities consists primarily of financing of book overdrafts.
     Liquidity needs relating to client trading and margin-borrowing activities are met primarily through cash balances in client brokerage accounts and working capital. We believe 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.
     Pledged securities at July 31, 2005 totaled $55.5 million, an excess of $5.3 million over the margin requirement. Pledged securities at the end of fiscal year 2005 totaled $44.6 million, an excess of $7.9 million over the margin requirement.
     We believe 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.
OFF-BALANCE SHEET FINANCING ARRANGEMENTS
Substantially all non-prime mortgage loans we originate are sold daily to the Trusts. The Trusts purchase the loans from us utilizing six warehouse facilities that were arranged by us, bear interest at one-month LIBOR plus 45 to 400 basis points and expire on various dates during the year. In July 2005, the warehouse facilities were increased from $9.0 billion to $10.0 billion.
     In August 2005, the FASB issued three exposure drafts which amend Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” See discussion in note 12 to the condensed consolidated financial statements.
     There have been no other material changes in our off-balance sheet financing arrangements from those reported at April 30, 2005 in our Annual Report on Form 10-K/A.
COMMERCIAL PAPER ISSUANCE
We maintain two unsecured CLOCs, for working capital, to support our commercial paper program and for general corporate purposes. Subsequent to July 31, 2005, the first CLOC expired and was replaced with a new $1.0 billion CLOC, which expires in August 2010. Also subsequent to July 31, 2005, the second CLOC was extended, and now expires in August 2010.
     There have been no other material changes in our commercial paper program from those reported at April 30, 2005 in our Annual Report on Form 10-K/A.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
There have been no material changes in our contractual obligations and commercial commitments from those reported at April 30, 2005 in our Annual Report on Form 10-K/A.

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REGULATORY ENVIRONMENT
There have been no material changes in our regulatory environment from those reported at April 30, 2005 in our Annual Report on Form 10-K/A.
FORWARD-LOOKING INFORMATION
In this report, and from time to time throughout the year, we share our expectations for our future performance. These forward-looking statements are based upon current information, expectations, estimates and projections regarding the Company, the industries and markets in which we operate, and our assumptions and beliefs at that time. 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, which are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these forward-looking statements. Words such as “believe,” “will,” “plan,” “expect,” “intend,” “estimate,” “approximate,” and similar expressions may identify such forward-looking statements.
     There have been no material changes in our risk factors from those reported at April 30, 2005 in our Annual Report on Form 10-K/A.
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
We report our financial results in accordance with generally accepted accounting principles (GAAP). However, we believe certain non-GAAP performance measures and ratios used in managing the business may provide additional meaningful comparisons between current year results and prior periods, by excluding certain items that do not represent results from our basic operations. Reconciliations to GAAP financial measures are provided below. These non-GAAP financial measures should be viewed in addition to, not as an alternative for, our reported GAAP results.
     
Origination Margin   (dollars in 000s)
                         
 
            Restated        
Three months ended   July 31, 2005     July 31, 2004     April 30, 2005  
 
Total expenses
  $ 225,970     $ 162,948     $ 217,728  
Add: Expenses netted against gain on sale revenues
    114,222       92,489       103,123  
Less:
                       
Cost of services
    64,392       49,861       61,590  
Cost of acquisition
    52,306       41,700       47,428  
Allocated support departments
    5,831       5,346       5,768  
Other
    6,255       7,200       7,528  
 
                 
 
  $ 211,408     $ 151,330     $ 198,537  
 
                 
Divided by origination volume
  $ 10,887,629     $ 6,816,517     $ 9,278,489  
Total cost of origination
    1.94 %     2.22 %     2.14 %
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We have established disclosure controls and procedures (Disclosure Controls) to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of

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the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusions of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.
     As of the end of the period covered by this Form 10-Q/A, we evaluated the effectiveness of the design and operation of our Disclosure Controls. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, and included consideration of the material weakness initially disclosed in our Annual Report on Form 10-K/A for the year ended April 30, 2005. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our Disclosure Controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q/A because of the material weakness described below.
     As disclosed initially in our Annual Report on Form 10-K/A for the year ended April 30, 2005, management identified a material weakness in our accounting for income taxes. Specifically, the Company did not maintain sufficient resources in the corporate tax function to accurately identify, evaluate and report, in a timely manner, non-routine and complex transactions. In addition, the Company had not completed the requisite historical analysis and related reconciliations to ensure tax balances were appropriately stated prior to the completion of the Company’s April 30, 2005 internal control activities.
     In February 2006, as a result of the ongoing controls and procedural work to remediate the material weakness in the Company’s internal controls over accounting for income taxes as of April 30, 2005, management discovered additional income tax errors which required the restatement of prior periods. In preparation for its revised 10-Q/A filing, management reviewed this disclosure and continues to believe it accurately describes the nature of the internal control deficiencies that contributed to the material weakness as of April 30, 2005.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In order to remediate the aforementioned material weakness, management completed the requisite historical analysis including creation of the necessary tax basis balance sheets and current and deferred reconciliations required and related internal control testing to ensure propriety of all tax related financial statement account balances as of the Form 10-K/A filing date. The Company believes it established appropriate controls and procedures and created appropriate tax account analysis and support subsequent to April 30, 2005.
     In addition to implementing management’s action plan addressing items from the comprehensive evaluation, we will continue to monitor the improvements in the controls over accounting for income taxes to ensure remediation of the material weakness.
     Other than the changes outlined above, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS
10.1   Sale and Servicing Agreement dated as of June 1, 2005 among Option One Mortgage Corporation, Option One Loan Warehouse Corporation, Option One Owner Trust 2005-6 and Wells Fargo Bank, N.A., filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.2   Note Purchase Agreement dated as of June 1, 2005 among Option One Loan Warehouse Corporation, Option One Owner Trust 2005-6 and Lehman Brothers Bank, filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.

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10.3   Indenture dated as of June 1, 2005 between Option One Owner Trust 2005-6 and Wells Fargo Bank, N.A., filed as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.4   Amendment Number 1 to Second Amended and Restated Sale and Servicing Agreement dated March 8, 2005 among Option One Mortgage Corporation, Option One Loan Warehouse Corporation, Option One Owner Trust 2001-2 and Wells Fargo Bank, N.A., filed as Exhibit 10.4 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.5   Amendment Number Five to Amended and Restated Note Purchase Agreement dated November 25, 2003 among Option One Loan Warehouse Corporation, Option One Owner Trust 2001-2 and Bank of America, N.A., filed as Exhibit 10.5 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.6   Amendment Number One to Second Amended and Restated Sale and Servicing Agreement dated as of April 29, 2005 among Option One Owner Trust 2001-1A, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank N.A., filed as Exhibit 10.6 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.7   Amendment Number One to Second Amended and Restated Sale and Servicing Agreement dated as of April 29, 2005 among Option One Owner Trust 2001-1B, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank N.A., filed as Exhibit 10.7 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
10.8   Description of Executive Officer Cash Compensation, filed as Exhibit 10.8 to the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2005, file number 1-6089, is incorporated by reference.
 
31.1   Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2   Certification by Chief Financial 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 Chief Financial Officer furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

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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.
 
   
 
  -s- Mark A. Ernst
 
  Mark A. Ernst
 
  Chairman of the Board, President
 
  and Chief Executive Officer
 
  March 31, 2006
 
   
 
  -s- William L. Trubeck
 
  William L. Trubeck
 
  Executive Vice President and
 
  Chief Financial Officer
 
  March 31, 2006

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exv31w1
 

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark A. Ernst, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of H&R Block, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: March 31, 2006            /s/ Mark A. Ernst    
            Mark A. Ernst   
            Chief Executive Officer
          H&R Block, Inc. 
 
 

exv31w2
 

Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William L. Trubeck, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of H&R Block, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: March 31, 2006  /s/ William L. Trubeck    
  William L. Trubeck   
  Chief Financial Officer
H&R Block, Inc. 
 
 

exv32w1
 

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
     In connection with the quarterly report of H&R Block, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Ernst, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
 
  /s/ Mark A. Ernst
 
Mark A. Ernst
Chief Executive Officer
H&R Block, Inc.
March 31, 2006
   

exv32w2
 

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
     In connection with the quarterly report of H&R Block, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William L. Trubeck, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
 
  /s/ William L. Trubeck
 
William L. Trubeck
Chief Financial Officer
H&R Block, Inc.
March 31, 2006