þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Page | ||
1 | ||
2 | ||
3 | ||
4 - 12 | ||
13-14 | ||
15 | ||
Consent of Independent Registered Public Accounting Firm |
16 |
* | All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. | |||||||
EX-23.1 |
1
2010 | 2009 | |||||||
ASSETS: |
||||||||
Investments, at fair value: |
||||||||
Mutual funds |
$ | 418,955,278 | $ | 398,194,893 | ||||
H&R Block, Inc. common stock fund |
7,019,490 | 14,704,194 | ||||||
Common/collective trust |
44,696,731 | 48,646,167 | ||||||
Self-directed brokerage accounts |
7,081,143 | 7,016,364 | ||||||
Total investments,at fair value |
477,752,642 | 468,561,618 | ||||||
Receivables: |
||||||||
Employer contributions |
2,988,032 | 3,334,856 | ||||||
Participant contributions |
203,825 | 231,095 | ||||||
Notes receivable from participants |
4,832,226 | 5,245,590 | ||||||
Total receivables |
8,024,083 | 8,811,541 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS AT
FAIR VALUE |
$ | 485,776,725 | $ | 477,373,159 | ||||
ADJUSTMENTS FROM FAIR VALUE TO
CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND
(NOTE 2) |
727,638 | 2,361,826 | ||||||
NET ASSETS AVAILABLE
FOR BENEFITS |
$ | 486,504,363 | $ | 479,734,985 | ||||
2
ADDITIONS: |
||||
Investment income: |
||||
Dividends and interest |
$ | 11,486,154 | ||
Net appreciation in fair value of investments |
32,089,766 | |||
Total investment income |
43,575,920 | |||
Contributions: |
||||
Employer |
11,711,918 | |||
Participant |
27,259,843 | |||
Rollover |
1,757,127 | |||
Total contributions |
40,728,888 | |||
Total additions |
84,304,808 | |||
DEDUCTIONS: |
||||
Benefits paid to participants |
76,530,187 | |||
Administrative expenses |
558,810 | |||
Transfers out of plan |
446,433 | |||
Total deductions |
77,535,430 | |||
Increase in net assets |
6,769,378 | |||
Net assets available for benefits: |
||||
Beginning of year |
479,734,985 | |||
End of year |
$ | 486,504,363 | ||
3
1. | DESCRIPTION OF THE PLAN | |
The following description of the H&R Block Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. | ||
General | ||
The Plan is a defined contribution plan sponsored by H&R Block Management, LLC, which is a wholly owned subsidiary of H&R Block, Inc. (the Company or Plan Sponsor) for its employees and the employees of certain of its affiliates. The Plan became effective on January 1, 1985 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
The Plan provides for selection of an administrative committee, a plan administrator and a trustee by the members of H&R Block Management, LLC. The administrative committee is responsible for the general administration of the Plan and the interpretation of its provisions. The plan administrator is responsible for the reporting and disclosure requirements under ERISA. Fidelity Management Trust Company (Fidelity) is the Plans record keeper and trustee. | ||
Effective December 18, 2010, to remain compliant with IRS and Puerto Rico Tax Code requirements, associates who were residents of or perform their primary work in Puerto Rico and who were participants in the Plan were transitioned to the H&R Block Puerto Rico Retirement Savings Plan (PR Plan). As a result, $446,433 in participant account balances were transferred to the PR Plan. | ||
Eligibility | ||
The timing of an employees eligibility for participation in the Plan depends on whether the employee is classified as a nonseasonal employee or seasonal employee. With respect to participant contributions and employer discretionary matching contributions: (a) nonseasonal employees are automatically enrolled in the Plan beginning the first day of the month following or coinciding with the date they complete 90 Days of Service, as such term is defined in the Plan, and (b) seasonal employees are automatically enrolled in the Plan beginning with the first participation date (January 1 or July 1) following or coinciding with the date they complete a Year of Service, as such term is defined in the Plan. With respect to employer discretionary profit sharing contributions, both nonseasonal and seasonal employees are eligible to participate beginning the first day of the Plan year that immediately precedes or is coincident with the date the employee completes a Year of Service. | ||
Contributions | ||
Participants may make pre-tax contributions up to seventy-five percent of their compensation, subject to Internal Revenue Code (IRC) limitations. Participants age 50 and over may make pre-tax contributions from zero to one-hundred percent of their compensation, subject to IRC limitations. The Company may make discretionary matching contributions of up to one hundred percent of a participants contributions, not to exceed five percent of the participants compensation. The Company may also elect |
4
to make discretionary profit sharing contributions, which would be allocated among participant accounts based on the participants eligible compensation. For the year ended December 31, 2010, the Company contributed $11,711,918 for the discretionary matching contribution. No discretionary profit sharing contributions were made during the year ended December 31, 2010. | ||
Vesting | ||
Participant contributions, employer discretionary matching contributions, employer discretionary profit sharing contributions, and earnings thereon, are fully vested and nonforfeitable at all times. | ||
Participant Accounts | ||
Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the employers discretionary matching contribution, if any, and allocations of employer discretionary profit sharing contributions, if any, and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. | ||
Investments | ||
Participants direct the investment of their contributions, employer discretionary matching contributions and employer discretionary profit sharing contributions into various investment options offered by the Plan. The Plan currently offers twenty mutual funds, a Company common stock fund, a self-directed brokerage account, and a common/collective trust fund as investment options for participants. Participants have purchased shares of mutual funds and money market funds through the self-directed brokerage account. | ||
Notes Receivable From Participants | ||
Participants may borrow from their fund accounts a minimum of $1,000 and are limited to the lesser of $50,000 less the highest outstanding loan balance in the previous 12 months or fifty percent of the participants vested account balance. The loans are secured by the balance in the participants account and bear interest equal to the prime lending rate established by the Federal Reserve on the first business day of the month in which the loan is requested plus 1%. Interest rates range from 4.0% to 10.5%. The loans are payable over one to five years except for loans for the purchase of a residence, which may be longer. Principal and interest is paid ratably through payroll deductions. Interest income from participant loans is included in Dividends and Interest Income. | ||
Payment of Benefits | ||
Generally, distributions may not be made to a participant, or in the case of death, a participants beneficiary, until administratively feasible following the earliest of the participants death, disability, retirement or severance from employment. Distributions are in the form of a lump sum cash payment, unless the participant elects to defer payment. |
5
Forfeited Accounts | ||
At December 31, 2010 and 2009, forfeited accounts totaled $4,602 and $1,820 respectively. These accounts are to be used first to reduce administrative expenses of the Plan, then to reduce employer discretionary matching contributions and then to reduce employer discretionary profit sharing contributions. During the year ended December 31, 2010, forfeited nonvested accounts of $22,413 were used to pay Plan expenses. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting | ||
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). | ||
Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | ||
Risks and Uncertainties | ||
The Plan invests in various investment instruments, including a Company common stock fund, mutual funds, a self-directed brokerage account and a common/collective trust fund. Investment securities, in general, are exposed to various risks such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. | ||
Investment Valuation and Income Recognition | ||
The Plans investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual funds and money market funds, including those in self-directed brokerage accounts, are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Fair value of the H&R Block, Inc. common stock fund is determined by the trustee based on the fair market value of the underlying investments within the fund. The common/collective trust fund is stated at fair value as determined by the issuer of the common/collective trust fund based on the fair market value of the underlying investments. The SEI Stable Asset Fund (the Trust) is a common collective trust fund that is considered to be a stable value fund with underlying investments in benefit-responsive investment contracts and is valued at the fair value of the underlying investments and then adjusted by the issuer to contract value. Fair value of the stable value fund is the net asset value of its underlying investments and contract value is principal plus accrued interest. | ||
The H&R Block, Inc. common stock fund, which is made up of Company common stock and a money market fund, and the Trust are maintained on a unit value basis. |
6
7
8
At December 31, 2010 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
ASSETS: |
||||||||||||||||
Mutual Funds: |
||||||||||||||||
Small Cap |
$ | 16,025,844 | $ | 16,025,844 | | | ||||||||||
Mid Cap |
26,107,207 | 26,107,207 | | | ||||||||||||
Large Cap |
128,414,710 | 128,414,710 | | | ||||||||||||
International |
33,945,027 | 33,945,027 | | | ||||||||||||
Retirement Income |
81,969,856 | 81,969,856 | | | ||||||||||||
Balanced Moderate Allocation |
95,740,099 | 95,740,099 | | | ||||||||||||
Income |
36,752,535 | 36,752,535 | | | ||||||||||||
Total Mutual Funds |
418,955,278 | 418,955,278 | ||||||||||||||
H&R Block, Inc. common stock fund |
7,019,490 | | 7,019,490 | | ||||||||||||
Self-directed brokerage accounts |
7,081,143 | | 7,081,143 | | ||||||||||||
Common/collective trust |
44,696,731 | | 44,696,731 | | ||||||||||||
Total |
$ | 477,752,642 | $ | 418,955,278 | $ | 58,797,364 | $ | | ||||||||
9
At December 31, 2009 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
ASSETS: |
||||||||||||||||
Mutual Funds: |
||||||||||||||||
Small Cap |
$ | 13,620,268 | $ | 13,620,268 | | | ||||||||||
Mid Cap |
23,081,879 | 23,081,879 | | | ||||||||||||
Large Cap |
125,404,358 | 125,404,358 | | | ||||||||||||
International |
36,251,720 | 36,251,720 | | | ||||||||||||
Retirement Income |
72,770,194 | 72,770,194 | | | ||||||||||||
Balanced Moderate Allocation |
92,099,851 | 92,099,851 | | | ||||||||||||
Income |
34,966,623 | 34,966,623 | | | ||||||||||||
Total Mutual Funds |
398,194,893 | 398,194,893 | ||||||||||||||
H&R Block, Inc. common stock fund |
14,704,194 | | 14,704,194 | | ||||||||||||
Self-directed brokerage accounts |
7,016,364 | | 7,016,364 | | ||||||||||||
Common/collective trust |
48,646,167 | | 48,646,167 | | ||||||||||||
Total |
$ | 468,561,618 | $ | 398,194,893 | $ | 70,366,725 | $ | | ||||||||
For the year ended December 31, 2010, there were no significant transfers in or out of levels 1, 2 or 3. |
During the year ended December 31, 2010, the Plans investments (including gains and losses on investments bought, sold, and held during the year) appreciated (depreciated) in fair value as follows: |
H&R Block, Inc. common stock fund |
$ | (6,543,227 | ) | |
Self-directed brokerage accounts |
574,668 | |||
Mutual funds |
38,058,325 | |||
Net appreciation in fair value of investments |
$ | 32,089,766 | ||
The Plans investments that represented five percent or more of the Plans net assets available for benefits as of December 31, 2010 and 2009 are as follows: |
2010 | 2009 | |||||||
American Funds EuroPacific Growth Fund R5 |
$ | 33,945,027 | $ | 36,251,720 | ||||
American Funds Growth Fund of America Class R5 (1) |
23,663,708 | 24,463,468 | ||||||
Dodge & Cox Stock Fund |
53,691,699 | 52,824,204 | ||||||
Vanguard Institutional Index Fund |
51,059,303 | 48,116,686 | ||||||
Vanguard Wellington Fund |
95,740,099 | 92,099,851 | ||||||
SEI Institutional Mid Cap Growth Fund (2) |
26,107,207 | 23,081,879 | ||||||
SEI Stable Asset Fund |
44,696,731 | 48,646,167 | ||||||
PIMCO Total Return Fund |
36,752,535 | 34,966,623 |
(1) | Fund did not meet 5% requirement as of December 31, 2010. Balance presented for comparative purposes only. | |
(2) | Fund did not meet 5% requirement as of December 31, 2009. Balance presented for comparative purposes only. |
10
Certain plan investments are shares of mutual funds managed by Fidelity. Fidelity is the record keeper and trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. In addition, the H&R Block, Inc. common stock fund includes an investment in the common stock of H&R Block, Inc., and therefore, these transactions also qualify as exempt party-in-interest transactions. |
Although the Company has not expressed any intent to do so, it has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in the Plan and under ERISA. |
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated July 30, 2007, that the Plan and related trust were designed in accordance with the applicable regulations of the Internal Revenue Code (IRC). The Plan has been amended since receiving the letter. The Plan Sponsor has applied for a determination letter from the IRS for the restated plan document dated January 1, 2009. The Plan Sponsor has received additional correspondence from the IRS and responded to IRS inquiries regarding these Plan amendments. Although a new letter has not yet been received, the Plan administrator believes that the Plan and related trust are designed and are currently being operated in compliance with the applicable requirements of the IRS. As a result, the Plan administrator believes that the Plan is qualified and the related trust continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plans financial statements. |
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan administrator is required to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS and the Department of Labor (DOL). The Plan is subject to routine audits by taxing jurisdictions for tax years for which the applicable statutes of limitations have not expired; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007. |
11
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2010 and 2009: |
2010 | 2009 | |||||||
Net assets available for benefits per
the financial statements |
$ | 486,504,363 | $ | 479,734,985 | ||||
Adjustments from contract value to
fair value for fully benefit-responsive
stable value fund |
(727,638 | ) | (2,361,826 | ) | ||||
Amounts allocated to withdrawing participants |
(90,525 | ) | (109,705 | ) | ||||
Total investments (current value column) per Form 5500 schedule of assets (held at end of year) |
$ | 485,686,200 | $ | 477,263,454 |
For the year ended December 31, 2010, the following is a reconciliation of the increase in net assets per the financial statements to net income on the Form 5500: |
Increase in net assets per the financial statements |
$ | 6,769,378 | ||
Change in fair value for fully benefit responsive stable value fund |
1,634,188 | |||
Change in amounts allocated to withdrawing participants |
19,180 | |||
Net income per Form 5500 |
$ | 8,422,746 | ||
For the year ended December 31, 2010, the following is a reconciliation of distributions to participants per the financial statements to the Form 5500: |
Total distributions to participants per the financial statements |
$ | 76,530,187 | ||
Add: Amounts allocated to withdrawing participants at December 31, 2010 |
90,525 | |||
Less: Amounts allocated to withdrawing participants at December 31, 2009 |
(109,705 | ) | ||
Total distributions to participants per the Form 5500 |
$ | 76,511,007 | ||
12
(b) | ||||||||||
(a) | Description of Investment, Including | (c) | (e) | |||||||
Identity of Issuer or Borrower, | Maturity Date, Rate of Interest, Collateral, | Shares/Units | Current | |||||||
Lessor or Similar Party | and Par or Maturity Value | Held | Value | |||||||
* H&R Block, Inc. Common
Stock Fund: |
||||||||||
H&R Block, Inc. |
Common Stock | 575,549 | $ | 6,854,789 | ||||||
Cash |
Cash | 164,701 | 164,701 | |||||||
Total H&R Block, Inc. Common Stock Fund |
7,019,490 | |||||||||
Mutual funds: |
||||||||||
American Funds Group |
EuroPacific Growth Fund R5 | 821,715 | 33,945,027 | |||||||
American Funds Group |
Growth Fund of America Class R5 | 778,668 | 23,663,708 | |||||||
Dodge & Cox Funds |
Dodge & Cox Stock Fund | 498,253 | 53,691,699 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2000 Fund | 193,612 | 2,311,726 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2005 Fund | 335,089 | 3,622,308 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2010 Fund | 476,080 | 6,469,924 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2015 Fund | 1,108,209 | 12,567,088 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2020 Fund | 797,420 | 10,996,420 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2025 Fund | 1,144,514 | 13,184,802 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2030 Fund | 659,373 | 9,079,572 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2035 Fund | 704,964 | 8,085,936 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2040 Fund | 821,070 | 6,576,774 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2045 Fund | 510,099 | 4,840,842 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom 2050 Fund | 177,955 | 1,669,213 | |||||||
* Fidelity Freedom Funds |
Fidelity Freedom Income Fund | 227,416 | 2,565,251 | |||||||
Harbor Funds |
Harbor Small Cap Value Fund | 818,062 | 16,025,844 | |||||||
PIMCO Funds |
PIMCO Total Return Fund | 3,387,330 | 36,752,535 | |||||||
(continued) |
13
(b) | ||||||||||
(a) | Description of Investment, Including | (c) | (e) | |||||||
Identity of Issuer or Borrower, | Maturity Date, Rate of Interest, Collateral, | Shares/Units | Current | |||||||
Lessor or Similar Party | and Par or Maturity Value | Held | Value | |||||||
SEI Investments |
SEI Institutional Mid Cap Growth Fund | 1,461,770 | 26,107,207 | |||||||
Vanguard Group |
Vanguard Institutional Index Fund | 443,955 | 51,059,303 | |||||||
Vanguard Group |
Vanguard Wellington Fund | 1,782,538 | 95,740,099 | |||||||
Total Mutual Funds |
418,955,278 | |||||||||
Common Collective Trust Fund
SEI Investments |
SEI Stable Asset Fund | 45,424,369 | 44,696,731 | |||||||
Self-directed brokerage accounts |
BrokerageLink | 7,081,143 | ||||||||
Plan participants (1) |
Notes receivable from participants, Interest range: 4.0% to 10.5% with varying maturity dates through July 2028 | 4,832,226 | ||||||||
Total investments (2) |
$ | 482,584,868 | ||||||||
14
H&R Block Retirement Savings Plan |
||||
Date June 1, 2011 | ||||
Colby R. Brown | ||||
Vice President and Corporate Controller H&R Block, Inc. |
15
16