HRB 2014.10.31 10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended October 31, 2014
 
 
OR
¨

 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from             to             
Commission file number 1-6089
H&R Block, Inc.
(Exact name of registrant as specified in its charter)
MISSOURI
 
44-0607856
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
One H&R Block Way, Kansas City, Missouri 64105
(Address of principal executive offices, including zip code)
(816) 854-3000
(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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer þ          Accelerated filer ¨         Non-accelerated filer ¨         Smaller reporting company ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No  þ
The number of shares outstanding of the registrant's Common Stock, without par value, at the close of business on November 30, 2014: 275,168,156 shares.
 


Table of Contents

Form 10-Q for the Period Ended October 31, 2014

Table of Contents

 
 
 
 
 
Consolidated Statements of Operations and Comprehensive Income (Loss)
 
 
Three and six months ended October 31, 2014 and 2013
1
 
 
 
 
Consolidated Balance Sheets
 
 
As of October 31, 2014, October 31, 2013 and April 30, 2014
 
 
 
 
Condensed Consolidated Statements of Cash Flows
 
 
Six months ended October 31, 2014 and 2013
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Legal Proceedings
 
 
 
Risk Factors
 
 
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
 
 
 
Exhibits
 
 
 
 


Table of Contents

PART I    FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in 000s, except 
per share amounts)
 
 
 
Three months ended October 31,
 
Six months ended October 31,
 
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
Service revenues
 
$
115,442

 
$
112,432

 
$
230,915

 
$
220,232

Royalty, product and other revenues
 
9,756

 
11,282

 
18,570

 
19,480

Interest income
 
9,430

 
10,626

 
18,729

 
21,823

 
 
134,628

 
134,340

 
268,214

 
261,535

OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Cost of revenues:
 
 
 
 
 
 
 
 
Compensation and benefits
 
69,381

 
60,526

 
121,236

 
106,838

Occupancy and equipment
 
87,626

 
82,358

 
170,932

 
161,094

Provision for bad debt and loan losses
 
385

 
2,849

 
4,749

 
14,340

Depreciation and amortization
 
28,429

 
22,095

 
53,514

 
40,715

Other
 
35,876

 
39,235

 
68,992

 
80,326

 
 
221,697

 
207,063

 
419,423

 
403,313

Selling, general and administrative:
 
 
 
 
 
 
 
 
Marketing and advertising
 
12,513

 
13,601

 
20,658

 
20,724

Compensation and benefits
 
54,353

 
54,818

 
115,317

 
107,865

Depreciation and amortization
 
10,500

 
4,573

 
19,101

 
8,827

Other selling, general and administrative
 
20,013

 
21,100

 
39,503

 
53,373


 
97,379

 
94,092

 
194,579

 
190,789

Total operating expenses
 
319,076

 
301,155

 
614,002

 
594,102

 
 
 
 
 
 
 
 
 
Other income (expense), net
 
(2,282
)
 
1,254

 
(2,963
)
 
(3,685
)
Interest expense on borrowings
 
13,843

 
13,801

 
27,638

 
27,604

Loss from continuing operations before income tax benefit
 
(200,573
)
 
(179,362
)
 
(376,389
)
 
(363,856
)
Income tax benefit
 
(87,346
)
 
(76,347
)
 
(154,311
)
 
(147,571
)
Net loss from continuing operations
 
(113,227
)
 
(103,015
)
 
(222,078
)
 
(216,285
)
Net income (loss) from discontinued operations,
net of tax (benefits) of $766 and ($1,218),
($3,798) and $(2,427)
 
1,229

 
(1,928
)
 
(6,152
)
 
(3,845
)
NET LOSS
 
$
(111,998
)
 
$
(104,943
)
 
$
(228,230
)
 
$
(220,130
)
 
 
 
 
 
 
 
 
 
BASIC AND DILUTED LOSS PER SHARE:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.41
)
 
$
(0.38
)
 
$
(0.81
)
 
$
(0.79
)
Discontinued operations
 

 
(0.01
)
 
(0.02
)
 
(0.01
)
Consolidated
 
$
(0.41
)
 
$
(0.39
)
 
$
(0.83
)
 
$
(0.80
)
 
 
 
 
 
 
 
 
 
DIVIDENDS DECLARED PER SHARE
 
$
0.20

 
$
0.20

 
$
0.40

 
$
0.40

 
 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME (LOSS):
 
 
 
 
 
 
 
 
Net loss
 
$
(111,998
)
 
$
(104,943
)
 
$
(228,230
)
 
$
(220,130
)
Unrealized gains (losses) on securities, net of taxes:
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising during the period
 
5,493

 
1,138

 
4,770

 
(6,577
)
Reclassification adjustment for gains included in income
 
(589
)
 

 
(15
)
 

Change in foreign currency translation adjustments
 
(3,810
)
 
582

 
(3,355
)
 
(2,510
)
Other comprehensive income (loss)
 
1,094

 
1,720

 
1,400

 
(9,087
)
Comprehensive loss
 
$
(110,904
)
 
$
(103,223
)
 
$
(226,830
)
 
$
(229,217
)
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.

H&R Block, Inc. | Q2 FY2015 Form 10-Q
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CONSOLIDATED BALANCE SHEETS
 
(unaudited, in 000s, except 
share and per share amounts)
 
As of
 
October 31, 2014

 
October 31, 2013

 
April 30, 2014

 
 


 


 
 
ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 
$
627,490

 
$
790,772

 
$
2,185,307

Cash and cash equivalents - restricted
 
55,543

 
47,521

 
115,319

Receivables, less allowance for doubtful accounts of $51,746, $52,969 and $52,578
 
107,705

 
131,701

 
191,618

Prepaid expenses and other current assets
 
285,463

 
225,660

 
198,267

Investments in available-for-sale securities
 
381,180

 

 
423,495

Total current assets
 
1,457,381

 
1,195,654

 
3,114,006

Mortgage loans held for investment, less allowance for loan losses of $9,761, $12,704 and $11,272
 
251,092

 
295,907

 
268,428

Investments in available-for-sale securities
 
9,774

 
465,344

 
4,329

Property and equipment, at cost less accumulated depreciation and amortization of $491,153, $449,738 and $446,049
 
318,225

 
311,157

 
304,911

Intangible assets, net
 
414,045

 
296,213

 
355,622

Goodwill
 
464,182

 
442,812

 
436,117

Other assets
 
176,591

 
267,426

 
210,116

Total assets
 
$
3,091,290

 
$
3,274,513

 
$
4,693,529

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
LIABILITIES:
 
 
 
 
 
 
Customer banking deposits
 
$
454,860

 
$
655,129

 
$
769,785

Accounts payable, accrued expenses and other current liabilities
 
436,830

 
426,994

 
569,007

Accrued salaries, wages and payroll taxes
 
36,215

 
41,584

 
167,032

Accrued income taxes
 
147,000

 
22,475

 
406,655

Current portion of long-term debt
 
772

 
400,503

 
400,637

Total current liabilities
 
1,075,677

 
1,546,685

 
2,313,116

Long-term debt
 
505,588

 
506,078

 
505,837

Other noncurrent liabilities
 
271,349

 
266,775

 
318,027

Total liabilities
 
1,852,614

 
2,319,538

 
3,136,980

COMMITMENTS AND CONTINGENCIES
 


 


 


STOCKHOLDERS' EQUITY:
 
 
 
 
 
 
Common stock, no par, stated value $.01 per share, 800,000,000 shares authorized, shares issued of 316,628,110
 
3,166

 
3,166

 
3,166

Convertible preferred stock, no par, stated value $0.01 per share, 500,000 shares authorized
 

 

 

Additional paid-in capital
 
772,662

 
757,828

 
766,654

Accumulated other comprehensive income
 
6,577

 
1,463

 
5,177

Retained earnings
 
1,250,465

 
1,003,842

 
1,589,297

Less treasury shares, at cost
 
(794,194
)
 
(811,324
)
 
(807,745
)
Total stockholders' equity
 
1,238,676

 
954,975

 
1,556,549

Total liabilities and stockholders' equity
 
$
3,091,290

 
$
3,274,513

 
$
4,693,529

 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(unaudited, in 000s)
 
Six months ended October 31,
 
2014

 
2013

 
 
 
 
 
NET CASH USED IN OPERATING ACTIVITIES
 
$
(627,577
)
 
$
(492,373
)
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Purchases of available-for-sale securities
 
(100
)
 
(45,158
)
Maturities of and payments received on available-for-sale securities
 
49,013

 
55,615

Principal payments on mortgage loans held for investment, net
 
13,451

 
24,340

Capital expenditures
 
(70,927
)
 
(86,926
)
Payments made for business acquisitions, net of cash acquired
 
(94,230
)
 
(20,927
)
Franchise loans:
 
 
 
 
Loans funded
 
(18,251
)
 
(22,114
)
Payments received
 
29,637

 
15,883

Other, net
 
10,685

 
15,255

Net cash used in investing activities
 
(80,722
)
 
(64,032
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Repayments of long-term debt
 
(400,000
)
 

Customer banking deposits, net
 
(316,269
)
 
(275,800
)
Dividends paid
 
(109,871
)
 
(109,324
)
Proceeds from exercise of stock options
 
14,477

 
24,536

Other, net
 
(33,639
)
 
(31,948
)
Net cash used in financing activities
 
(845,302
)
 
(392,536
)
 
 
 
 
 
Effects of exchange rate changes on cash
 
(4,216
)
 
(7,871
)
 
 
 
 
 
Net decrease in cash and cash equivalents
 
(1,557,817
)
 
(956,812
)
Cash and cash equivalents at beginning of the period
 
2,185,307

 
1,747,584

Cash and cash equivalents at end of the period
 
$
627,490

 
$
790,772

 
 
 
 
 
SUPPLEMENTARY CASH FLOW DATA:
 
 
 
 
Income taxes paid, net of refunds received
 
$
157,680

 
$
116,099

Interest paid on borrowings
 
27,379

 
27,804

Interest paid on deposits
 
341

 
1,180

Transfers of foreclosed loans to other assets
 
3,155

 
3,889

Accrued additions to property and equipment
 
3,243

 
6,729

Conversion of investment in preferred stock to available-for-sale common stock
 
5,000

 

Transfer of mortgage loans held for investment to held for sale
 

 
7,608

 
 
 
 
 
See accompanying notes to consolidated financial statements.



H&R Block, Inc. | Q2 FY2015 Form 10-Q
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  (unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION The consolidated balance sheets as of October 31, 2014 and 2013, the consolidated statements of operations and comprehensive income (loss) for the three and six months ended October 31, 2014 and 2013, and the condensed consolidated statements of cash flows for the six months ended October 31, 2014 and 2013 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 as of October 31, 2014 and 2013 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 information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U. S. (GAAP) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our April 30, 2014 Annual Report to Shareholders on Form 10-K. All amounts presented herein as of April 30, 2014 or for the year then ended are derived from our April 30, 2014 Annual Report to Shareholders on Form 10-K.
MANAGEMENT ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions and judgments are applied in the evaluation of contingent losses arising from our discontinued mortgage business, contingent losses associated with pending claims and litigation, valuation allowances on deferred tax assets, reserves for uncertain tax positions and related matters. Estimates have been prepared based on the best information available as of each balance sheet date. As such, actual results could differ materially from those estimates.
SEASONALITY OF BUSINESS Our operating revenues are seasonal in nature with peak revenues typically occurring in the months of February through April. Therefore, results for interim periods are not indicative of results to be expected for the full year.
DISCONTINUED OPERATIONS – Our discontinued operations include the results of operations of Sand Canyon Corporation, previously known as Option One Mortgage Corporation (including its subsidiaries, collectively, SCC), which exited its mortgage business in fiscal year 2008. See notes 13 and 14 for additional information on litigation, claims and other loss contingencies related to our discontinued operations.
NOTE 2: H&R BLOCK BANK
In April 2014, our subsidiaries, H&R Block Bank (HRB Bank) and Block Financial LLC, the sole shareholder of HRB Bank (Block Financial), entered into a definitive Purchase and Assumption Agreement (P&A Agreement) with BofI Federal Bank, a federal savings bank (BofI). The P&A Agreement is subject to various closing conditions, including the receipt of certain required approvals, entry into certain additional agreements, and the fulfillment of various other customary conditions. If the closing conditions (including regulatory approvals) are satisfied, we will complete a transaction in which we will sell assets and assign certain liabilities, including all of HRB Bank's deposit liabilities, to BofI (P&A Transaction). The parties to the P&A Agreement entered into a Letter Agreement, effective October 23, 2014 (Letter Agreement), which, among other things, extended the date after which any party is permitted to terminate the P&A Agreement from October 31, 2014 to May 31, 2015. The Letter Agreement was filed as an exhibit to our current report on Form 8-K on October 23, 2014.
Due to the lack of regulatory approval, we do not expect to consummate the P&A Transaction this calendar year. Therefore, we will continue offering financial services products to our clients through HRB Bank for the upcoming tax season.
If a closing had occurred as of October 31, 2014, we would have made a cash payment to BofI for the difference in the carrying value of assets sold and the carrying value of liabilities (including deposit liabilities) transferred of approximately $437 million. The amount of the cash payment made at closing will primarily be equal to the carrying value of the liabilities to be transferred since the carrying value of the assets to be transferred is immaterial. Due to

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the seasonality of our business, the timing of any closing of the P&A Transaction will impact the amount of deposit liabilities transferred. In connection with the closing we intend to liquidate the available-for-sale (AFS) securities held by HRB Bank, which totaled $381 million at October 31, 2014.
In connection with the additional agreements expected to be entered into upon the closing of the P&A Transaction, BofI would offer H&R Block-branded financial products distributed by the Company to the Company's clients. An operating subsidiary of the Company would provide certain marketing, servicing and operational support to BofI with respect to such financial products.
The P&A Transaction is part of a three-step transaction pursuant to which the Company plans to divest HRB Bank (Divestiture Transaction), including: (1) the conversion of HRB Bank from a federal savings bank to a national bank; (2) the sale of certain HRB Bank assets to and assignment of certain liabilities (including all deposit liabilities) to BofI in the P&A Transaction; and (3) the merger of HRB Bank with and into Block Financial.
H&R Block, Inc., H&R Block Group, Inc. and Block Financial (our Holding Companies) are savings and loan holding companies (SLHCs) because they control HRB Bank. By consummating the Divestiture Transaction, our Holding Companies would cease to be SLHCs and would no longer be subject to regulation by the Board of Governors of the Federal Reserve System (Federal Reserve) as SLHCs or to the regulatory capital requirements applicable to SLHCs.
The obligations of the parties to complete the P&A Transaction are subject to the fulfillment of numerous conditions, including regulatory approval. We cannot be certain when or if the conditions to the P&A Transaction will be satisfied, or whether the P&A Transaction will be completed. In addition, there may be changes to the terms and conditions of the P&A Agreement and other contemplated agreements as part of the regulatory approval process.
NOTE 3: LOSS PER SHARE AND STOCKHOLDERS' EQUITY
LOSS PER SHARE – Basic and diluted loss per share is computed using the two-class method. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Per share amounts are computed by dividing net income from continuing operations attributable to common shareholders by the weighted average shares outstanding during each period. The dilutive effect of potential common shares is included in diluted earnings per share except in those periods with a loss from continuing operations. 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 5.4 million shares for the three and six months ended October 31, 2014, and 6.0 million shares for the three and six months ended October 31, 2013, as the effect would be antidilutive due to the net loss from continuing operations during those periods.
The computations of basic and diluted earnings per share from continuing operations are as follows:
(in 000s, except per share amounts)
 
 
 
Three months ended October 31,
 
Six months ended October 31,
 
 
2014

 
2013

 
2014

 
2013

Net loss from continuing operations attributable to shareholders
 
$
(113,227
)
 
$
(103,015
)
 
$
(222,078
)
 
$
(216,285
)
Amounts allocated to participating securities
 
(97
)
 
(92
)
 
(186
)
 
(154
)
Net loss from continuing operations attributable to common shareholders
 
$
(113,324
)
 
$
(103,107
)
 
$
(222,264
)
 
$
(216,439
)
 
 
 
 
 
 
 
 
 
Basic weighted average common shares
 
275,106

 
273,907

 
274,841

 
273,494

Potential dilutive shares
 

 

 

 

Dilutive weighted average common shares
 
275,106

 
273,907

 
274,841

 
273,494

 
 
 
 
 
 
 
 
 
Loss per share from continuing operations attributable to common shareholders:
 
 
 
 
 
 
 
 
Basic
 
$
(0.41
)
 
$
(0.38
)
 
$
(0.81
)
 
$
(0.79
)
Diluted
 
(0.41
)
 
(0.38
)
 
(0.81
)
 
(0.79
)

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STOCK-BASED COMPENSATION – During the six months ended October 31, 2014, we acquired 0.3 million shares of our common stock at an aggregate cost of $10.2 million. These shares represent shares swapped or surrendered to us in connection with the vesting or exercise of stock-based awards. During the six months ended October 31, 2013, we acquired 0.2 million shares at an aggregate cost of $5.3 million for similar purposes.
During the six months ended October 31, 2014 and 2013, we issued 1.2 million and 1.6 million shares of common stock, respectively, due to the vesting or exercise of stock-based awards.
During the six months ended October 31, 2014, we granted equity awards equivalent to 1.0 million shares under our stock-based compensation plans, consisting primarily of nonvested units. Nonvested units generally either vest over a three-year period with one-third vesting each year or cliff vest at the end of a three-year period. Stock-based compensation expense of our continuing operations totaled $7.1 million and $14.6 million for the three and six months ended October 31, 2014, respectively, and $6.2 million and $10.8 million for the three and six months ended October 31, 2013, respectively. As of October 31, 2014, unrecognized compensation cost for stock options totaled $0.4 million, and for nonvested shares and units totaled $43.2 million.
OTHER COMPREHENSIVE INCOME Components of other comprehensive income include foreign currency translation adjustments and the change in net unrealized gains or losses on AFS marketable securities, and are as follows:
(in 000s)
 
 
 
Foreign Currency
Translation Adjustments

 
Unrealized Gain (Loss)
on AFS Securities

 
Total

Balances as of May 1, 2014
 
$
3,334

 
$
1,843

 
$
5,177

Other comprehensive income (loss) before reclassifications:
 
 
 
 
 
 
Gross gains (losses) arising during the year
 
(3,355
)
 
7,483

 
4,128

Income taxes
 

 
2,713

 
2,713

 
 
(3,355
)
 
4,770

 
1,415

Amounts reclassified to net income:
 
 
 
 
 
 
Gross amount reclassified
 

 
(24
)
 
(24
)
Income taxes
 

 
(9
)
 
(9
)
 
 

 
(15
)
 
(15
)
Net other comprehensive income (loss)
 
(3,355
)
 
4,755

 
1,400

Balances as of October 31, 2014
 
$
(21
)
 
$
6,598

 
$
6,577

 
 
 
 
 
 
 
Balances as of May 1, 2013
 
$
6,809

 
$
3,741

 
$
10,550

Other comprehensive income (loss) before reclassifications:
 
 
 
 
 
 
Gross losses arising during the year
 
(2,510
)
 
(10,914
)
 
(13,424
)
Income taxes
 

 
(4,337
)
 
(4,337
)
Net other comprehensive loss
 
(2,510
)
 
(6,577
)
 
(9,087
)
Balances as of October 31, 2013
 
$
4,299

 
$
(2,836
)
 
$
1,463

 
 
 
 
 
 
 
Gross amounts reclassified out of accumulated other comprehensive income are included in other income (expense), net in the consolidated statements of operations.

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NOTE 4: RECEIVABLES
Receivables consist of the following:
(in 000s)
 
As of
 
October 31, 2014
 
October 31, 2013
 
April 30, 2014
 
 
Short-term

 
Long-term
 
Short-term

 
Long-term

 
Short-term

 
Long-term

Loans to franchisees
 
$
62,568

 
$
84,462

 
$
70,390

 
$
108,874

 
$
63,716

 
$
90,747

Receivables for tax preparation and related fees
 
36,369

 

 
35,927

 

 
45,619

 

Cash Back® receivables
 
1,955

 

 
2,036

 

 
48,812

 

Emerald Advance lines of credit
 
20,073

 
2,778

 
21,692

 
6,161

 
20,577

 
3,862

Royalties from franchisees
 
10,060

 

 
10,732

 

 
9,978

 

Note receivable
 

 

 

 
62,786

 

 

Other
 
28,426

 
14,565

 
43,893

 
23,868

 
55,494

 
17,186

 
 
159,451

 
101,805

 
184,670

 
201,689

 
244,196

 
111,795

Allowance for doubtful accounts
 
(51,746
)
 

 
(52,969
)
 
(3,092
)
 
(52,578
)
 

 
 
$
107,705

 
$
101,805

 
$
131,701

 
$
198,597

 
$
191,618

 
$
111,795

 
 
 
 
 
 
 
 
 
 
 
 
 
Balances presented above as short-term are included in receivables, while the long-term portions are included in other assets in the consolidated balance sheets.
LOANS TO FRANCHISEES Franchisee loan balances as of October 31, 2014 and 2013 and April 30, 2014, consisted of $100.6 million, $126.3 million and $109.1 million, respectively, in term loans made primarily to finance the purchase of franchises and $46.4 million, $53.0 million and $45.4 million, respectively, in revolving lines of credit primarily for the purpose of funding off-season working capital needs.
As of October 31, 2014 and 2013, loans with a principal balance of $2.4 million and $0.1 million, respectively, were more than 30 days past due, while we had no loans more than 30 days past due at April 30, 2014. We had no loans to franchisees on non-accrual status.
CANADIAN CASH BACK® PROGRAM Refunds advanced under the Cash Back program are not subject to credit approval, therefore the primary indicator of credit quality is the age of the receivable amount. Cash Back amounts are generally received within 60 days of filing the client's return. As of October 31, 2014 and 2013 and April 30, 2014, $27 thousand, $0.1 million and $1.9 million of Cash Back balances were more than 60 days old, respectively.
H&R BLOCK EMERALD ADVANCE® LINES OF CREDIT We review the credit quality of our H&R Block Emerald Advance® lines of credit (EA) receivables based on pools, which are segregated by the year of origination, with older years being deemed more unlikely to be repaid. These amounts as of October 31, 2014, by year of origination, are as follows:
(in 000s)
 
Credit Quality Indicator – Year of origination:
 
 
2014
 
$
3,802

2013
 
1,553

2012 and prior
 
4,412

Revolving loans
 
13,084

 
 
$
22,851

 
 
 
As of October 31, 2014 and 2013 and April 30, 2014, $20.0 million, $26.2 million and $20.7 million of EAs were on non-accrual status and classified as impaired, or more than 60 days past due, respectively.

H&R Block, Inc. | Q2 FY2015 Form 10-Q
7

Table of Contents

ALLOWANCE FOR DOUBTFUL ACCOUNTS Activity in the allowance for doubtful accounts for our short-term and long-term receivables for the six months ended October 31, 2014 and 2013 is as follows:
(in 000s)
 
 
 
EAs

 
Loans to 
Franchisees

 
Cash Back ®

 
All Other

 
Total

Balances as of May 1, 2014
 
$
7,530

 
$

 
$
3,002

 
$
42,046

 
$
52,578

Provision
 
380

 

 
149

 
2,195

 
2,724

Charge-offs
 

 

 
(1,074
)
 
(2,482
)
 
(3,556
)
Balances as of October 31, 2014
 
$
7,910

 
$

 
$
2,077

 
$
41,759

 
$
51,746

 
 
 
 
 
 
 
 
 
 
 
Balances as of May 1, 2013
 
$
7,390

 
$

 
$
2,769

 
$
47,544

 
$
57,703

Provision
 

 

 
188

 
5,923

 
6,111

Charge-offs
 

 

 
(479
)
 
(7,274
)
 
(7,753
)
Balances as of October 31, 2013
 
$
7,390

 
$

 
$
2,478

 
$
46,193

 
$
56,061

 
 
 
 
 
 
 
 
 
 
 
NOTE 5: MORTGAGE LOANS HELD FOR INVESTMENT
The composition of our mortgage loan portfolio is as follows:
(dollars in 000s)
 
As of
 
October 31, 2014
 
October 31, 2013
 
April 30, 2014
 
 
Amount

 
% of Total

 
Amount

 
% of Total

 
Amount

 
% of Total

Adjustable-rate loans
 
$
138,808

 
54
%
 
$
165,289

 
54
%
 
$
149,480

 
54
%
Fixed-rate loans
 
119,920

 
46
%
 
140,814

 
46
%
 
127,943

 
46
%
 
 
258,728

 
100
%
 
306,103

 
100
%
 
277,423

 
100
%
Unamortized deferred fees and costs
 
2,125

 
 
 
2,508

 
 
 
2,277

 
 
Less: Allowance for loan losses
 
(9,761
)
 
 
 
(12,704
)
 
 
 
(11,272
)
 
 
 
 
$
251,092

 
 
 
$
295,907

 
 
 
$
268,428

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our loan loss allowance as a percent of mortgage loans was 3.8% as of October 31, 2014, compared to 4.2% as of October 31, 2013 and 4.1% as of April 30, 2014.
Activity in the allowance for loan losses for the six months ended October 31, 2014 and 2013 is as follows:
(in 000s)
 
Six months ended October 31,
 
2014

 
2013

Balance at beginning of the period
 
$
11,272

 
$
14,314

Provision
 
735

 
7,224

Recoveries
 
911

 
2,409

Charge-offs
 
(3,157
)
 
(11,243
)
Balance at end of the period
 
$
9,761

 
$
12,704

 
 
 
 
 

8
Q2 FY2015 Form 10-Q | H&R Block, Inc.

Table of Contents

When determining our allowance for loan losses, we evaluate loans less than 60 days past due on a pooled basis, while loans we consider impaired, including those loans more than 60 days past due or modified as a troubled debt restructuring (TDR), are evaluated individually. The balance of these loans and the related allowance is as follows:
(in 000s)
 
As of
 
October 31, 2014
 
October 31, 2013
 
April 30, 2014
 
 
Portfolio 
Balance

 
Related 
Allowance

 
Portfolio 
Balance

 
Related 
Allowance

 
Portfolio 
Balance

 
Related 
Allowance

Pooled (less than 60 days past due)
 
$
147,614

 
$
3,768

 
$
178,497

 
$
5,523

 
$
158,496

 
$
4,508

Impaired:
 
 
 
 
 
 
 
 
 
 
 
 
Individually (TDRs)
 
40,201

 
4,237

 
47,011

 
4,598

 
43,865

 
4,346

Individually (60 days or more past due)
 
70,913

 
1,756

 
80,595

 
2,583

 
75,062

 
2,418

 
 
$
258,728

 
$
9,761

 
$
306,103

 
$
12,704

 
$
277,423

 
$
11,272

 
 
 
 
 
 
 
 
 
 
 
 
 
Detail of our mortgage loans held for investment and the related allowance as of October 31, 2014 is as follows:
(dollars in 000s)
 
 
 
Outstanding Principal Balance

 
Loan Loss Allowance
 
% 30+ Days
Past Due

 
 
 
Amount

 
% of Principal

 
Purchased from SCC
 
$
148,833

 
$
7,847

 
5.3
%
 
27.9
%
All other
 
109,895

 
1,914

 
1.7
%
 
6.9
%
 
 
$
258,728

 
$
9,761

 
3.8
%
 
19.0
%
 
 
 
 
 
 
 
 
 
Credit quality indicators as of October 31, 2014 include the following:
(in 000s)
 
Credit Quality Indicators
 
Purchased from SCC

 
All Other

 
Total Portfolio

Occupancy status:
 
 
 
 
 
 
Owner occupied
 
$
109,069

 
$
72,767

 
$
181,836

Non-owner occupied
 
39,764

 
37,128

 
76,892

 
 
$
148,833

 
$
109,895

 
$
258,728

Documentation level:
 
 
 
 
 
 
Full documentation
 
$
49,157

 
$
77,974

 
$
127,131

Limited documentation
 
4,676

 
12,114

 
16,790

Stated income
 
83,074

 
12,305

 
95,379

No documentation
 
11,926

 
7,502

 
19,428

 
 
$
148,833

 
$
109,895

 
$
258,728

Internal risk rating:
 
 
 
 
 
 
High
 
$
41,758

 
$

 
$
41,758

Medium
 
107,075

 

 
107,075

Low
 

 
109,895

 
109,895

 
 
$
148,833

 
$
109,895

 
$
258,728

 
 
 
 
 
 
 
Loans given our internal risk rating of "high" generally had no documentation or were based on stated income. Loans given our internal risk rating of "medium" generally had full documentation or were based on stated income, with loan-to-value ratios at origination of more than 80%, and were made to borrowers with credit scores below 700 at origination. Loans given our internal risk rating of "low" generally had loan-to-value ratios at origination of less than 80% and were made to borrowers with credit scores greater than 700 at origination.
Our mortgage loans held for investment include concentrations of loans to borrowers in certain states, which may result in increased exposure to loss as a result of changes in real estate values and underlying economic or market

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Table of Contents

conditions related to a particular geographical location. Approximately 52% of our mortgage loan portfolio consists of loans to borrowers located in the states of Florida, California and New York.
Detail of the aging of the mortgage loans in our portfolio as of October 31, 2014 is as follows:
(in 000s)
 
 
 
Less than 60
Days Past Due

 
60 – 89 Days
Past Due

 
90+ Days
Past Due(1)

 
Total
Past Due

 
Current

 
Total

Purchased from SCC
 
$
11,199

 
$
324

 
$
47,514

 
$
59,037

 
$
89,796

 
$
148,833

All other
 
4,613

 
78

 
7,530

 
12,221

 
97,674

 
109,895

 
 
$
15,812

 
$
402

 
$
55,044

 
$
71,258

 
$
187,470

 
$
258,728

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
We do not accrue interest on loans past due 90 days or more.
Information related to our non-accrual loans is as follows:
(in 000s)
 
As of
 
October 31, 2014

 
October 31, 2013

 
April 30, 2014

Loans:
 
 
 
 
 
 
Purchased from SCC
 
$
60,254

 
$
67,641

 
$
61,767

Other
 
11,439

 
12,723

 
12,528

 
 
71,693

 
80,364

 
74,295

TDRs:
 
 
 
 
 
 
Purchased from SCC
 
5,059

 
3,832

 
4,648

Other
 
940

 
881

 
951

 
 
5,999

 
4,713

 
5,599

Total non-accrual loans
 
$
77,692

 
$
85,077

 
$
79,894

 
 
 
 
 
 
 
Information related to impaired loans is as follows:
(in 000s)
 
 
 
Balance
With Allowance

 
Balance
With No Allowance

 
Total
Impaired Loans

 
Related Allowance

As of October 31, 2014:
 
 
 
 
 
 
 
 
Purchased from SCC
 
$
25,494

 
$
68,138

 
$
93,632

 
$
4,984

Other
 
3,732

 
13,750

 
17,482

 
1,009

 
 
$
29,226

 
$
81,888

 
$
111,114

 
$
5,993

As of October 31, 2013:
 
 
 
 
 
 
 
 
Purchased from SCC
 
$
30,100

 
$
77,052

 
$
107,152

 
$
5,762

Other
 
5,196

 
15,258

 
20,454

 
1,419

 
 
$
35,296

 
$
92,310

 
$
127,606

 
$
7,181

As of April 30, 2014:
 
 
 
 
 
 
 
 
Purchased from SCC
 
$
27,924

 
$
71,075

 
$
98,999

 
$
3,239

Other
 
5,176

 
14,752

 
19,928

 
3,525

 
 
$
33,100

 
$
85,827

 
$
118,927

 
$
6,764

 
 
 
 
 
 
 
 
 

10
Q2 FY2015 Form 10-Q | H&R Block, Inc.

Table of Contents

Information related to the allowance for impaired loans is as follows:
(in 000s)
 
As of
 
October 31, 2014

 
October 31, 2013

 
April 30, 2014

Portion of total allowance for loan losses allocated to impaired loans and TDR loans:
 
 
 
 
 
 
Based on collateral value method
 
$
1,756

 
$
2,583

 
$
2,418

Based on discounted cash flow method
 
4,237

 
4,598

 
4,346

 
 
$
5,993

 
$
7,181

 
$
6,764

 
 
 
 
 
 
 
Information related to activities of our non-performing assets is as follows:
(in 000s)
 
Six months ended October 31,
 
2014

 
2013

Average impaired loans:
 
 
 
 
Purchased from SCC
 
$
99,706

 
$
121,532

All other
 
19,404

 
23,646

 
 
$
119,110

 
$
145,178

 
 
 
 
 
NOTE 6: INVESTMENTS
The amortized cost and fair value of securities classified as AFS are summarized below:
(in 000s)
 
 
 
Amortized
Cost

 
Gross
Unrealized
Gains

 
Gross
Unrealized
Losses

 
Fair Value

As of October 31, 2014:
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
$
371,297

 
$
9,783

 
$

 
$
381,080

Municipal bonds
 
4,091

 
151

 

 
4,242

Common stock
 
5,000

 
532

 

 
5,532

U.S. treasury bills
 
100

 

 

 
100

 
 
$
380,488

 
$
10,466

 
$

 
$
390,954

As of October 31, 2013:
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
465,861

 
4,422

 
(9,348
)
 
460,935

Municipal bonds
 
4,149

 
260

 

 
4,409

 
 
$
470,010

 
$
4,682

 
$
(9,348
)
 
$
465,344

As of April 30, 2014:
 
 
Mortgage-backed securities
 
$
420,697

 
$
2,798

 
$

 
$
423,495

Municipal bonds
 
4,120

 
209

 

 
4,329

 
 
$
424,817

 
$
3,007

 
$

 
$
427,824

 
 
 
 
 
 
 
 
 
Substantially all AFS debt securities held as of October 31, 2014 mature after five years.

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Table of Contents

NOTE 7: GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill of our Tax Services segment for the six months ended October 31, 2014 and 2013 are as follows:
(in 000s)
 
 
 
Goodwill

 
Accumulated Impairment Losses

 
Net

Balances as of April 30, 2014
 
$
468,414

 
$
(32,297
)
 
$
436,117

Acquisitions
 
28,378

 

 
28,378

Disposals and foreign currency changes, net
 
(313
)
 

 
(313
)
Impairments
 

 

 

Balances as of October 31, 2014
 
$
496,479

 
$
(32,297
)
 
$
464,182

 
 
 
 
 
 
 
Balances as of April 30, 2013
 
$
467,079

 
$
(32,297
)
 
$
434,782

Acquisitions
 
9,207

 

 
9,207

Disposals and foreign currency changes, net
 
(1,177
)
 

 
(1,177
)
Impairments
 

 

 

Balances as of October 31, 2013
 
$
475,109

 
$
(32,297
)
 
$
442,812

 
 
 
 
 
 
 
The increase in goodwill resulted from acquired franchisee and competitor businesses during the period.
We test goodwill for impairment annually or more frequently if events occur or circumstances change which would, more likely than not, reduce the fair value of a reporting unit below its carrying value.

12
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Table of Contents

Components of the intangible assets of our Tax Services segment are as follows:
(in 000s)
 
 
 
Gross
Carrying
Amount

 
Accumulated
Amortization

 
Net

As of October 31, 2014:
 
 
 
 
 
 
Reacquired franchise rights
 
$
278,159

 
$
(33,721
)
 
$
244,438

Customer relationships
 
148,407

 
(66,714
)
 
81,693

Internally-developed software
 
110,140

 
(77,925
)
 
32,215

Noncompete agreements
 
28,960

 
(22,774
)
 
6,186

Franchise agreements
 
19,201

 
(7,574
)
 
11,627

Purchased technology
 
54,700

 
(16,814
)
 
37,886

 
 
$
639,567

 
$
(225,522
)
 
$
414,045

As of October 31, 2013:
 
 
 
 
 
 
Reacquired franchise rights
 
$
222,371

 
$
(20,414
)
 
$
201,957

Customer relationships
 
109,237

 
(53,501
)
 
55,736

Internally-developed software
 
98,738

 
(76,517
)
 
22,221

Noncompete agreements
 
23,659

 
(21,898
)
 
1,761

Franchise agreements
 
19,201

 
(6,294
)
 
12,907

Purchased technology
 
14,800

 
(13,169
)
 
1,631

 
 
$
488,006

 
$
(191,793
)
 
$
296,213

As of April 30, 2014:
 
 
 
 
 
 
Reacquired franchise rights
 
$
233,749

 
$
(26,136
)
 
$
207,613

Customer relationships
 
123,110

 
(59,521
)
 
63,589

Internally-developed software
 
101,162

 
(72,598
)
 
28,564

Noncompete agreements
 
24,694

 
(22,223
)
 
2,471

Franchise agreements
 
19,201

 
(6,934
)
 
12,267

Purchased technology
 
54,900

 
(13,782
)
 
41,118

 
 
$
556,816

 
$
(201,194
)
 
$
355,622

 
 
 
 
 
 
 
Amortization of intangible assets for the three and six months ended October 31, 2014 was $13.2 million and $24.5 million, respectively. Amortization of intangible assets for the three and six months ended October 31, 2013 was $6.5 million and $12.6 million, respectively. Estimated amortization of intangible assets for fiscal years 2015, 2016, 2017, 2018 and 2019 is $52.0 million, $48.1 million, $40.6 million, $35.8 million and $31.5 million, respectively.
The increase in intangible assets resulted primarily from acquired franchisee and competitor businesses during the period. The weighted-average life of the acquired assets is as follows:
Assets acquired
 
Weighted-Average Life (in years)
Reacquired franchise rights
 
6
Customer relationships
 
5
Internally-developed software
 
5
Noncompete agreements
 
5
Total
 
6
 
 
 

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Table of Contents

NOTE 8: LONG-TERM DEBT
The components of long-term debt are as follows:
(in 000s)
 
As of
 
October 31, 2014

 
October 31, 2013

 
April 30, 2014

Senior Notes, 5.500%, due November 2022
 
$
497,753

 
$
497,471

 
$
497,612

Senior Notes, 5.125%, due October 2014
 

 
399,765

 
399,882

Capital lease obligation
 
8,607

 
9,345

 
8,980

 
 
506,360

 
906,581

 
906,474

Less: Current portion
 
(772
)
 
(400,503
)
 
(400,637
)
 
 
$
505,588

 
$
506,078

 
$
505,837

 
 
 
 
 
 
 
Our 5.125% Senior Notes with a principal balance of $400 million matured in October 2014 and, utilizing available cash on hand, we repaid them according to their terms.
NOTE 9: FAIR VALUE
FAIR VALUE MEASUREMENT
Assets measured on a recurring basis are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Our investments in AFS securities are carried at fair value on a recurring basis with gains and losses reported as a component of other comprehensive income, except for losses assessed to be other than temporary. Our AFS securities include certain agency and agency-sponsored mortgage-backed securities and municipal bonds. Quoted market prices are not available for these securities, as they are not actively traded and have fewer observable transactions. As a result, we use third-party pricing services to determine fair value and classify the securities as Level 2. The third-party pricing services' models are based on market data and utilize available trade, bid and other market information for similar securities. There were no transfers of AFS securities between hierarchy levels during the six months ended October 31, 2014 and 2013. See note 6 for details of our AFS securities that were remeasured at fair value on a recurring basis during the six months ended October 31, 2014 and 2013 and the unrealized gains or losses on those remeasurements.
The following table presents the assets that were remeasured at fair value on a non-recurring basis during the six months ended October 31, 2014 and 2013 and the losses on those remeasurements:
(dollars in 000s)
 
 
 
Total

 
Level 1

 
Level 2

 
Level 3

 
Losses

As of October 31, 2014:
 
 
 
 
 
 
 
 
 
 
Impaired mortgage loans held for investment
 
$
62,300

 
$

 
$

 
$
62,300

 
$
(1,440
)
As a percentage of total assets
 
2.0
%
 
%
 
%
 
2.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
As of October 31, 2013:
 
 
 
 
 
 
 
 
 
 
Impaired mortgage loans held for investment
 
$
76,148

 
$

 
$

 
$
76,148

 
$
(2,353
)
As a percentage of total assets
 
2.3
%
 
%
 
%
 
2.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
The fair value of impaired mortgage loans held for investment is generally based on the net present value of discounted cash flows for TDR loans or the appraised value of the underlying collateral for all other loans. Impaired and TDR loans are required to be remeasured at least annually, based on HRB Bank's loan policy. These loans are classified as Level 3.
We have established various controls and procedures to ensure that the unobservable inputs used in the fair value measurement of these instruments are appropriate. Appraisals are obtained from certified appraisers and reviewed internally by HRB Bank's asset management group. The inputs and assumptions used in our discounted cash flow model for TDRs are reviewed and approved by HRB Bank management each time the balances are remeasured.

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Table of Contents

Significant changes in fair value from the previous measurement are presented to HRB Bank management for approval. There were no changes to the unobservable inputs used in determining the fair values of our Level 3 financial assets.
The following table presents the quantitative information about our Level 3 fair value measurements, which utilize significant unobservable internally-developed inputs:
(in 000s)
 
 
Fair Value as of October 31, 2014

 
Valuation
Technique
 
Unobservable Input
 
Range
(Weighted Average)
Impaired mortgage loans held for investment – non TDRs
 
$
69,157

 
Collateral-
based
 
Cost to list/sell
Time to sell (months)
Collateral depreciation
Loss severity
 
0% – 190%(9%)
24 (24)
(166%) – 100%(39%)
0% – 100%(61%)
Impaired mortgage loans held for investment – TDRs
 
$
35,964

 
Discounted
cash flow
 
Aged default performance
Loss severity
 
24% – 38%(31%)
0% – 22%(7%)
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and estimated fair values of our financial instruments are as follows:
(in 000s)
 
As of
 
October 31, 2014
 
October 31, 2013
 
April 30, 2014
 
 
Carrying
Amount

 
Estimated
Fair Value

 
Carrying
Amount

 
Estimated
Fair Value

 
Carrying
Amount

 
Estimated
Fair Value

Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
627,490

 
$
627,490

 
$
790,772

 
$
790,772

 
$
2,185,307

 
$
2,185,307

Cash and cash equivalents - restricted
 
55,543

 
55,543

 
47,521

 
47,521

 
115,319

 
115,319

Receivables, net - short-term
 
107,705

 
107,705

 
131,701

 
133,884

 
191,618

 
191,618

Mortgage loans held for investment, net
 
251,092

 
192,411

 
295,907

 
211,690

 
268,428

 
192,281

Investments in AFS securities
 
390,954

 
390,954

 
465,344

 
465,344

 
427,824

 
427,824

Receivables, net - long-term
 
101,805

 
101,805

 
198,597

 
206,481

 
111,795

 
111,795

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Customer banking deposits
 
455,308

 
452,351

 
656,305

 
656,300

 
770,288

 
765,376

Long-term debt
 
506,360

 
550,332

 
906,581

 
947,350

 
906,474

 
955,050

Contingent consideration payments
 
10,555

 
10,555

 
12,454

 
12,454

 
9,206

 
9,206

 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value estimates, methods and assumptions are set forth below. The fair value was not estimated for assets and liabilities that are not considered financial instruments.
Cash and cash equivalents, including restricted - Fair value approximates the carrying amount (Level 1).
Receivables, net - short-term - For short-term balances the carrying values reported in the balance sheet approximate fair market value due to the relative short-term nature of the respective instruments (Level 1).
Mortgage loans held for investment, net - The fair value of mortgage loans held for investment is determined using market pricing sources based on projected future cash flows of each individual asset, and loan characteristics including channel and performance characteristics (Level 3).
Investments in AFS securities - For mortgage-backed securities, we use a third-party pricing service to determine fair value. The service's pricing model is based on market data and utilizes available trade, bid and other market information for similar securities (Level 2). The fair value of our investment in common stock is determined based on quoted market prices (Level 1).
Receivables, net - long-term - The carrying values for the long-term portion of loans to franchisees approximate fair market value due to variable interest rates, low historical delinquency rates and franchise territories serving as collateral (Level 1). Long-term EA receivables are carried at net realizable value which approximates fair value (Level 3). Net realizable value is determined based on historical collection rates.

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Customer banking deposits - The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, checking, money market and savings accounts, is equal to the amount payable on demand (Level 1). The fair value of IRAs and other time deposits is estimated by discounting the future cash flows using the rates currently offered by HRB Bank for products with similar remaining maturities (Level 3).
Long-term debt - The fair value of our Senior Notes is based on quotes from multiple banks (Level 2).
Contingent consideration payments - Fair value approximates the carrying amount (Level 3).
NOTE 10: INCOME TAXES
We file a consolidated federal income tax return in the United States (U.S.) with the Internal Revenue Service (IRS) and file tax returns in various state and foreign jurisdictions. Tax returns are typically examined and settled upon completion of the examination, with tax controversies settled either at the exam level or through the appeals process. The Company's U.S. federal consolidated tax returns for 2011 and 2012 are currently under examination.
We had gross unrecognized tax benefits of $112.9 million, $129.8 million and $111.5 million as of October 31, 2014 and 2013 and April 30, 2014, respectively. The gross unrecognized tax benefits increased $1.4 million and decreased $16.6 million during the six months ended October 31, 2014 and 2013, respectively. The increase in unrecognized tax benefits during the six months ending October 31, 2014 is related to various current year federal and state tax positions offset by benefits from tax positions expiring due to statutes of limitations. We believe it is reasonably possible that the balance of unrecognized tax benefits could decrease by approximately $18 million within the next twelve months. The anticipated decrease is due to the expiration of statutes of limitations and anticipated settlements of federal and state audit issues. The portion of unrecognized benefits expected to be cash settled within the next twelve months amounts to $11.6 million and is included in accrued income taxes on our consolidated balance sheet. The remaining liability for uncertain tax positions is classified as long-term and is included in other noncurrent liabilities in the consolidated balance sheet.
Consistent with prior years, our pretax loss for the six months ended October 31, 2014 is expected to be offset by income in the fourth quarter due to the established pattern of seasonality in our primary business operations. As such, management has determined that it is more-likely-than-not that realization of tax benefits recorded in our financial statements will occur in our fiscal year. The amount of tax benefit recorded reflects management's estimate of the annual effective tax rate applied to the year-to-date loss from continuing operations. Certain discrete tax adjustments are also reflected in income tax expense for the periods presented.
Excluding discrete items, management's estimate of the annualized effective tax rate for the six months ended October 31, 2014 and 2013 was 37.8% and 38.7%, respectively. Our effective tax rate for continuing operations, including the effects of discrete income tax items was 41.0% and 40.6% for the six months ended October 31, 2014 and 2013, respectively. Due to the loss in both periods, a discrete tax benefit in either period increases the tax rate while an item of discrete tax expense decreases the tax rate. During the six months ended October 31, 2014, a net discrete tax benefit of $12.1 million was recorded compared to a net discrete tax benefit of $6.9 million in the same period of the prior year. Virtually all of the $12.1 million current year discrete tax benefit was recorded in the second quarter. This benefit was due largely to tax reserves released resulting from tax positions expiring due to statutes of limitations. Due to the seasonal nature of our business, the effective tax rate through our second quarter may not be indicative of the rate for our full fiscal year.

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NOTE 11: INTEREST INCOME AND INTEREST EXPENSE
The following table shows the components of interest income and expense:
(in 000s)
 
 
 
Three months ended October 31,
 
Six months ended October 31,
 
 
2014

 
2013

 
2014

 
2013

Interest income:
 
 
 
 
 
 
 
 
Mortgage loans, net
 
2,989

 
3,631

 
$
5,967

 
$
7,173

Loans to franchisees
 
1,890

 
2,384

 
3,961

 
4,673

AFS securities
 
2,133

 
2,513

 
4,403

 
4,854

Other
 
2,418

 
2,098

 
4,398

 
5,123

 
 
$
9,430

 
$
10,626

 
$
18,729

 
$
21,823

Interest expense:
 
 
 
 
 
 
 
 
Borrowings
 
$
13,843

 
$
13,801

 
$
27,638

 
$
27,604

Deposits
 
140

 
513

 
285

 
1,156

 
 
$
13,983

 
$
14,314

 
$
27,923

 
$
28,760

 
 
 
 
 
 
 
 
 
The presentation of interest expense from borrowings in the amount of $13.8 million and $27.6 million for the three and six months ended October 31, 2013, respectively, has been restated to correct errors in presentation. We reclassified such interest expense from cost of revenues to a separate caption.
NOTE 12: COMMITMENTS AND CONTINGENCIES
Changes in deferred revenue balances related to our Peace of Mind® (POM) program, the current portion of which is included in accounts payable, accrued expenses and other current liabilities and the long-term portion of which is included in other noncurrent liabilities in the consolidated balance sheets, are as follows:
(in 000s)
 
Six months ended October 31,
 
2014

 
2013

Balance, beginning of the period
 
$
145,237

 
$
146,286

Amounts deferred for new guarantees issued
 
2,104

 
1,840

Revenue recognized on previous deferrals
 
(40,816
)
 
(46,977
)
Balance, end of the period
 
$
106,525

 
$
101,149

 
 
 
 
 
We accrued $10.7 million, $16.7 million and $11.4 million as of October 31, 2014 and 2013 and April 30, 2014, respectively, related to estimated losses under our standard guarantee, which is included with our standard in-office tax preparation services. The current portion of this liability is included in accounts payable, accrued expenses and other current liabilities and the long-term portion is included in other noncurrent liabilities in the consolidated balance sheets.
We have accrued estimated contingent consideration payments totaling $10.6 million, $12.5 million and $9.2 million as of October 31, 2014 and 2013 and April 30, 2014, respectively, related to acquisitions, with the short-term amount recorded in accounts payable, accrued expenses and other current liabilities and the long-term portion included in other noncurrent liabilities. Estimates of contingent payments are typically based on expected financial performance of the acquired business and economic conditions at the time of acquisition. Should actual results differ from our assumptions, future payments made will differ from the above estimate and any differences will be recorded in results from continuing operations.
We have contractual commitments to fund certain franchises with approved revolving lines of credit. Our total obligation under these lines of credit was $81.0 million at October 31, 2014, and net of amounts drawn and outstanding, our remaining commitment to fund totaled $34.5 million.
We maintain compensating balances with certain financial institutions that are creditors in our $1.5 billion unsecured committed line of credit governed by a Credit and Guarantee Agreement (2012 CLOC), which are not legally

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restricted as to withdrawal. We had no material compensating balances as of October 31, 2014. These balances may fluctuate significantly over the course of any fiscal year.
NOTE 13: LITIGATION AND RELATED CONTINGENCIES
We are a defendant in numerous litigation matters, arising both in the ordinary course of business and otherwise, including as described below. The matters described below are not all of the lawsuits to which we are subject. In some of the matters, very large or indeterminate amounts, including punitive damages, are sought. U.S. jurisdictions permit considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding reasonably possible verdicts in the jurisdiction for similar matters. We believe that the monetary relief which may be specified in a lawsuit or a claim bears little relevance to its merits or disposition value due to this variability in pleadings and our experience in litigating or resolving through settlement of numerous claims over an extended period of time.
The outcome of a litigation matter and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.
In addition to litigation matters, we are also subject to claims and other loss contingencies arising out of our business activities, including as described below.
We accrue liabilities for litigation, claims and other loss contingencies and any related settlements (each referred to, individually, as a "matter" and, collectively, as "matters") when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Liabilities have been accrued for a number of the matters noted below. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, we accrue the minimum amount in the range.
For such matters where a loss is believed to be reasonably possible, but not probable, or the loss cannot be reasonably estimated, no accrual has been made. It is possible that such matters could require us to pay damages or make other expenditures or accrue liabilities in amounts that could not be reasonably estimated as of October 31, 2014. While the potential future liabilities could be material in the particular quarterly or annual periods in which they are recorded, based on information currently known, we do not believe any such liabilities are likely to have a material adverse effect on our consolidated financial position, results of operations and cash flows. As of October 31, 2014 and 2013 and April 30, 2014, we accrued liabilities of $10.3 million, $20.6 million and $23.7 million, respectively, for matters other than those described in note 14.
For some matters where a liability has not been accrued, we are able to estimate a reasonably possible loss or range of loss. This estimated range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. Those matters for which an estimate is not reasonably possible are not included within this estimated range. Therefore, this estimated range of reasonably possible loss represents what we believe to be an estimate of reasonably possible loss only for certain matters meeting these criteria. It does not represent our maximum loss exposure. For those matters, and for matters where a liability has been accrued, as of October 31, 2014, we believe the aggregate range of reasonably possible losses in excess of amounts accrued is not material.
For other matters, we are not currently able to estimate the reasonably possible loss or range of loss. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the reasonably possible loss or range of loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by courts on motions or appeals, analysis by experts, or the status of any settlement negotiations.

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On a quarterly and annual basis, we review relevant information with respect to litigation and other loss contingencies and update our accruals, disclosures and estimates of reasonably possible loss or range of loss based on such reviews. Costs incurred with defending matters are expensed as incurred. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.
We believe we have meritorious defenses to the claims asserted in the various matters described in this note, and we intend to defend them vigorously, but there can be no assurances as to their outcomes. In the event of unfavorable outcomes, it could require modifications to our operations; in addition, the amounts that may be required to be paid to discharge or settle the matters could be substantial and could have a material adverse impact on our business and consolidated financial position, results of operations and cash flows.
LITIGATION, CLAIMS, INCLUDING INDEMNIFICATION CLAIMS, OR OTHER LOSS CONTINGENCIES PERTAINING TO DISCONTINUED MORTGAGE OPERATIONS – Although SCC ceased its mortgage loan origination activities in December 2007 and sold its loan servicing business in April 2008, SCC or the Company have been, remain, or may in the future be subject to litigation, claims, including indemnification claims, and other loss contingencies pertaining to SCC's mortgage business activities that occurred prior to such termination and sale. These contingencies, claims and lawsuits include actions by regulators, third parties seeking indemnification, including depositors and underwriters, individual plaintiffs, and cases in which plaintiffs seek to represent a class of others alleged to be similarly situated. Among other things, these contingencies, claims and lawsuits allege or may allege discriminatory or unfair and deceptive loan origination and servicing (including debt collection, foreclosure and eviction) practices, other common law torts, rights to indemnification and contribution, breach of contract, violations of securities laws and a variety of federal statutes, including the Truth in Lending Act (TILA), Equal Credit Opportunity Act, Fair Housing Act, Real Estate Settlement Procedures Act (RESPA), Home Ownership & Equity Protection Act (HOEPA), as well as similar state statutes. Given the impact of the financial crisis on the non-prime mortgage environment, the aggregate volume of these matters is substantial although it is difficult to predict either the likelihood of new matters being initiated or the outcome of existing matters. In many of these matters, including certain of the lawsuits and claims described below, it is not possible to estimate a reasonably possible loss or range of loss due to, among other things, the inherent uncertainties involved in these matters, some of which are beyond the Company's control, and the indeterminate damages sought in some of these matters.
On October 15, 2010, the Federal Home Loan Bank of Chicago (FHLB-Chicago) filed a lawsuit in the Circuit Court of Cook County, Illinois (Case No. 10CH45033) styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation, et al. against multiple defendants, including various SCC-related entities, H&R Block, Inc. and other entities, arising out of FHLB-Chicago's purchase of residential mortgage-backed securities (RMBSs). The plaintiff seeks rescission and damages under state securities law and for common law negligent misrepresentation in connection with its purchase of two securities collateralized by loans originated and securitized by SCC. These two securities had a total initial principal amount of approximately $50 million, of which approximately $34 million remains outstanding. The plaintiff agreed to voluntarily dismiss H&R Block, Inc. from the suit. The remaining defendants, including SCC, filed motions to dismiss, which the court denied. The defendants moved for leave to appeal and the circuit court denied the motion. A portion of our loss contingency accrual is related to this matter for the amount of loss that we consider probable and reasonably estimable.
On May 31, 2012, a lawsuit was filed by Homeward Residential, Inc. (Homeward) in the Supreme Court of the State of New York, County of New York, against SCC styled Homeward Residential, Inc. v. Sand Canyon Corporation (Index No. 651885/2012). SCC removed the case to the United States District Court for the Southern District of New York on June 28, 2012 (Case No. 12-cv-5067). The plaintiff, in its capacity as the master servicer for Option One Mortgage Loan Trust 2006-2 and for the benefit of the trustee and the certificate holders of such trust, asserts claims for breach of contract, anticipatory breach, indemnity and declaratory judgment in connection with alleged losses incurred as a result of the breach of representations and warranties relating to SCC and to loans sold to the trust. The plaintiff seeks specific performance of alleged repurchase obligations or damages to compensate the trust and its certificate holders for alleged actual and anticipated losses, as well as a repurchase of all loans due to alleged misrepresentations by SCC as to itself and as to the loans' compliance with its underwriting standards and the value of underlying real estate. In response to a motion filed by SCC, the court dismissed the plaintiff's claims for breach of the duty to cure or repurchase, anticipatory breach, indemnity, and declaratory judgment. The case is proceeding on the remaining claims. We have not concluded that a loss related to this matter is probable, nor have we accrued a liability related to this matter.

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On September 28, 2012, a second lawsuit was filed by Homeward in the District Court for the Southern District of New York against SCC styled Homeward Residential, Inc. v. Sand Canyon Corporation (Case No. 12-cv-7319). The plaintiff, in its capacity as the master servicer for Option One Mortgage Loan Trust 2006-3 and for the benefit of the trustee and the certificate holders of such trust, asserts claims for breach of contract and indemnity in connection with losses allegedly incurred as a result of the breach of representations and warranties relating to 96 loans sold to the trust. The plaintiff seeks specific performance of alleged repurchase obligations or damages to compensate the trust and its certificate holders for alleged actual and anticipated losses. In response to a motion filed by SCC, the court dismissed the plaintiff's claims for breach of the duty to cure and repurchase and for indemnification of its costs associated with the litigation. The case is proceeding on the remaining claims. We have not concluded that a loss related to this matter is probable, nor have we accrued a liability related to this matter.
On April 5, 2013, a third lawsuit was filed by Homeward in the District Court for the Southern District of New York against SCC. The suit, styled Homeward Residential, Inc. v. Sand Canyon Corporation (Case No. 13-cv-2107), was filed as a related matter to the September 2012 Homeward suit mentioned above. In this April 2013 lawsuit, the plaintiff, in its capacity as the master servicer for Option One Mortgage Loan Trust 2007-4 and for the benefit of the trustee and the certificate holders of such trust, asserts claims for breach of contract and indemnity in connection with losses allegedly incurred as a result of the breach of representations and warranties relating to 159 loans sold to the trust. The plaintiff seeks specific performance of alleged repurchase obligations or damages to compensate the trust and its certificate holders for alleged actual and anticipated losses. In response to a motion filed by SCC, the court dismissed the plaintiff's claims for breach of the duty to cure and repurchase and for indemnification of its costs associated with the litigation. The case is proceeding on the remaining claims. We have not concluded that a loss related to this matter is probable, nor have we accrued a liability related to this matter.
Underwriters and depositors are, or have been, involved in multiple lawsuits related to securitization transactions in which SCC participated. These lawsuits allege or alleged a variety of claims, including violations of federal and state securities laws and common law fraud, based on alleged materially inaccurate or misleading disclosures. Based on information currently available to SCC, it believes that the 19 lawsuits in which SCC received notice of a claim for indemnification of losses and expenses, involved 38 securitization transactions with original investments of approximately $14 billion (of which the outstanding principal amount is approximately $4 billion). Because SCC has not been a party to these lawsuits (with the exception of the Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation case discussed above) and has not had control of this litigation or any settlements thereof, SCC does not have precise information about the amount of damages or other remedies being asserted, the defenses to the claims in such lawsuits or the terms of any settlements of such lawsuits. SCC therefore cannot reasonably estimate the amount of potential losses or associated fees and expenses that may be incurred in connection with such lawsuits, which may be material. Additional lawsuits against the underwriters or depositors may be filed in the future, and SCC may receive additional notices of claims for indemnification from underwriters or depositors with respect to existing or new lawsuits or settlements of such lawsuits. Certain of the notices received included, and future notices may include, a reservation of rights that encompasses a right of contribution which may become operative if indemnification is unavailable or insufficient to cover all of the losses and expenses involved. We have not concluded that a loss related to any of these indemnification claims is probable, nor have we accrued a liability related to any of these claims.
LITIGATION, CLAIMS OR OTHER LOSS CONTINGENCIES PERTAINING TO CONTINUING OPERATIONS
RAL and RAC Litigation. A series of putative class action lawsuits were filed against us in various federal courts beginning on November 17, 2011 concerning the refund anticipation loan (RAL) and refund anticipation check (RAC) products. The plaintiffs generally allege we engaged in unfair, deceptive or fraudulent acts in violation of various state consumer protection laws by facilitating RALs that were accompanied by allegedly inaccurate TILA disclosures, and by offering RACs without any TILA disclosures. Certain plaintiffs also allege violation of disclosure requirements of various state statutes expressly governing RALs and provisions of those statutes prohibiting tax preparers from charging or retaining certain fees. Collectively, the plaintiffs seek to represent clients who purchased RAL or RAC products in up to forty-two states and the District of Columbia during timeframes ranging from 2007 to the present. The plaintiffs seek equitable relief, disgorgement of profits, compensatory and statutory damages, restitution, civil penalties, attorneys' fees and costs. These cases were consolidated by the Judicial Panel on Multidistrict Litigation into a single proceeding in the United States District Court for the Northern District of Illinois for coordinated pretrial proceedings, styled IN RE: H&R Block Refund Anticipation Loan Litigation (MDL No. 2373/No: 1:12-CV-02973-JBG ). On July 23, 2014, the MDL court granted our motion to compel arbitration of the claims of the named plaintiffs and stayed the

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cases pending arbitration. The MDL court subsequently certified its July 23 order for interlocutory appeal. On October 16, 2014, Plaintiffs filed a petition for permission to appeal with the Seventh Circuit Court of Appeals, which remains pending. We have not concluded that a loss related to this matter is probable, nor have we accrued a loss contingency related to this matter.
Compliance Fee Litigation. On April 16, 2012, a putative class action lawsuit was filed against us in the Circuit Court of Jackson County, Missouri styled Manuel H. Lopez III v. H&R Block, Inc., et al. (Case # 1216CV12290) concerning a compliance fee charged to retail tax clients in the 2011 and 2012 tax seasons. The plaintiff seeks to represent all Missouri citizens who were charged the compliance fee, and asserts claims of violation of the Missouri Merchandising Practices Act, money had and received, and unjust enrichment. We filed a motion to compel arbitration of the 2011 claims. The court denied the motion. We filed an appeal. On May 6, 2014, the Missouri Court of Appeals, Western District, reversed the ruling of the trial court and remanded the case for further consideration of the motion. We have not concluded that a loss related to this matter is probable, nor have we accrued a loss contingency related to this matter.
On April 19, 2012, a putative class action lawsuit was filed against us in the United States District Court for the Western District of Missouri styled Ronald Perras v. H&R Block, Inc., et al. (Case No. 4:12-cv-00450-DGK) concerning a compliance fee charged to retail tax clients in the 2011 and 2012 tax seasons. The plaintiff seeks to represent all persons nationwide (excluding citizens of Missouri) who were charged the compliance fee, and asserts claims of violation of various state consumer laws, money had and received, and unjust enrichment. In November 2013, the court compelled arbitration of the 2011 claims and stayed all proceedings with respect to those claims. On June 20, 2014, the court denied class certification of the remaining 2012 claims. Plaintiff filed an appeal of the denial of class certification to the Eighth Circuit Court of Appeals, which remains pending. We have not concluded that a loss related to this matter is probable, nor have we accrued a loss contingency related to this matter.
Form 8863 Litigation. A series of putative class action lawsuits were filed against us in various federal courts and one state court beginning on March 13, 2013. Taken together, the plaintiffs in these lawsuits purport to represent certain clients nationwide who filed Form 8863 during tax season 2013 through an H&R Block office or using H&R Block At Home® online tax services or tax preparation software, and allege breach of contract, negligence and violation of state consumer laws in connection with transmission of the form. The plaintiffs seek damages, pre-judgment interest, attorneys' fees and costs. In August 2013, the plaintiff in the state court action voluntarily dismissed her case without prejudice. On October 10, 2013, the Judicial Panel on Multidistrict Litigation granted our petition to consolidate the remaining federal lawsuits for coordinated pretrial proceedings in the United States District Court for the Western District of Missouri in a proceeding styled IN RE: H&R BLOCK IRS FORM 8863 LITIGATION (MDL No. 2474/Case No. 4:13-MD-02474-FJG). On July 11, 2014, the MDL court granted our motion to compel arbitration for those named plaintiffs who agreed to arbitrate their claims. Plaintiffs filed a consolidated class action complaint in October 2014. We filed a motion to strike class allegations in the consolidated complaint relating to clients who agreed to arbitration, which remains pending. We have not concluded that a loss related to this matter is probable, nor have we accrued a liability related to this matter.
LITIGATION, CLAIMS AND OTHER LOSS CONTINGENCIES PERTAINING TO OTHER DISCONTINUED OPERATIONS
Express IRA Litigation. On January 2, 2008, the Mississippi Attorney General in the Chancery Court of Hinds County, Mississippi First Judicial District (Case No. G 2008 6 S 2) filed a lawsuit regarding our former Express IRA product that is styled Jim Hood, Attorney for the State of Mississippi v. H&R Block, Inc., H&R Block Financial Advisors, Inc., et al. The complaint alleges fraudulent business practices, deceptive acts and practices, common law fraud and breach of fiduciary duty with respect to the sale of the product in Mississippi and seeks equitable relief, disgorgement of profits, damages and restitution, civil penalties and punitive damages.
Although we sold H&R Block Financial Advisors, Inc. (HRBFA) effective November 1, 2008, we remain responsible for any liabilities relating to the Express IRA litigation, among other things, through an indemnification agreement. A portion of our accrual is related to these indemnity obligations.
RSM McGladrey and Related Businesses. On April 17, 2009, a shareholder derivative complaint was filed by Brian Menezes, derivatively and on behalf of nominal defendant International Textile Group, Inc. against McGladrey Capital Markets LLC (MCM) and others in the Court of Common Pleas, Greenville County, South Carolina (C.A. No. 2009-CP-23-3346) styled Brian P. Menezes, Derivatively on Behalf of Nominal Defendant, International Textile Group, Inc.

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(f/k/a Safety Components International, Inc.) v. McGladrey Capital Markets, LLC (f/k/a RSM EquiCo Capital Markets, LLC), et al. The plaintiffs filed an amended complaint in October 2011 styled In re International Textile Group Merger Litigation, adding a putative class action claim. The plaintiffs allege claims of aiding and abetting, civil conspiracy, gross negligence and breach of fiduciary duty against MCM in connection with a fairness opinion MCM provided to the Special Committee of Safety Components International, Inc. (SCI) in 2006 regarding the merger between International Textile Group, Inc. and SCI. The plaintiffs seek actual and punitive damages, pre-judgment interest, attorneys' fees and costs. On February 8, 2012, the court dismissed the plaintiffs' civil conspiracy claim against all defendants. A class was certified on the remaining claims on November 20, 2012. The court granted summary judgment in favor of MCM on June 3, 2013 on the breach of fiduciary duty claim. To avoid the cost and inherent risk associated with litigation, the parties signed a memorandum of understanding to resolve the case, which was subject to approval by the court. The court granted preliminary approval of the settlement on February 19, 2014 and final approval on September 2, 2014. We previously recorded a liability for our estimate of the expected loss. The amount we paid under the settlement did not exceed the amount we previously accrued.
In connection with the sale of RSM McGladrey, Inc. (RSM) and MCM, we indemnified the buyers against certain litigation matters. The indemnities are not subject to a stated term or limit. A portion of our accrual is related to these indemnity obligations.
OTHER – We are from time to time a party to litigation, claims and other loss contingencies not discussed herein arising out of our business operations. These matters may include actions by state attorneys general, other state regulators, federal regulators, individual plaintiffs, and cases in which plaintiffs seek to represent a class of others similarly situated.
While we cannot provide assurance that we will ultimately prevail in each instance, we believe the amount, if any, we are required to pay to discharge or settle these other matters will not have a material adverse impact on our business or our consolidated financial position, results of operations and cash flows.
We believe we have meritorious defenses to the claims asserted in the various matters described in this note, and we intend to defend them vigorously. The amounts claimed in the matters are substantial, however, and there can be no assurances as to their outcomes. In the event of unfavorable outcomes, it could require modifications to our operations; in addition, the amounts that may be required to be paid to discharge or settle the matters could be substantial and could have a material adverse impact on our consolidated financial position, results of operations and cash flows.
NOTE 14: LOSS CONTINGENCIES ARISING FROM REPRESENTATIONS AND WARRANTIES OF OUR DISCONTINUED MORTGAGE OPERATIONS
SCC ceased originating mortgage loans in December 2007 and, in April 2008, sold its servicing assets and discontinued its remaining operations.
Mortgage loans originated by SCC were sold either as whole loans to single third-party buyers, who generally securitized such loans, or in the form of RMBSs. In connection with the sale of loans and/or RMBSs, SCC made certain representations and warranties. These representations and warranties varied based on the nature of the transaction and the buyer's or insurer's requirements, but generally pertained to the ownership of the loan, the validity of the lien securing the loan, borrower fraud, the loan's compliance with the criteria for inclusion in the transaction, including compliance with SCC's underwriting standards or loan criteria established by the buyer, ability to deliver required documentation, and compliance with applicable laws. Representations and warranties related to borrower fraud in whole loan sale transactions to institutional investors, which were generally securitized by such investors, represented approximately 68% of the disposal of loans originated in calendar years 2005, 2006 and 2007, included a "knowledge qualifier" limiting SCC's liability to those instances where SCC had knowledge of the fraud at the time the loans were sold. Representations and warranties made in other sale transactions effectively did not include a knowledge qualifier as to borrower fraud. SCC believes it would have an obligation to repurchase a loan only if it breached a representation and warranty and such breach materially and adversely affects the value of the mortgage loan or certificate holder's interest in the mortgage loan. SCC also would assert that it has no liability for the failure to repurchase any mortgage loan that has been liquidated prior to a repurchase demand, although there is conflicting case law on the liquidated loan defense issue. These decisions are from lower courts, are inconsistent in their analysis and receptivity to this

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defense, and are subject to appeal. Such claims together with any settlement arrangements related to these losses are collectively referred to as "representation and warranty claims."
Representation and warranty claims received by SCC have primarily related to alleged breaches of representations and warranties related to a loan's compliance with the underwriting standards established by SCC at origination and borrower fraud for loans originated in calendar years 2006 and 2007. SCC has received claims representing an original principal amount of $2.1 billion since May 1, 2008, of which $1.8 billion were received prior to fiscal year 2013.
SETTLEMENT ACTIONS SCC has entered into tolling agreements with the counterparties that have made and are expected to assert a significant majority of previously denied and possible future representation and warranty claims. These tolling agreements toll the running of any applicable statute of limitations related to potential lawsuits regarding representation and warranty claims and other claims against SCC.
Beginning in the fourth quarter of fiscal year 2013 and continuing through the second quarter of fiscal year 2015, SCC has been engaged in discussions with these counterparties regarding the bulk settlement of previously denied and potential future claims. Based on settlement discussions with these counterparties, SCC believes a bulk settlement approach, rather than the loan-by-loan resolution process, will be needed to resolve all of the representation and warranty and other claims that are the subject of these discussions. On December 5, 2014, SCC entered into a settlement agreement to resolve certain of these claims. The amount to be paid under the settlement agreement is fully covered by prior accruals. In the event that the ongoing efforts to settle are not successful, SCC believes claim volumes may increase or litigation may result.
SCC will continue to vigorously contest any request for repurchase when it has concluded that a valid basis for repurchase does not exist. SCC's decision whether to engage in bulk settlement discussions is based on factors that vary by counterparty or type of counterparty and include the considerations used by SCC in determining its loss estimate, described below under "Liability for Estimated Contingent Losses."
LIABILITY FOR ESTIMATED CONTINGENT LOSSES SCC accrues a liability for losses related to representation and warranty claims when those losses are believed to be both probable and reasonably estimable. Development of loss estimates is subject to a high degree of management judgment and estimates may vary significantly period to period. SCC's loss estimate as of October 31, 2014 is based on the best information currently available, significant management judgment, and a number of factors that are subject to change, including developments in case law and the factors mentioned below. These factors include the terms of prior bulk settlements, the terms expected to result from ongoing bulk settlement discussions, and an assessment of, among other things, historical claim results, threatened claims, terms and provisions of related agreements, counterparty willingness to pursue a settlement, legal standing of counterparties to provide a comprehensive settlement, bulk settlement methodologies used and publicly disclosed by other market participants, the potential pro-rata realization of the claims as compared to all claims and other relevant facts and circumstances when developing its estimate of probable loss. SCC believes that the most significant of these factors are the terms expected to result from ongoing bulk settlement discussions, which have been primarily influenced by the bulk settlement methodologies used and publicly disclosed by other market participants and the anticipated pro-rata realization of the claims of particular counterparties as compared to the anticipated realization if all claims and litigation were resolved together with payment of SCC's related administration and legal expense. Changes in any one of the factors mentioned above could significantly impact the estimate.
The liability is included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets. A rollforward of SCC's accrued liability for these loss contingencies is as follows:
(in 000s)
 
Six months ended October 31,
 
2014

 
2013

Balance, beginning of the period
 
$
183,765

 
$
158,765

Provisions
 
10,000

 

Payments
 

 

Balance, end of the period
 
$
193,765

 
$
158,765

 
 
 
 
 
In December 2013, a decision by the New York intermediate appellate court, ACE Securities Corp. v. DB Structured Products, Inc., held that, under New York law, which governs many RMBS transactions into which SCC entered, the

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six-year statute of limitations starts to run at the time the representations and warranties are made, not the date when the repurchase demand was denied. That decision has been applied by the state and federal courts in several RMBS lawsuits not involving SCC, resulting in the dismissal of claims involving representations and warranties made more than six years prior to the initiation of the lawsuit. Unless overturned by New York's highest appellate court, which has taken the case for review, this decision would apply to claims and lawsuits brought against SCC where New York law governs. However, this decision would not affect representation and warranty claims and lawsuits SCC has received or may receive, for example, where the statute of limitations has been tolled by agreement or a suit was timely filed. In addition, if the ACE decision is overturned, it could result in representation and warranty claims being asserted that were previously thought to be time-barred. It is also possible that in response to the statute of limitations rulings, parties seeking to pursue representation and warranty claims or lawsuits with respect to trusts where the statute of limitations for representation and warranty claims against the originator has run, may pursue alternate legal theories of recovery or assert claims against other contractual parties. SCC has not accrued liabilities for claims not subject to a tolling arrangement or not asserted prior to the expiration of the applicable statute of limitations. The impact on SCC, if any, of the ACE decision being overturned or from alternative legal theories or assertions is unclear.
SCC is taking the legal position, where appropriate, for both contractual representation and warranty claims and similar claims in litigation, that a valid representation and warranty claim cannot be made with respect to a mortgage loan that has been liquidated. There is conflicting case law on this issue. These decisions are from lower courts, are inconsistent in their analysis and receptivity to this defense, and are subject to appeal. It is anticipated that the liquidated mortgage loan defense will be the subject of future judicial decisions. In the event the liquidated loan defense is further clarified by the courts or other developments occur, the liquidated loan defense may be a factor in SCC's estimated accrual for representation and warranty claims where such defense may be applicable.
SCC believes it is reasonably possible that future representation and warranty losses may vary from amounts accrued for these exposures. SCC currently believes the aggregate range of reasonably possible losses in excess of amounts accrued is not material. This estimated range is based on the best information currently available, significant management judgment and a number of factors that are subject to change, including developments in case law and the factors mentioned above. The actual loss that may be incurred could differ materially from our accrual or the estimate of reasonably possible losses.
As described more fully in note 13, losses may also be incurred with respect to various indemnification claims by underwriters and depositors in securitization transactions in which SCC participated. Losses from these indemnification claims are frequently not subject to a stated term or limit. We have not concluded that a loss related to any of these indemnification claims is probable, have not accrued a liability for these claims and are not able to estimate a reasonably possible loss or range of loss for these claims. Accordingly, neither the accrued liability described above totaling $193.8 million, nor the estimated range of reasonably possible losses in excess of the amount accrued described above, includes any possible losses which may arise from these indemnification claims. There can be no assurances as to the outcome or impact of these indemnification claims. In the event of unfavorable outcomes on these claims, the amount required to discharge or settle them could be substantial and could have a material adverse impact on our business and our consolidated financial position, results of operations and cash flows.
If the amount that SCC is ultimately required to pay with respect to claims and litigation related to its past sales and securitizations of mortgage loans, together with payment of SCC's related administration and legal expense, exceeds SCC's net assets, the creditors of SCC, or a bankruptcy trustee if SCC were to file or be forced into bankruptcy, may attempt to assert claims against us for payment of SCC's obligations. SCC's principal assets, as of October 31, 2014, total approximately $520 million and consist primarily of an intercompany note receivable and a deferred tax asset. We believe our legal position is strong on any potential corporate veil-piercing arguments; however, if this position is challenged and not upheld, it could have a material adverse effect on our business and our consolidated financial position, results of operations and cash flows.

24
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NOTE 15: REGULATORY CAPITAL REQUIREMENTS
The following table sets forth HRB Bank's regulatory capital requirements calculated in its Call Report, as filed with the Federal Financial Institutions Examination Council (FFIEC):
(dollars in 000s)
 
 
 
Actual
 
Minimum
Capital Requirement
 
 
Minimum to be
Well Capitalized
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
 
Amount
 
Ratio
As of September 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital ratio (1)
 
$
595,148

 
199.4
%
 
$
23,877

 
8.0
%
 
 
$
29,846

 
10.0
%
Tier 1 risk-based capital ratio (2)
 
591,293

 
198.1
%
 
N/A

 
N/A

 
 
17,908

 
6.0
%
Tier 1 capital ratio (leverage) (3)
 
591,293

 
54.3
%
 
130,689

 
12.0
%
(5) 
 
54,454

 
5.0
%
Tangible equity ratio (4)
 
591,293

 
54.3
%
 
16,336

 
1.5
%
 
 
N/A

 
N/A

As of September 30, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital ratio (1)
 
$
506,449

 
140.0
%
 
$
28,950

 
8.0
%
 
 
$
36,188

 
10.0
%
Tier 1 risk-based capital ratio (2)
 
501,720

 
138.6
%
 
N/A

 
N/A

 
 
21,713

 
6.0
%
Tier 1 capital ratio (leverage) (3)
 
501,720

 
40.4
%
 
148,869

 
12.0
%
(5) 
 
62,029

 
5.0
%
Tangible equity ratio (4)
 
501,720

 
40.4
%
 
18,609

 
1.5
%
 
 
N/A

 
N/A

As of March 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital ratio (1)
 
$
563,899

 
168.5
%
 
$
26,771

 
8.0
%
 
 
$
33,464

 
10.0
%
Tier 1 risk-based capital ratio (2)
 
559,572

 
167.2
%
 
N/A

 
N/A

 
 
20,079

 
6.0
%
Tier 1 capital ratio (leverage) (3)
 
559,572

 
32.1
%
 
209,041

 
12.0
%
(5) 
 
87,101

 
5.0
%
Tangible equity ratio (4)
 
559,572

 
32.1
%
 
26,130

 
1.5
%
 
 
N/A

 
N/A

(1) 
Total risk-based capital divided by risk-weighted assets.
(2) 
Tier 1 (core) capital less deduction for low-level recourse and residual interest divided by risk-weighted assets.
(3) 
Tier 1 (core) capital divided by adjusted total assets.
(4) 
Tangible capital divided by tangible assets.
(5) 
Effective April 5, 2012, the minimum capital requirement was changed to 4% by the OCC, although HRB Bank plans to maintain a minimum of 12.0% leverage capital at the end of each calendar quarter.
Quantitative measures established by regulation to ensure capital adequacy require HRB Bank to maintain minimum amounts and ratios of tangible equity, total risk-based capital and Tier 1 capital, as set forth in the table above. As of October 31, 2014, HRB Bank's leverage ratio was 53.8%.
NOTE 16: SEGMENT INFORMATION
Results of our continuing operations by reportable segment are as follows:
(in 000s)
 
 
 
Three months ended October 31,
 
Six months ended October 31,
 
 
2014

 
2013

 
2014

 
2013

REVENUES :
 
 
 
 
 
 
 
 
Tax Services
 
$
128,683

 
$
128,040

 
$
257,763

 
$
249,731

Corporate and eliminations
 
5,945

 
6,300

 
10,451

 
11,804

 
 
$
134,628

 
$
134,340

 
$
268,214

 
$
261,535

LOSS FROM CONTINUING OPERATIONS BEFORE TAXES :
 
 
 
 
 
 
 
 
Tax Services
 
$
(176,642
)
 
$
(159,314
)
 
$
(327,202
)
 
$
(303,708
)
Corporate and eliminations
 
(23,931
)
 
(20,048
)
 
(49,187
)
 
(60,148
)
 
 
$
(200,573
)
 
$
(179,362
)
 
$
(376,389
)
 
$
(363,856
)
 
 
 
 
 
 


 



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NOTE 17: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Block Financial is a 100% owned subsidiary of the Company. Block Financial is the Issuer and the Company is the full and unconditional Guarantor of the Senior Notes issued on October 25, 2012, our 2012 CLOC, and other indebtedness issued from time to time. 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 stockholders' equity and other intercompany balances and transactions.
Certain amounts included in the following statements of operations for the three and six months ended October 31, 2013, the statements of cash flows for the six months ended October 31, 2013, and the balance sheet as of October 31, 2013 have been restated to correct errors in presentation. The statements of operations have been corrected to properly reflect equity earnings in subsidiaries of H&R Block, Inc. (Guarantor) in "Other income (expense), net" to include income taxes and discontinued operations which were previously shown on separate lines. The balance sheet has been corrected to properly reflect a classified balance sheet and to show the investment in Block Financial by Other Subsidiaries. The statements of cash flows have been corrected to properly reflect intercompany borrowings and payments as either investing or financing activities, as appropriate. These restatements impacted disclosures required by this note, but had no impact on the consolidated financial statements as of and for the three and six months ended October 31, 2013.
Additionally, as discussed in note 11, the presentation of interest expense on borrowings for the three and six months ended October 31, 2013 has been restated to correct errors in presentation. We reclassified such interest expense from cost of revenues to a separate caption.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
(in 000s)

Three months ended October 31, 2014
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Total revenues
 
$

 
$
20,891

 
$
113,747

 
$
(10
)
 
$
134,628

Cost of revenues
 

 
10,851

 
210,854

 
(8
)
 
221,697

Selling, general and administrative
 

 
5,854

 
91,527

 
(2
)
 
97,379

Total operating expenses
 

 
16,705

 
302,381

 
(10
)
 
319,076

Other income (expense), net
 
(114,653
)
 
2,232

 
(18,005
)
 
128,144

 
(2,282
)
Interest expense on borrowings
 

 
13,742

 
101

 

 
13,843

Loss from continuing operations before tax benefit
 
(114,653
)
 
(7,324
)
 
(206,740
)
 
128,144

 
(200,573
)
Income tax benefit
 
(2,655
)
 
(7,020
)
 
(77,671
)
 

 
(87,346
)
Net loss from continuing operations
 
(111,998
)
 
(304
)
 
(129,069
)
 
128,144

 
(113,227
)
Net income (loss) from discontinued operations
 

 
(1,634
)
 
2,863

 

 
1,229

Net loss
 
(111,998
)
 
(1,938
)
 
(126,206
)
 
128,144

 
(111,998
)
Other comprehensive income
 
1,094

 
4,382

 
1,094

 
(5,476
)
 
1,094

Comprehensive income (loss)
 
$
(110,904
)
 
$
2,444

 
$
(125,112
)
 
$
122,668

 
$
(110,904
)
 
 
 
 
 
 
 
 
 
 
 

26
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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
(in 000s)

Three months ended October 31, 2013
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Total revenues
 
$

 
$
21,170

 
$
113,204

 
$
(34
)
 
$
134,340

Cost of revenues
 

 
13,240

 
193,857

 
(34
)
 
207,063

Selling, general and administrative
 

 
1,369

 
92,723

 

 
94,092

Total operating expenses
 

 
14,609

 
286,580

 
(34
)
 
301,155

Other income (expense), net (1)
 
(104,943
)
 
1,662

 
(408
)
 
104,943

 
1,254

Interest expense on borrowings (1)
 

 
13,692

 
109

 

 
13,801

Loss from continuing operations before tax benefit
 
(104,943
)
 
(5,469
)
 
(173,893
)
 
104,943

 
(179,362
)
Income tax benefit (1)
 

 
(2,203
)
 
(74,144
)
 

 
(76,347
)
Net loss from continuing operations
 
(104,943
)
 
(3,266
)
 
(99,749
)
 
104,943

 
(103,015
)
Net loss from discontinued operations (1)
 

 
(1,553
)
 
(375
)
 

 
(1,928
)
Net loss
 
(104,943
)
 
(4,819
)
 
(100,124
)
 
104,943

 
(104,943
)
Other comprehensive income
 
1,720

 
1,108

 
612

 
(1,720
)
 
1,720

Comprehensive loss
 
$
(103,223
)
 
$
(3,711
)
 
$
(99,512
)
 
$
103,223

 
$
(103,223
)
 
 
 
 
 
 
 
 
 
 
 
(1) 
Amounts have been restated, including the presentation of interest expense on borrowings, and equity in earnings of subsidiaries net of income taxes and discontinued operations.
Six months ended October 31, 2014
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Total revenues
 
$

 
$
44,751

 
$
223,556

 
$
(93
)
 
$
268,214

Cost of revenues
 

 
22,658

 
396,853

 
(88
)
 
419,423

Selling, general and administrative
 

 
9,197

 
185,387

 
(5
)
 
194,579

Total operating expenses
 

 
31,855

 
582,240

 
(93
)
 
614,002

Other income (expense), net
 
(233,646
)
 
1,396

 
(19,076
)
 
248,363

 
(2,963
)
Interest expense on borrowings
 

 
27,436

 
202

 

 
27,638

Loss from continuing operations before tax benefit
 
(233,646
)
 
(13,144
)
 
(377,962
)
 
248,363

 
(376,389
)
Income tax benefit
 
(5,416
)
 
(9,663
)
 
(139,232
)
 

 
(154,311
)
Net loss from continuing operations
 
(228,230
)
 
(3,481
)
 
(238,730
)
 
248,363

 
(222,078
)
Net income (loss) from discontinued operations
 

 
(8,843
)
 
2,691

 

 
(6,152
)
Net loss
 
(228,230
)
 
(12,324
)
 
(236,039
)
 
248,363

 
(228,230
)
Other comprehensive income
 
1,400

 
4,261

 
1,400

 
(5,661
)
 
1,400

Comprehensive loss
 
$
(226,830
)
 
$
(8,063
)
 
$
(234,639
)
 
$
242,702

 
$
(226,830
)
 
 
 
 
 
 
 
 
 
 
 

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 
(in 000s)

Six months ended October 31, 2013
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Total revenues
 
$

 
$
48,385

 
$
213,340

 
$
(190
)
 
$
261,535

Cost of revenues
 

 
38,906

 
364,597

 
(190
)
 
403,313

Selling, general and administrative
 

 
15,407

 
175,382

 

 
190,789

Total operating expenses
 

 
54,313

 
539,979

 
(190
)
 
594,102

Other income (expense), net (1)
 
(220,130
)
 
1,706

 
(5,391
)
 
220,130

 
(3,685
)
Interest expense on borrowings (1)
 

 
27,385

 
219

 

 
27,604

Loss from continuing operations before tax benefit
 
(220,130
)
 
(31,607
)
 
(332,249
)
 
220,130

 
(363,856
)
Income tax benefit (1)
 

 
(11,601
)
 
(135,970
)
 

 
(147,571
)
Net loss from continuing operations
 
(220,130
)
 
(20,006
)
 
(196,279
)
 
220,130

 
(216,285
)
Net loss from discontinued operations (1)
 

 
(2,716
)
 
(1,129
)
 

 
(3,845
)
Net loss
 
(220,130
)
 
(22,722
)
 
(197,408
)
 
220,130

 
(220,130
)
Other comprehensive loss
 
(9,087
)
 
(6,616
)
 
(2,471
)
 
9,087

 
(9,087
)
Comprehensive loss
 
$
(229,217
)
 
$
(29,338
)
 
$
(199,879
)
 
$
229,217

 
$
(229,217
)
 
 
 
 
 
 
 
 
 
 
 
(1) 
Amounts have been restated, including the presentation of interest expense on borrowings, and equity in earnings of subsidiaries net of income taxes and discontinued operations.

28
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CONDENSED CONSOLIDATING BALANCE SHEETS
 
(in 000s)

As of October 31, 2014
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Cash & cash equivalents
 
$

 
$
432,224

 
$
195,540

 
$
(274
)
 
$
627,490

Cash & cash equivalents - restricted
 

 
5,431

 
50,112

 

 
55,543

Receivables, net
 
79

 
84,196

 
23,430

 

 
107,705

Prepaid expenses and other current assets
 

 
113,571

 
171,892

 

 
285,463

Investments in AFS securities
 

 
381,080

 
100

 

 
381,180

Total current assets
 
79

 
1,016,502

 
441,074

 
(274
)
 
1,457,381

Mortgage loans held for investment, net
 

 
251,092

 

 

 
251,092

Investments in AFS securities
 

 

 
9,774

 

 
9,774

Property and equipment, net
 

 
157

 
318,068

 

 
318,225

Intangible assets, net
 

 

 
414,045

 

 
414,045

Goodwill
 

 

 
464,182

 

 
464,182

Investments in subsidiaries
 
675,218

 

 
53,769

 
(728,987
)
 

Amounts due from affiliates
 
565,387

 
10

 
92,974

 
(658,371
)
 

Other assets
 

 
157,472

 
19,119

 

 
176,591

Total assets
 
$
1,240,684

 
$
1,425,233

 
$
1,813,005

 
$
(1,387,632
)
 
$
3,091,290

 
 
 
 
 
 
 
 
 
 
 
Customer banking deposits
 
$

 
$
455,134

 
$

 
$
(274
)
 
$
454,860

Accounts payable, accrued expenses and other current liabilities
 
943

 
229,262

 
206,625

 

 
436,830

Accrued salaries, wages and payroll taxes
 

 
2,197

 
34,018

 

 
36,215

Accrued income taxes
 

 
47,732

 
99,268

 

 
147,000

Current portion of long-term debt
 

 

 
772

 

 
772

Total current liabilities
 
943

 
734,325

 
340,683

 
(274
)
 
1,075,677

Long-term debt
 

 
497,753

 
7,835

 

 
505,588

Other noncurrent liabilities
 

 
47,477

 
223,872

 

 
271,349

Amounts due to affiliates
 
1,065

 
91,909

 
565,397

 
(658,371
)
 

Total liabilities
 
2,008

 
1,371,464

 
1,137,787

 
(658,645
)
 
1,852,614

Stockholders' equity
 
1,238,676

 
53,769

 
675,218

 
(728,987
)
 
1,238,676

Total liabilities and stockholders' equity
 
$
1,240,684

 
$
1,425,233

 
$
1,813,005

 
$
(1,387,632
)
 
$
3,091,290

 
 
 
 
 
 
 
 
 
 
 


H&R Block, Inc. | Q2 FY2015 Form 10-Q
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CONDENSED CONSOLIDATING BALANCE SHEETS
 
(in 000s)

As of October 31, 2013
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Cash & cash equivalents
 
$

 
$
389,915

 
$
401,303

 
$
(446
)
 
$
790,772

Cash & cash equivalents - restricted
 

 
6,795

 
40,726

 

 
47,521

Receivables, net
 

 
99,867

 
31,834

 

 
131,701

Prepaid expenses and other current assets
 

 
14,543

 
217,662

 
(6,545
)
 
225,660

Total current assets
 

 
511,120

 
691,525

 
(6,991
)
 
1,195,654

Mortgage loans held for investment, net
 

 
295,907

 

 

 
295,907

Investments in AFS securities
 

 
460,935

 
4,409

 

 
465,344

Property and equipment, net
 

 
145

 
311,012

 

 
311,157

Intangible assets, net
 

 

 
296,213

 

 
296,213

Goodwill
 

 

 
442,812

 

 
442,812

Investments in subsidiaries (1)
 
3,114,988

 

 
26,962

 
(3,141,950
)
 

Amounts due from affiliates
 

 
397,526

 
2,167,944

 
(2,565,470
)
 

Other assets
 
8,512

 
140,811

 
118,103

 

 
267,426

Total assets
 
$
3,123,500

 
$
1,806,444

 
$
4,058,980

 
$
(5,714,411
)
 
$
3,274,513

 
 
 
 
 
 
 
 
 
 
 
Customer banking deposits
 
$

 
$
655,575

 
$

 
$
(446
)
 
$
655,129

Accounts payable, accrued expenses and other current liabilities
 
581

 
183,342

 
243,071

 

 
426,994

Accrued salaries, wages and payroll taxes
 

 
1,881

 
39,703

 

 
41,584

Accrued income taxes
 

 
29,020

 

 
(6,545
)
 
22,475

Current portion of long-term debt
 

 
399,765

 
738

 

 
400,503

Total current liabilities
 
581

 
1,269,583

 
283,512

 
(6,991
)
 
1,546,685

Long-term debt
 

 
497,471

 
8,607

 

 
506,078

Other noncurrent liabilities
 

 
12,428

 
254,347

 

 
266,775

Amounts due to affiliates
 
2,167,944

 

 
397,526

 
(2,565,470
)
 

Total liabilities
 
2,168,525

 
1,779,482

 
943,992

 
(2,572,461
)
 
2,319,538

Stockholders' equity (1)
 
954,975

 
26,962

 
3,114,988

 
(3,141,950
)
 
954,975

Total liabilities and stockholders' equity
 
$
3,123,500

 
$
1,806,444

 
$
4,058,980

 
$
(5,714,411
)
 
$
3,274,513

 
 
 
 
 
 
 
 
 
 
 
Note:
Amounts have been restated to include the presentation of a classified balance sheet.
(1) 
Amounts have been restated, including the presentation of the investment of Other Subsidiaries in Block Financial.



30
Q2 FY2015 Form 10-Q | H&R Block, Inc.

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETS
 
(in 000s)

As of April 30, 2014
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Cash & cash equivalents
 
$

 
$
612,376

 
$
1,574,031

 
$
(1,100
)
 
$
2,185,307

Cash & cash equivalents - restricted
 

 
67,463

 
47,856

 

 
115,319

Receivables, net
 

 
89,975

 
101,643

 

 
191,618

Prepaid expenses and other current assets
 

 
10,202

 
188,065

 

 
198,267

Investments in AFS securities
 

 
423,495

 

 

 
423,495

Total current assets
 

 
1,203,511

 
1,911,595

 
(1,100
)
 
3,114,006

Mortgage loans held for investment, net
 

 
268,428

 

 

 
268,428

Investments in AFS securities
 

 

 
4,329

 

 
4,329

Property and equipment, net
 

 
121

 
304,790

 

 
304,911

Intangible assets, net
 

 

 
355,622

 

 
355,622

Goodwill
 

 

 
436,117

 

 
436,117

Investments in subsidiaries
 
904,331

 

 
60,902

 
(965,233
)
 

Amounts due from affiliates
 
642,101

 
386,818

 
397

 
(1,029,316
)
 

Other assets
 
11,271

 
173,168

 
25,677

 

 
210,116

Total assets
 
$
1,557,703

 
$
2,032,046

 
$
3,099,429

 
$
(1,995,649
)
 
$
4,693,529

 
 
 
 
 
 
 
 
 
 
 
Customer banking deposits
 
$

 
$
770,885

 
$

 
$
(1,100
)
 
$
769,785

Accounts payable, accrued expenses and other current liabilities
 
757

 
223,677

 
344,573

 

 
569,007

Accrued salaries, wages and payroll taxes
 

 
2,190

 
164,842

 

 
167,032

Accrued income taxes
 

 
71,132

 
335,523

 

 
406,655

Current portion of long-term debt
 

 
399,882

 
755

 

 
400,637

Total current liabilities
 
757

 
1,467,766

 
845,693

 
(1,100
)
 
2,313,116

Long-term debt
 

 
497,612

 
8,225

 

 
505,837

Other noncurrent liabilities
 

 
5,766

 
312,261

 

 
318,027

Amounts due to affiliates
 
397

 

 
1,028,919

 
(1,029,316
)
 

Total liabilities
 
1,154

 
1,971,144

 
2,195,098

 
(1,030,416
)
 
3,136,980

Stockholders' equity
 
1,556,549

 
60,902

 
904,331

 
(965,233
)
 
1,556,549

Total liabilities and stockholders' equity
 
$
1,557,703

 
$
2,032,046

 
$
3,099,429

 
$
(1,995,649
)
 
$
4,693,529

 
 
 
 
 
 
 
 
 
 
 

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Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
(in 000s)

Six months ended October 31, 2014
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Net cash provided by (used in) operating activities:
 
$

 
$
55,612

 
$
(683,189
)
 
$

 
$
(627,577
)
Cash flows from investing:
 
 
 
 
 
 
 
 
 
 
Purchases of AFS securities
 

 

 
(100
)
 

 
(100
)
Maturities of and payments received on AFS securities
 

 
49,013

 

 

 
49,013

Principal payments on mortgage loans held for investment, net
 

 
13,451

 

 

 
13,451

Capital expenditures
 

 
(119
)
 
(70,808
)
 

 
(70,927
)
Payments made for business acquisitions, net of cash acquired
 

 

 
(94,230
)
 

 
(94,230
)
Loans made to franchisees
 

 
(18,180
)
 
(71
)
 

 
(18,251
)
Repayments from franchisees
 

 
29,404

 
233

 

 
29,637

Intercompany payments/investments in subsidiaries
 

 
400,000

 
(109,031
)
 
(290,969
)
 

Other, net
 

 
4,372

 
6,313

 

 
10,685

Net cash provided by (used in) investing activities
 

 
477,941

 
(267,694
)
 
(290,969
)
 
(80,722
)
Cash flows from financing:
 
 
 
 
 
 
 
 
 
 
Repayments of long-term debt
 

 
(400,000
)
 

 

 
(400,000
)
Customer banking deposits, net
 

 
(317,095
)
 

 
826

 
(316,269
)
Dividends paid
 
(109,871
)
 

 

 

 
(109,871
)
Proceeds from exercise of stock options
 
14,477

 

 

 

 
14,477

Intercompany borrowings (repayments)
 
105,641

 
3,390

 
(400,000
)
 
290,969

 

Other, net
 
(10,247
)
 

 
(23,392
)
 

 
(33,639
)
Net cash used in financing activities
 

 
(713,705
)
 
(423,392
)
 
291,795

 
(845,302
)
Effects of exchange rates on cash
 

 

 
(4,216
)
 

 
(4,216
)
Net decrease in cash and cash equivalents
 

 
(180,152
)
 
(1,378,491
)
 
826

 
(1,557,817
)
Cash and cash equivalents at beginning of the period
 

 
612,376

 
1,574,031

 
(1,100
)
 
2,185,307

Cash and cash equivalents at end of the period
 
$

 
$
432,224

 
$
195,540

 
$
(274
)
 
$
627,490

 
 
 
 
 
 
 
 
 
 
 

32
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Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 
(in 000s)

Six months ended October 31, 2013
 
H&R Block, Inc.
(Guarantor)

 
Block Financial
(Issuer)

 
Other
Subsidiaries

 
Eliminations

 
Consolidated
H&R Block

Net cash provided by (used in) operating activities:
 
$
799

 
$
46,969

 
$
(540,141
)
 
$

 
$
(492,373
)
Cash flows from investing:
 
 
 
 
 
 
 
 
 
 
Purchases of AFS securities
 

 
(45,158
)
 

 

 
(45,158
)
Maturities of and payments received on AFS securities
 

 
55,615

 

 

 
55,615

Principal payments on mortgage loans held for investment, net
 

 
24,340

 

 

 
24,340

Capital expenditures
 

 
(57
)
 
(86,869
)
 

 
(86,926
)
Payments made for business acquisitions, net of cash acquired
 

 

 
(20,927
)
 

 
(20,927
)
Loans made to franchisees
 

 
(22,114
)
 

 

 
(22,114
)
Repayments from franchisees
 

 
15,883

 

 

 
15,883

Intercompany payments/investments in subsidiaries (1)
 

 
23,036

 
(89,318
)
 
66,282

 

Other, net
 

 
11,368

 
3,887

 

 
15,255

Net cash provided by (used in) investing activities
 

 
62,913

 
(193,227
)
 
66,282

 
(64,032
)
Cash flows from financing:
 
 
 
 
 
 
 
 
 
 
Customer banking deposits, net
 

 
(278,077
)
 

 
2,277

 
(275,800
)
Dividends paid
 
(109,324
)
 

 

 

 
(109,324
)
Proceeds from exercise of stock options
 
24,536

 

 

 

 
24,536

Intercompany borrowings (repayments) (1)
 
89,318

 

 
(23,036
)
 
(66,282
)
 

Other, net
 
(5,329
)
 

 
(26,619
)
 

 
(31,948
)
Net cash used in financing activities
 
(799
)
 
(278,077
)
 
(49,655
)
 
(64,005
)
 
(392,536
)
Effects of exchange rates on cash
 

 

 
(7,871
)
 

 
(7,871
)
Net decrease in cash and cash equivalents
 

 
(168,195
)
 
(790,894
)
 
2,277

 
(956,812
)
Cash and cash equivalents at beginning of the period
 

 
558,110

 
1,192,197

 
(2,723
)
 
1,747,584

Cash and cash equivalents at end of the period
 
$

 
$
389,915

 
$
401,303

 
$
(446
)
 
$
790,772

 
 
 
 
 
 
 
 
 
 
 
(1)
Amounts have been restated, including the presentation of intercompany borrowings (payments) as either investing or financing activities.


H&R Block, Inc. | Q2 FY2015 Form 10-Q
33

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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our subsidiaries provide tax preparation, retail banking services and other services. Tax returns are either prepared by H&R Block tax professionals (in company-owned or franchise offices or virtually via the internet) or prepared and filed by our clients through H&R Block tax software, either online or using our software or mobile applications.
RECENT DEVELOPMENTS
In April 2014, our subsidiaries, HRB Bank and Block Financial, entered into a P&A Agreement with BofI, which was amended in October 2014 as described in Item 1, note 2 to the consolidated financial statements above. Pursuant to the P&A Agreement, HRB Bank will sell certain assets and assign certain liabilities, including all of HRB Bank's deposit liabilities, to BofI, subject to various closing conditions, including the receipt of certain required regulatory approvals, entry into certain additional agreements, and the fulfillment of various other customary conditions. See below under "Financial Condition - HRB Bank" for additional information.
Due to the lack of regulatory approval, we do not expect to consummate the P&A Transaction this calendar year. Therefore, we will continue offering financial services products to our clients through HRB Bank for the upcoming tax season.
The obligations of the parties to complete the P&A Transaction are subject to the fulfillment of numerous conditions including regulatory approval. We cannot be certain when or if the conditions to and other components of the P&A Transaction will be satisfied, or whether the P&A Transaction will be completed. In addition, there may be changes to the terms and conditions of the P&A Agreement and other contemplated agreements as part of the regulatory approval process.
In connection with additional agreements expected to be entered into upon the closing of the P&A Transaction, BofI would offer H&R Block-branded financial products distributed by the Company to the Company's clients. An operating subsidiary of the Company would provide certain marketing, servicing and operational support to BofI for such financial services and products. We expect the net, ongoing annual financial impact of these agreements to be dilutive by approximately $0.07 to $0.09 per share beginning in fiscal year 2016, based on current fully diluted shares outstanding. Results will vary based upon the volume of financial services products sold and the actual closing date.
Because we will not close the P&A Transaction before the end of this calendar year, H&R Block, Inc. will be subject to the new SLHC regulatory capital requirements when they go into effect on January 1, 2015. Based upon current projections, we expect that H&R Block, Inc. will exceed the minimum regulatory capital requirements on January 1, 2015. H&R Block, Inc. must continue to meet the minimum regulatory capital requirements until we divest HRB Bank and cease to be an SLHC, which will restrict the capital allocation strategies available to us.
RESULTS OF OPERATIONS
TAX SERVICES This segment consists primarily of our assisted and DIY income tax preparation offerings - in-person, online, software and mobile applications - including tax operations primarily in the U.S. and its territories, Canada, and Australia. This segment also includes the activities of HRB Bank that support our U.S. tax preparation business.
CORPORATE AND ELIMINATIONS Corporate operating results include net interest income and gains or losses relating to mortgage loans held for investment and residual interests in securitizations, interest expense on borrowings, other corporate expenses, and eliminations of intercompany activities.

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Table of Contents

A summary of the financial results for our operations is as follows:
Consolidated – Financial Results
 
 
 
 
 
 
 
 
 
(in 000s)
 
Three months ended October 31,
 
2014
 
2013
 
 
Tax Services

 
Corporate and Eliminations
 
Total
 
Tax Services
 
Corporate and Eliminations
 
Total
Tax preparation fees:
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
 
$
31,926

 
$

 
$
31,926

 
$
29,011

 
$

 
$
29,011

International
 
42,831

 

 
42,831

 
41,568

 

 
41,568

 
 
74,757

 

 
74,757

 
70,579

 

 
70,579

Royalties
 
8,582

 

 
8,582

 
9,527

 

 
9,527

Revenues from Emerald Card®
 
11,524

 

 
11,524

 
9,999

 

 
9,999

Revenues from Peace of Mind® guarantees
 
16,563

 

 
16,563

 
19,151

 

 
19,151

Other
 
17,257

 
5,945

 
23,202

 
18,784

 
6,300

 
25,084

Total revenues
 
128,683

 
5,945

 
134,628

 
128,040

 
6,300

 
134,340

 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
Field wages
 
56,904

 

 
56,904

 
49,531

 

 
49,531

Other wages
 
37,724

 
4,644

 
42,368

 
35,665

 
4,327

 
39,992

Benefits and other compensation
 
19,902

 
4,560

 
24,462

 
22,178

 
3,643

 
25,821

 
 
114,530

 
9,204

 
123,734

 
107,374

 
7,970

 
115,344

Occupancy and equipment
 
84,218

 
49

 
84,267

 
83,634

 
212

 
83,846

Marketing and advertising
 
11,521

 
992

 
12,513

 
12,566

 
1,035

 
13,601

Depreciation and amortization
 
38,926

 
3

 
38,929

 
26,632

 
36

 
26,668

Other
 
53,223

 
6,410

 
59,633

 
54,958

 
6,738

 
61,696

Total operating expenses
 
302,418

 
16,658

 
319,076

 
285,164

 
15,991

 
301,155

Other income (expense), net
 
(2,381
)
 
99

 
(2,282
)
 
(1,655
)
 
2,909

 
1,254

Interest expense on borrowings
 
526

 
13,317

 
13,843

 
535

 
13,266

 
13,801

Pretax loss
 
$
(176,642
)
 
$
(23,931
)
 
(200,573
)
 
$
(159,314
)
 
$
(20,048
)
 
$
(179,362
)
Income tax benefit
 
 
 
 
 
(87,346
)
 
 
 
 
 
(76,347
)
Net loss from continuing operations
 
 
 
 
 
(113,227
)
 
 
 
 
 
(103,015
)
Net income (loss) from discontinued operations
 
 
 
1,229

 
 
 
 
 
(1,928
)
Net loss
 
 
 
 
 
$
(111,998
)
 
 
 
 
 
$
(104,943
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted loss per share:
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
 
 
 
 
$
(0.41
)
 
 
 
 
 
$
(0.38
)
Discontinued operations
 
 
 
 
 

 
 
 
 
 
(0.01
)
Consolidated
 
 
 
 
 
$
(0.41
)
 
 
 
 
 
$
(0.39
)
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA from continuing operations (1)
 
 
 
$
(147,661
)
 
 
 
 
 
$
(138,380
)
EBITDA from continuing operations - adjusted (1)
 
(149,154
)
 
 
 
 
 
(142,018
)
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
See "Non-GAAP Financial Information" at the end of this item for a reconciliation of non-GAAP measures.
Three months ended October 31, 2014 compared to October 31, 2013
Tax Services – Revenues were essentially flat compared to the prior year. Total operating expenses of our Tax Services segment increased $17.3 million, or 6.1%, from the prior year. Total compensation and benefits increased $7.2 million due to higher off-season labor in our U.S. operations primarily related to training and field wages. Depreciation and amortization expense increased $12.3 million, or 46.2%, due primarily to acquisitions of franchisee and competitor businesses and, to a lesser extent, improvements to existing offices.

H&R Block, Inc. | Q2 FY2015 Form 10-Q
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Table of Contents

Corporate and Eliminations – Other income declined $2.8 million primarily due to the gain on sale of mortgage loans recorded in the prior year.
Consolidated – Financial Results
 
 
 
 
 
 
 
 
 
(in 000s)
 
Six months ended October 31,
 
2014
 
2013
 
 
Tax Services

 
Corporate and Eliminations
 
Total
 
Tax Services
 
Corporate and Eliminations
 
Total
Tax preparation fees:
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
 
$
57,415

 
$

 
$
57,415

 
$
51,037

 
$

 
$
51,037

International
 
84,287

 

 
84,287

 
73,662

 

 
73,662

 
 
141,702

 

 
141,702

 
124,699

 

 
124,699

Royalties
 
16,224

 

 
16,224

 
16,089

 

 
16,089

Revenues from Emerald Card®
 
25,569

 

 
25,569

 
24,610

 

 
24,610

Revenues from Peace of Mind® guarantees
 
40,816

 

 
40,816

 
46,977

 

 
46,977

Other
 
33,452

 
10,451

 
43,903

 
37,356

 
11,804

 
49,160

Total revenues
 
257,763

 
10,451

 
268,214

 
249,731

 
11,804

 
261,535

 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
Field wages
 
102,901

 

 
102,901

 
89,435

 

 
89,435

Other wages
 
76,441

 
9,120

 
85,561

 
70,400

 
9,538

 
79,938

Benefits and other compensation
 
38,724

 
9,367

 
48,091

 
38,115

 
7,215

 
45,330

 
 
218,066

 
18,487

 
236,553

 
197,950

 
16,753

 
214,703

Occupancy and equipment
 
167,316

 
60

 
167,376

 
162,184

 
821

 
163,005

Marketing and advertising
 
18,908

 
1,750

 
20,658

 
19,583

 
1,141

 
20,724

Depreciation and amortization
 
72,609

 
6

 
72,615

 
49,434

 
108

 
49,542

Other
 
103,777

 
13,023

 
116,800

 
115,606

 
30,522

 
146,128

Total operating expenses
 
580,676

 
33,326

 
614,002

 
544,757

 
49,345

 
594,102

Other income (expense), net
 
(3,235
)
 
272

 
(2,963
)
 
(7,610
)
 
3,925

 
(3,685
)
Interest expense on borrowings
 
1,054

 
26,584

 
27,638

 
1,072

 
26,532

 
27,604

Pretax loss
 
$
(327,202
)
 
$
(49,187
)
 
$
(376,389
)
 
$
(303,708
)
 
$
(60,148
)
 
$
(363,856
)
Income tax benefit
 
 
 
 
 
(154,311
)
 
 
 
 
 
(147,571
)
Net loss from continuing operations
 
 
 
 
 
(222,078
)
 
 
 
 
 
(216,285
)
Net loss from discontinued operations
 
 
 
(6,152
)
 
 
 
 
 
(3,845
)
Net loss
 
 
 
 
 
$
(228,230
)
 
 
 
 
 
$
(220,130
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted loss per share:
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
 
 
 
 
$
(0.81
)
 
 
 
 
 
$
(0.79
)
Discontinued operations
 
 
 
 
 
(0.02
)
 
 
 
 
 
(0.01
)
Consolidated
 
 
 
 
 
$
(0.83
)
 
 
 
 
 
$
(0.80
)
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA from continuing operations (1)
 
 
 
$
(275,851
)
 
 
 
 
 
$
(285,554
)
EBITDA from continuing operations - adjusted (1)
 
(275,337
)
 
 
 
 
 
(280,690
)
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
See "Non-GAAP Financial Information" at the end of this item for a reconciliation of non-GAAP measures.
Six months ended October 31, 2014 compared to October 31, 2013
Tax Services – Revenues increased $8.0 million, or 3.2%, from the prior year, due primarily to the extension of the Canadian tax season until May 5 and higher off-season returns in our U.S. operations.
Total operating expenses increased $35.9 million, or 6.6%, from the prior year. Total compensation and benefits increased $20.1 million due to higher off-season and training labor in our U.S. operations and the extension of the Canadian tax season mentioned above. Occupancy costs increased $5.1 million, or 3.2%, and depreciation and

36
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Table of Contents

amortization expense increased $23.2 million, due primarily to acquisitions of franchisee and competitor businesses and, to a lesser extent, improvements to existing offices. Other expenses decreased $11.8 million from the prior year, primarily due to lower legal expenses, coupled with lower loss provisions and processing costs from our pilot credit card program incurred in the prior year.
Other income (expense), net improved $4.4 million primarily due to foreign currency losses recorded in the prior year.
Corporate and Eliminations – Other expenses declined $17.5 million from the prior year primarily due to a $6.5 million decline in the provision for loan losses and lower legal settlements and expenses. Other income declined $3.7 million primarily due to prior year interest income recorded on a note receivable which has since been repaid and gain on sale of mortgage loans.
DISCONTINUED OPERATIONS
Discontinued operations include our discontinued mortgage operations.
CONTINGENT LOSSES SCC has accrued a liability as of October 31, 2014 for estimated contingent losses arising from representation and warranty claims of $193.8 million. See note 14 for changes in this accrual. The estimate of accrued loss is based on the best information currently available, significant management judgment, and a number of factors that are subject to change, including developments in case law and other factors. Changes in any one of these factors could significantly impact the estimate.
Losses may also be incurred with respect to various indemnification claims by underwriters and depositors in securitization transactions in which SCC participated. SCC has not concluded that a loss is probable or reasonably estimable related to these indemnification claims, therefore there is no accrued liability for these contingent losses as of October 31, 2014.
See additional discussion of risks and sensitivity of estimates in Item 1A, "Risk Factors" and Item 7, under "Critical Accounting Estimates" in our Annual Report on Form 10-K.
FINANCIAL CONDITION
These comments should be read in conjunction with the consolidated balance sheets and consolidated statements of cash flows included in Part 1, Item 1.
CAPITAL RESOURCES AND LIQUIDITYOVERVIEW – Our primary sources of capital and liquidity include cash from operations (including changes in working capital) and issuances of debt. We use our sources of liquidity primarily to fund working capital, service and repay debt, pay dividends, repurchase shares of our common stock, and acquire businesses.
Our operations are highly seasonal and substantially all of our revenues and cash flow are generated during the period from February through April. Therefore, we require the use of cash to fund losses from May through January, and typically rely on available cash balances from the prior tax season and short-term borrowings to meet our off-season liquidity needs.
Given the likely availability of a number of liquidity options discussed herein, including borrowing capacity under the 2012 CLOC or the issuance of commercial paper, we believe that, in the absence of any unexpected developments, our existing sources of capital as of October 31, 2014 are sufficient to meet our operating and financing needs.

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DISCUSSION OF CONSOLIDATED STATEMENTS OF CASH FLOWS – The following table summarizes our statements of cash flows for the six months ended October 31, 2014 and 2013. See Item 1 for the complete statements of cash flows for these periods.
 
 
(in 000s)
 
Six months ended October 31,
 
2014

 
2013

Net cash used in:
 
 
 
 
Operating activities
 
$
(627,577
)
 
$
(492,373
)
Investing activities
 
(80,722
)
 
(64,032
)
Financing activities
 
(845,302
)
 
(392,536
)
Effects of exchange rates on cash
 
(4,216
)
 
(7,871
)
Net change in cash and cash equivalents
 
$
(1,557,817
)
 
$
(956,812
)
 
 
 
 
 
Operating Activities. Cash used in operations increased $135.2 million from the prior year period primarily due to higher income tax payments, along with higher payments for bonuses and related payroll taxes.
Investing Activities. Cash used in investing activities totaled $80.7 million for the six months ended October 31, 2014 compared to $64.0 million in the prior year period. An increase of $73.3 million in payments for business acquisitions was partially offset by a decline of $45.1 million in purchases of available for sale securities.
Financing Activities. Cash used in financing activities totaled $845.3 million for the six months ended October 31, 2014 compared to $392.5 million in the prior year period. The increase over the prior year period resulted from the repayment of $400.0 million of our 5.125% Senior Notes and the closing of broker and time deposit accounts due to the pending P&A Transaction.
CASH REQUIREMENTS
Dividends and Share Repurchase. Returning capital to shareholders in the form of dividends and the repurchase of outstanding shares has historically been a significant component of our capital allocation plan.
We have consistently paid quarterly dividends. Dividends paid totaled $109.9 million and $109.3 million for the six months ended October 31, 2014 and 2013, respectively. Although we have historically paid dividends and plan to continue to do so, there can be no assurances that circumstances will not change in the future that could affect our ability or decisions to pay dividends.
Although we did not repurchase any shares during the current period, we currently have Board of Directors' authorization to purchase up to $2.0 billion of our common stock through June 2015. There was $857.5 million remaining under this authorization as of October 31, 2014. Although we have historically from time to time repurchased common stock, there can be no assurances that circumstances will allow us to continue to repurchase common stock in the future. As long as we remain subject to regulatory supervision of the Federal Reserve, our share repurchase program will be closely supervised and we will likely be restricted from repurchasing outstanding shares.
HRB Bank. In April 2014, we entered into the P&A Agreement with BofI, which was amended in October 2014 as described in Item 1, note 2 to the consolidated financial statements above. The P&A Agreement is subject to various closing conditions, including the receipt of certain required approvals, entry into certain additional agreements, and the fulfillment of various other customary conditions. If the closing conditions (including regulatory approvals) are satisfied, we will complete a closing of the P&A Transaction, including the sale of certain assets and transfer of certain liabilities (principally deposit liabilities) to BofI.
Due to the lack of regulatory approval, we do not expect to consummate the P&A Transaction this calendar year. Therefore, we will continue offering financial services products to our clients through HRB Bank for the upcoming tax season.
If a closing had occurred as of October 31, 2014, we would have made a cash payment to BofI for the difference in the carrying value of assets sold and the carrying value of liabilities (including deposit liabilities) transferred of approximately $437 million. The amount of the cash payment made at closing will primarily be equal to the carrying value of the liabilities to be transferred since the carrying value of the assets to be transferred is immaterial. Due to the seasonality of our business, the timing of any closing will impact the amount of deposit liabilities transferred. In

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connection with the closing we intend to liquidate the AFS securities held by HRB Bank, which totaled $381 million as of October 31, 2014.
See additional discussion in Item 1, note 2 to the consolidated financial statements, and below under "Regulatory Environment."
Capital Investment. Our business is not capital intensive. Capital expenditures totaled $70.9 million and $86.9 million for the six months ended October 31, 2014 and 2013, respectively. Our capital expenditures relate primarily to recurring improvements to retail offices, as well as investments in computers, software and related assets. We also made payments to acquire franchisee and competitor businesses totaling $94.2 million and $20.9 million for the six months ended October 31, 2014 and 2013, respectively.
FINANCING RESOURCES – Our 2012 CLOC has capacity up to $1.5 billion, and is scheduled to expire in August 2017.
Our 5.125% Senior Notes with a principal amount of $400 million matured in October 2014 and, utilizing available cash on hand, we repaid them according to their terms.
The following table provides ratings for debt issued by Block Financial as of October 31, 2014 and April 30, 2014:
 
 
Short-term
 
Long-term
 
Outlook
Moody's
 
P-2
 
Baa2
 
Stable
S&P
 
A-2
 
BBB
 
Negative
There have been no other material changes in our borrowings from those reported as of April 30, 2014 in our Annual Report on Form 10-K.
CASH AND INVESTMENT SECURITIES – As of October 31, 2014, we held cash and cash equivalents of $627.5 million, including $430.0 million held by HRB Bank and $162.5 million held by our foreign subsidiaries.
Dividends of cash balances held by HRB Bank would be subject to regulatory approval and are therefore not available for general corporate purposes.
As of October 31, 2014, we also held investments, primarily mortgage backed securities, with a carrying value of $391.0 million which we classified as available for sale. As discussed above, it is our intent (subject to market conditions) to liquidate the majority of these securities in connection with a closing of the P&A Transaction.
Foreign Operations. Seasonal borrowing needs of our Canadian operations are typically funded by our U.S. operations. To mitigate foreign currency exchange rate risk, we sometimes enter into foreign exchange forward contracts. There were no forward contracts outstanding as of October 31, 2014.
As of October 31, 2014, our Canadian operations had approximately $52 million of U.S. dollar denominated borrowings owed to various U.S. subsidiaries. These borrowings may be repaid in full or in part at any time. Non-borrowed funds would have to be repatriated to be available to fund domestic operations, and in certain circumstances this would trigger additional income taxes on those amounts. We do not currently intend to repatriate any non-borrowed funds held by our foreign subsidiaries.
The impact of changes in foreign exchange rates during the period on our international cash balances resulted in a decrease of $4.2 million during the six months ended October 31, 2014 compared to $7.9 million in the prior year.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS – There have been no material changes in our contractual obligations and commercial commitments from those reported as of April 30, 2014 in our Annual Report on Form 10-K.
REGULATORY ENVIRONMENT
Because we will not close the P&A Transaction before the end of this calendar year, H&R Block, Inc. will be subject to the new SLHC regulatory capital requirements when they go into effect on January 1, 2015. Based upon current projections, we expect that H&R Block, Inc. will exceed the minimum regulatory capital requirements on January 1, 2015. H&R Block, Inc. must continue to meet the minimum regulatory capital requirements until we divest HRB Bank and cease to be an SLHC, which will restrict the capital allocation strategies available to us.

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There have been no other material changes in our regulatory environment from those reported at April 30, 2014 in our Annual Report on Form 10-K.
NON-GAAP FINANCIAL INFORMATION
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.
We consider non-GAAP financial measures to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business on a consistent basis across reporting periods, as it eliminates the effect of items that are not indicative of our core operating performance.
The following are descriptions of adjustments we make for our non-GAAP financial measures:
We exclude losses from settlements and estimated contingent losses from litigation and favorable reserve adjustments. This does not include legal defense costs.
We exclude non-cash charges to adjust the carrying values of goodwill, intangible assets, other long-lived assets and investments to their estimated fair values.
We exclude severance and other restructuring charges in connection with the termination of personnel, closure of offices and related costs.
We exclude the gains and losses on business dispositions, including investment banking, legal and accounting fees from both business dispositions and acquisitions.
We exclude the gains and losses on extinguishment of debt.
We exclude the effects of discrete income tax reserve and related adjustments recorded in a specific quarter.
We may consider whether other significant items that arise in the future should also be excluded from our non-GAAP financial measures.
We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA and other adjusted financial metrics as identified in the table below. The adjusted financial metrics eliminate the impact of items that we do not consider indicative of our core operating performance and, we believe, provide meaningful information to assist in understanding our financial results, analyzing trends in our underlying business, and assessing our prospects for future performance. Additionally, we use EBITDA and pretax income of continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.

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The following is a reconciliation of our reported results from continuing operations to our adjusted results from continuing operations, which are non-GAAP financial measures:
 
 
 
 
(in 000s)
 
 
 
Three months ended October 31, 2014
 
 
EBITDA
 
Pretax loss
 
Net loss
 
Diluted EPS
 
 
 
 
 
 
 
 
 
As reported - from continuing operations
 
$
(147,661
)
 
$
(200,573
)
 
$
(113,227
)
 
$
(0.41
)
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
Loss contingencies - litigation
 
44

 
44

 
28

 

Severance
 
238

 
238

 
150

 

Professional fees related to HRB Bank transaction
 
89

 
89

 
56

 

Asset impairments
 
433

 
433

 
272

 

Gain on sales of AFS securities
 
(1,398
)
 
(1,398
)
 
(870
)
 

Gain on sales of tax offices/businesses
 
(899
)
 
(899
)
 
(559
)
 

Discrete tax items
 

 

 
(12,100
)
 
(0.04
)
 
 
(1,493
)
 
(1,493
)
 
(13,023
)
 
(0.04
)
 
 
 
 
 
 
 
 
 
As adjusted - from continuing operations
 
$
(149,154
)
 
$
(202,066
)
 
$
(126,250
)
 
$
(0.45
)
 
 
 
 
 
 
 
 
 
 
 
 
 
(in 000s)
 
 
 
Three months ended October 31, 2013
 
 
EBITDA
 
Pretax loss
 
Net loss
 
Diluted EPS
 
 
 
 
 
 
 
 
 
As reported - from continuing operations
 
$
(138,380
)
 
$
(179,362
)
 
$
(103,015
)
 
$
(0.38
)
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
Loss contingencies - litigation
 
350

 
350

 
214

 

Severance
 
1,828

 
1,828

 
1,122

 

Professional fees related to HRB Bank transaction
 
(5,217
)
 
(5,217
)
 
(3,198
)
 
(0.01
)
Gain on sales of tax offices/businesses
 
(599
)
 
(599
)
 
(367
)
 

Discrete tax items
 

 

 
(7,061
)
 
(0.03
)
 
 
(3,638
)
 
(3,638
)
 
(9,290
)
 
(0.04
)
 
 
 
 
 
 
 
 
 
As adjusted - from continuing operations
 
$
(142,018
)
 
$
(183,000
)
 
$
(112,305
)
 
$
(0.42
)
 
 
 
 
 
 
 
 
 
 
 
 
 
(in 000s)
 
 
 
Six months ended October 31, 2014
 
 
EBITDA
 
Pretax loss
 
Net loss
 
Diluted EPS
 
 
 
 
 
 
 
 
 
As reported - from continuing operations
 
$
(275,851
)
 
$
(376,389
)
 
$
(222,078
)
 
$
(0.81
)
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
Loss contingencies - litigation
 
272

 
272

 
169

 

Severance
 
1,051

 
1,051

 
654

 

Professional fees related to HRB Bank transaction
 
114

 
114

 
71

 

Asset impairments
 
1,374

 
1,374

 
855

 

Gain on sales of AFS securities
 
(1,398
)
 
(1,398
)
 
(870
)
 

Gain on sales of tax offices/businesses
 
(899
)
 
(899
)
 
(559
)
 

Discrete tax items
 

 

 
(12,149
)
 
(0.04
)
 
 
514

 
514

 
(11,829
)
 
(0.04
)
 
 
 
 
 
 
 
 
 
As adjusted - from continuing operations
 
$
(275,337
)
 
$
(375,875
)
 
$
(233,907
)
 
$
(0.85
)
 
 
 
 
 
 
 
 
 

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(in 000s)
 
 
 
Six months ended October 31, 2013
 
 
EBITDA
 
Pretax loss
 
Net loss
 
Diluted EPS
 
 
 
 
 
 
 
 
 
As reported - from continuing operations
 
$
(285,554
)
 
$
(363,856
)
 
$
(216,285
)
 
$
(0.79
)
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
Loss contingencies - litigation
 
723

 
723

 
443

 

Severance
 
2,933

 
2,933

 
1,799

 
0.01

Professional fees related to HRB Bank transaction
 
1,807

 
1,807

 
1,108

 

Gain on sales of tax offices/businesses
 
(599
)
 
(599
)
 
(367
)
 

Discrete tax items
 

 

 
(6,904
)
 
(0.03
)
 
 
4,864

 
4,864

 
(3,921
)
 
(0.02
)
 
 
 
 
 
 
 
 
 
As adjusted - from continuing operations
 
$
(280,690
)
 
$
(358,992
)
 
$
(220,206
)
 
$
(0.81
)
 
 
 
 
 
 
 
 
 
The following is a reconciliation of EBITDA:
 
 
 
 
 
 
 
 
(in 000s)

 
 
Three months ended October 31,
 
Six months ended October 31,
 
 
2014

 
2013

 
2014

 
2013

Net loss - as reported
 
$
(111,998
)
 
$
(104,943
)
 
$
(228,230
)
 
$
(220,130
)
Add back:
 
 
 
 
 
 
 
 
Discontinued operations
 
(1,229
)
 
1,928

 
6,152

 
3,845

Income taxes of continuing operations
 
(87,346
)
 
(76,347
)
 
(154,311
)
 
(147,571
)
Interest expense of continuing operations
 
13,983

 
14,314

 
27,923

 
28,760

Depreciation and amortization of continuing operations
 
38,929

 
26,668

 
72,615

 
49,542

 
 
(35,663
)
 
(33,437
)
 
(47,621
)
 
(65,424
)
EBITDA from continuing operations
 
$
(147,661
)
 
$
(138,380
)
 
$
(275,851
)
 
$
(285,554
)
 
 
 
 
 
 
 
 
 
FORWARD-LOOKING INFORMATION
This report and other documents filed with the Securities and Exchange Commission (SEC) may contain forward-looking statements. In addition, our senior management may make forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "could," "may" or other similar expressions. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, capital expenditures, dividends, stock repurchase, liquidity, capital structure or other financial items, descriptions of management's plans or objectives for future operations, services or products, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required by law.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, operational and regulatory factors, many of which are beyond the Company's control. Investors should understand that it is not possible to predict or identify all such factors and, consequently, should not consider any such list to be a complete set of all potential risks or uncertainties.

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Details about risks, uncertainties and assumptions that could affect various aspects of our business are included throughout our Annual Report on Form 10-K for the fiscal year ended April 30, 2014 and are also described from time to time in other filings with the SEC. Investors should carefully consider all of these risks, and should pay particular attention to Item 1A, "Risk Factors," and Item 7 under "Critical Accounting Policies" of our Annual Report on Form 10-K for the fiscal year ended April 30, 2014.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risks from those reported at April 30, 2014 in our Annual Report on Form 10-K.
ITEM 4.     CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES – As of the end of the period covered by this Form 10-Q, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING – There were no changes during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II    OTHER INFORMATION
ITEM 1.     LEGAL PROCEEDINGS
For a description of our material pending legal proceedings, see discussion in Part I, Item 1, note 13 to the consolidated financial statements.
ITEM 1A.    RISK FACTORS
We face substantial litigation in connection with our various business activities, and such litigation may damage our reputation, impair our product offerings or result in material liabilities and losses.
We have been named and from time to time will likely continue to be named, as a defendant in various legal actions, including arbitrations, class actions, actions or inquiries by state attorneys general, and other litigation arising in connection with our various business activities, including relating to our various service and product offerings. We also grant our franchisees a limited license to use our registered trademarks and, accordingly, there is risk that one or more of the franchisees may be identified as being controlled by us. Third parties, regulators or courts may seek to hold us responsible for the actions or failures to act by our franchisees. Adverse outcomes related to litigation could result in substantial damages and could cause our earnings to decline. Negative public opinion could also result from our subsidiaries' actual or alleged conduct in such claims, possibly damaging our reputation, which, in turn, could adversely affect our business prospects and cause the market price of our securities to decline.
In addition, we have been sued, and certain of our competitors have been sued, in connection with the offering of different types of refund transfer products. Further, we have received an inquiry from the California Attorney General requesting information regarding our refund transfer product, the RAC. In a case involving one of our competitors, a California appellate court affirmed a trial court's ruling that the competitor's specific version of a refund transfer product was subject to truth-in-lending and other related laws. Following the appellate court's ruling, the case was denied further appellate review. We believe there are differences that distinguish our RAC product from the product that was the subject of the competitor's case described above. Revenues from our RAC product totaled $181 million in fiscal year 2014; any requirement that materially alters our offering of RACs, including limitations on the fees we charge or disclosure requirements that could reduce the demand for these products, could have a material adverse impact on our business and our consolidated financial position, results of operations and cash flows.
There have been no other material changes in our risk factors from those reported at April 30, 2014 in our Annual Report on Form 10-K.

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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
A summary of our purchases of H&R Block common stock during the second quarter of fiscal year 2015 is as follows:
(in 000s, except per share amounts)
 
 
 
Total Number of
Shares Purchased (1)

 
Average
Price Paid
per Share

 
Total Number of Shares
Purchased as Part of
Publicly Announced Plans 
or Programs (2)

 
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the Plans 
or Programs (2)

August 1 – August 31
 

 
$
32.01

 

 
$
857,504

September 1 – September 30
 
1

 
$
33.52

 

 
$
857,504

October 1 – October 31
 
27

 
$
30.54

 

 
$
857,504

 
 
28

 
$
30.62

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
We purchased approximately 28 thousand shares in connection with funding employee income tax withholding obligations arising upon the lapse of restrictions on restricted shares and restricted share units. There were no open-market repurchases.
(2) 
In June 2008, our Board of Directors approved an authorization to purchase up to $2.0 billion of our common stock through June 2012. In June 2012, our Board of Directors extended this authorization through June 2015.
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.    OTHER INFORMATION
None.
ITEM 6.     EXHIBITS
The following exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:

10.1
Amended and Restated H&R Block Executive Performance Plan, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed September 12, 2014, file number 1-6089, is incorporated herein by reference.
10.2
Letter Agreement among H&R Block Bank, Block Financial LLC, and BofI Federal Bank, effective October 23, 2014, filed as Exhibit 10.1 to the Company's current report on Form 8-K filed October 23, 2014, file number 1-6089, is incorporated herein 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 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 pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Extension Calculation Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase

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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/ William C. Cobb
William C. Cobb
President and Chief Executive Officer
December 9, 2014
 
/s/ Gregory J. Macfarlane
Gregory J. Macfarlane
Chief Financial Officer
December 9, 2014
 
/s/ Jeffrey T. Brown
Jeffrey T. Brown
Chief Accounting and Risk Officer
December 9, 2014

H&R Block, Inc. | Q2 FY2015 Form 10-Q
45
HRB 2014.10.31 Exhibit 31.1
Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William C. Cobb, 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 principles;

(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 fiscal 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:
December 9, 2014
 
/s/ William C. Cobb
 
 
 
William C. Cobb
 
 
 
Chief Executive Officer
H&R Block, Inc.


HRB 2014.10.31 Exhibit 31.2
Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory J. Macfarlane, 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 principles;

(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 fiscal 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:
December 9, 2014
 
/s/ Gregory J. Macfarlane
 
 
 
Gregory J. Macfarlane
 
 
 
Chief Financial Officer
H&R Block, Inc.


HRB 2014.10.31 Exhibit 32.1
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 fiscal quarter ending October 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William C. Cobb, 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/ William C. Cobb
William C. Cobb
Chief Executive Officer
H&R Block, Inc.
December 9, 2014


HRB 2014.10.31 Exhibit 32.2
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 fiscal quarter ending October 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory J. Macfarlane, 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/ Gregory J. Macfarlane
Gregory J. Macfarlane
Chief Financial Officer
H&R Block, Inc.
December 9, 2014