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hrb-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☐						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the quarterly period ended
OR
☑						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the transition period from May 1, 2021 to June 30, 2021

Commission file number 1-06089

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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	HRB	New York Stock Exchange

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The number of shares outstanding of the registrant's Common Stock, without par value, at the close of business on July 30, 2021: 178,055,084 shares.

Table of Contents

Form 10-Q for the Transition period ended June 30, 2021

Table of Contents


	PART I
Item 1.	Consolidated Statements of Operations and Comprehensive Income T wo months ended June 30, 2021 and 2020	1
	Consolidated Balance Sheets As of June 30, 2021 and April 30, 2021	2
	Consolidated Statements of Cash Flows Two months ended June 30, 2021 and 2020	3
	Consolidated Statements of Stockholders' Equity Two months ended June 30 , 2021 and 2020	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
	PART II
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME	(unaudited, in 000s, except per share amounts)
	Two months ended June 30,
	2021		2020

REVENUES:
Service revenues	$	427,575	$	266,154
Royalty, product and other revenues	38,531		25,293
	466,106		291,447
OPERATING EXPENSES:
Costs of revenues	232,763		197,432
Selling, general and administrative	98,988		81,671
Total operating expenses	331,751		279,103

Other income (expense), net	672		1,662
Interest expense on borrowings	(14,032)		(21,409)
Income (loss) from continuing operations before income taxes	120,995		(7,403)
Income taxes	29,876		1,726
Net income (loss) from continuing operations	91,119		(9,129)
Net loss from discontinued operations, net of tax benefits of $451 and $424	(1,509)		(1,421)
NET INCOME (LOSS)	$	89,610	$	(10,550)

BASIC EARNINGS (LOSS) PER SHARE:
Continuing operations	$	0.50	$	(0.05)
Discontinued operations	(0.01)		(0.01)
Consolidated	$	0.49	$	(0.06)

DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations	$	0.49	$	(0.05)
Discontinued operations	(0.01)		(0.01)
Consolidated	$	0.48	$	(0.06)





DIVIDENDS DECLARED PER SHARE	$	0.27	$	0.26

COMPREHENSIVE INCOME:
Net income (loss)	$	89,610	$	(10,550)



Change in foreign currency translation adjustments	(4,698)		11,795
Other comprehensive income (loss)	(4,698)		11,795
Comprehensive income	$	84,912	$	1,245

See accompanying notes to consolidated financial statements.


H&R Block, Inc. \| Transition period from May 1, 2021 to June 30, 2021 Form 10-Q			1

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CONSOLIDATED BALANCE SHEETS	(unaudited, in 000s, except share and per share amounts)
As of	June 30, 2021		April 30, 2021

ASSETS
Cash and cash equivalents	$	1,434,381	$	934,251
Cash and cash equivalents - restricted	149,783		128,669
Receivables, less allowance for credit losses of $77,518 and $70,689	88,932		197,876
Income taxes receivable	330,872		333,366
Prepaid expenses and other current assets	76,414		105,562
Total current assets	2,080,382		1,699,724
Property and equipment, at cost, less accumulated depreciation and amortization of $842,861 and $832,885	139,276		148,490
Operating lease right of use assets	445,847		437,246
Intangible assets, net	351,093		360,148
Goodwill	754,521		757,659
Deferred tax assets and income taxes receivable	181,996		182,848
Other noncurrent assets	61,273		67,531
Total assets	$	4,014,388	$	3,653,646
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	164,269	$	198,084
Accrued salaries, wages and payroll taxes	168,989		270,982
Accrued income taxes and reserves for uncertain tax positions	238,863		287,404

Operating lease liabilities	214,190		206,393
Deferred revenue and other current liabilities	196,175		200,216
Total current liabilities	982,486		1,163,079
Long-term debt	1,983,719		1,490,039
Deferred tax liabilities and reserves for uncertain tax positions	301,658		279,351
Operating lease liabilities	244,932		242,626
Deferred revenue and other noncurrent liabilities	113,535		126,150
Total liabilities	3,626,330		3,301,245
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par, stated value $0.01 per share, 800,000,000 shares authorized, shares issued of 216,655,616 and 216,655,616	2,167		2,167
Additional paid-in capital	779,465		783,292
Accumulated other comprehensive income	88		4,786
Retained earnings	286,694		248,506
Less treasury shares, at cost, of 34,842,125 and 35,189,707	(680,356)		(686,350)
Total stockholders' equity	388,058		352,401
Total liabilities and stockholders' equity	$	4,014,388	$	3,653,646

See accompanying notes to consolidated financial statements.


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CONSOLIDATED STATEMENTS OF CASH FLOWS	(unaudited, in 000s)
Two months ended June 30,	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	89,610	$	(10,550)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	24,586		26,621
Provision	4,617		1,718
Deferred taxes	22,926		2,004
Stock-based compensation	4,700		5,162

Changes in assets and liabilities, net of acquisitions:

Receivables	108,470		23,396
Prepaid expenses, other current and noncurrent assets	26,753		(12,372)

Accounts payable, accrued expenses, salaries, wages and payroll taxes	(186,754)		(118,368)

Deferred revenue, other current and noncurrent liabilities	(15,809)		(15,106)

Income tax receivables, accrued income taxes and income tax reserves	(43,476)		(2,185)
Other, net	(797)		(51)
Net cash provided by (used in) operating activities	34,826		(99,731)

CASH FLOWS FROM INVESTING ACTIVITIES:



Capital expenditures	(5,188)		(5,526)
Payments made for business acquisitions, net of cash acquired	(846)		—



Franchise loans funded	(135)		(128)
Payments from franchisees	8,634		6,191

Other, net	1,227		(1,185)
Net cash provided by (used in) investing activities	3,692		(648)

CASH FLOWS FROM FINANCING ACTIVITIES:



Proceeds from issuance of long-term debt	494,435		—



Repurchase of common stock, including shares surrendered	(4,633)		(2,376)
Proceeds from exercise of stock options	308		—
Other, net	(5,584)		(4,183)
Net cash provided by (used in) financing activities	484,526		(6,559)

Effects of exchange rate changes on cash	(1,800)		3,865

Net increase (decrease) in cash and cash equivalents, including restricted balances	521,244		(103,073)
Cash, cash equivalents and restricted cash, beginning of period	1,062,920		2,873,020
Cash, cash equivalents and restricted cash, end of period	$	1,584,164	$	2,769,947

SUPPLEMENTARY CASH FLOW DATA:
Income taxes paid, net of refunds received	$	52,149	$	2,568
Interest paid on borrowings	14,317		26,457



Accrued additions to property and equipment	2,085		1,022
New operating right of use assets and related lease liabilities	48,307		37,461
Accrued dividends payable to common shareholders	48,998		50,044

See accompanying notes to consolidated financial statements.


H&R Block, Inc. \| Transition period from May 1, 2021 to June 30, 2021 Form 10-Q			3

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY					(amounts in 000s, except per share amounts)
	Common Stock			Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)(1)		Retained Earnings		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount									Shares			Amount
Balances as of May 1, 2021	216,656	$	2,167		$	783,292	$	4,786	$	248,506	(35,190)	$	(686,350)		$	352,401
Net income	—	—			—		—		89,610		—	—			89,610

Other comprehensive loss	—	—			—		(4,698)		—		—	—			(4,698)
Stock-based compensation	—	—			4,285		—		—		—	—			4,285
Stock-based awards exercised or vested	—	—			(8,112)		—		(2,424)		545	10,627			91
Acquisition of treasury shares(2)	—	—			—		—		—		(197)	(4,633)			(4,633)



Cash dividends declared - $0.27 per share	—	—			—		—		(48,998)		—	—			(48,998)
Balances as of June 30, 2021	216,656	$	2,167		$	779,465	$	88	$	286,694	(34,842)	$	(680,356)		$	388,058



	Common Stock			Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)(1)		Retained Earnings (Deficit)		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount									Shares			Amount
Balances as of May 1, 2020	228,207	$	2,282		$	775,387	$	(51,576)	$	42,965	(35,731)	$	(698,017)		$	71,041
Net loss	—	—			—		—		(10,550)		—	—			(10,550)

Other comprehensive income	—	—			—		11,795		—		—	—			11,795
Stock-based compensation	—	—			5,110		—		—		—	—			5,110
Stock-based awards exercised or vested	—	—			(7,554)		—		(826)		419	8,206			(174)
Acquisition of treasury shares(2)	—	—			—		—		—		(166)	(2,376)			(2,376)



Cash dividends declared - $0.26 per share	—	—			—		—		(50,044)		—	—			(50,044)
Balances as of June 30, 2020	228,207	$	2,282		$	772,943	$	(39,781)	$	(18,455)	(35,478)	$	(692,187)		$	24,802

(1) The balance of our accumulated other comprehensive income (loss) consists of foreign currency translation adjustments.

(2) Represents shares swapped or surrendered to us in connection with the vesting or exercise of stock-based awards.

See accompanying notes to consolidated financial statements.


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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 June 30, 2021 and April 30, 2021, the consolidated statements of operations and comprehensive income for the two months ended June 30, 2021 and 2020, the consolidated statements of cash flows for the two months ended June 30, 2021 and 2020, and the consolidated statements of stockholders' equity for the two months ended June 30, 2021 and 2020 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 June 30, 2021 and 2020 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., to H&R Block, Inc. and its subsidiaries, or to H&R Block, Inc.'s operating 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 United States (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, 2021 Annual Report to Shareholders on Form 10-K. All amounts presented herein as of April 30, 2021 or for the year then ended are derived from our Annual Report on Form 10-K.

On June 9, 2021, the Board of Directors approved a change of the Company's fiscal year end from April 30 to June 30. This is our transition report for the period from May 1, 2021 to June 30, 2021. The Company's 2022 fiscal year began on July 1, 2021 and will end on June 30, 2022.

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, reserves for uncertain tax positions, fair value of reporting units, 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.

On March 17, 2021, the IRS extended the federal tax filing deadline in the United States (U.S.) for individual 2020 tax returns from April 15, 2021 to May 17, 2021. Consequently, a portion of revenues and expenses that would have normally been recognized in the period ending April 30, 2021 shifted to May and June 2021.

On March 21, 2020, the federal tax filing deadline in the U.S. for individual 2019 tax returns was extended from April 15, 2020 to July 15, 2020. In Canada, the deadline for individuals to file was extended to June 1, 2020. Consequently, a portion of revenues and expenses that would have normally been recognized in the period ending April 30, 2020 shifted into May through October 2020.

These extensions impacted the typical seasonality of our business and the comparability of our financial results.

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 note 9 for additional information on litigation, claims, and other loss contingencies related to our discontinued operations.


H&R Block, Inc. \|Transition period from May 1, 2021 to June 30, 2021 Form 10-Q			5

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NOTE 2: REVENUE RECOGNITION

The majority of our revenues are from our U.S. tax services business. The following table disaggregates our U.S. tax services revenues by major service line, with revenues from our international tax services businesses and from Wave included as separate lines:


			(in 000s)
	Two months ended June 30,
	2021		2020
Revenues:
U.S. assisted tax preparation	$	259,527	$	154,224
U.S. royalties	29,659		17,283
U.S. DIY tax preparation	76,106		21,872
International	22,071		42,533
Refund Transfers	14,269		5,242
Emerald Card®	19,193		11,814
Peace of Mind® Extended Service Plan	20,231		21,261
Tax Identity Shield®	3,928		3,554
Interest and fee income on Emerald AdvanceSM	299		488
Wave	12,481		7,624
Other	8,342		5,552
Total revenues	$	466,106	$	291,447

Changes in the balances of deferred revenue and wages for our Peace of Mind® Extended Service Plan (POM) are as follows:


							(in 000s)
POM	Deferred Revenue				Deferred Wages
Two months ended June 30,	2021		2020		2021		2020
Balances as of May 1,	$	183,871	$	183,685	$	20,169	$	21,618
Amounts deferred	12,464		8,743		8		117
Amounts recognized on previous deferrals	(23,576)		(24,601)		(2,310)		(3,028)
Balances as of June 30,	$	172,759	$	167,827	$	17,867	$	18,707

As of June 30, 2021, deferred revenue related to POM was $172.8 million. We expect that $101.6 million will be recognized over the next twelve months, while the remaining balance will be recognized within the next five years.

As of June 30, 2021 and 2020, Tax Identity Shield® (TIS) deferred revenue was $28.3 million and $28.8 million, respectively. Deferred revenue related to TIS was $28.9 million and $30.8 million as of April 30, 2021 and April 30, 2020, respectively. All deferred revenue related to TIS will be recognized within the next ten months.

NOTE 3: EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

EARNINGS PER SHARE – Basic and diluted earnings (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 (loss) from continuing operations attributable to common shareholders by the weighted average shares outstanding during each period. 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 0.3 million shares for the two months ended June 30, 2021 as the effect would be antidilutive, and 5.0 million shares for the two months ended June 30, 2020, as the effect would be antidilutive due to the net loss from continuing operations during the period.


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The computations of basic and diluted earnings (loss) per share from continuing operations are as follows:


(in 000s, except per share amounts)
	Two months ended June 30,
	2021		2020
Net income (loss) from continuing operations attributable to shareholders	$	91,119	$	(9,129)
Amounts allocated to participating securities	(402)		(174)
Net income (loss) from continuing operations attributable to common shareholders	$	90,717	$	(9,303)

Basic weighted average common shares	181,473		192,480
Potential dilutive shares	3,389		—
Dilutive weighted average common shares	184,862		192,480

Earnings (loss) per share from continuing operations attributable to common shareholders:
Basic	$	0.50	$	(0.05)
Diluted	0.49		(0.05)

The decrease in the weighted average shares outstanding is due to share repurchases completed in prior fiscal years.

STOCK-BASED COMPENSATION – During the two months ended June 30, 2021, we granted 14.6 thousand shares under our stock-based compensation plan. We granted awards of 1.8 million shares under our stock-based compensation plans during the two months ended June 30, 2020. The change in shares granted compared to the prior year is due to the change in timing of grants due to the change in our fiscal year. Stock-based compensation expense of our continuing operations totaled $4.7 million for the two months ended June 30, 2021 and $5.2 million for the two months ended June 30, 2020. As of June 30, 2021, unrecognized compensation cost for stock options totaled $0.7 million, and for nonvested shares and units totaled $33.2 million.

NOTE 4: RECEIVABLES

Receivables, net of their related allowance, consist of the following:


(in 000s)
As of	June 30, 2021				April 30, 2021
	Short-term		Long-term			Short-term		Long-term
Loans to franchisees	$	9,497	$	28,026		$	16,666	$	28,909
Receivables for U.S. assisted and DIY tax preparation and related fees	41,900		3,793			92,531		3,793
H&R Block Instant RefundTM receivables	2,357		159			35,665		1,463
H&R Block Emerald Advance® lines of credit	8,248		8,089			9,210		17,095
Software receivables from retailers	2,910		—			4,823		—
Royalties and other receivables from franchisees	6,167		178			16,136		196

Wave payment processing receivables	2,187		—			1,569		—
Other	15,666		1,350			21,276		1,233


Total	$	88,932	$	41,595		$	197,876	$	52,689

Balances presented above as short-term are included in receivables, while the long-term portions are included in other noncurrent assets in the consolidated balance sheets.

LOANS TO FRANCHISEES – Franchisee loan balances consist of term loans made primarily to finance the purchase of franchises and revolving lines of credit primarily for the purpose of funding working capital needs. As of June 30, 2021 and April 30, 2021 loans with a principal balance of $0.2 million and $0.1 million, respectively, were more than 90 days past due. We had no loans to franchisees on non-accrual status.


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H&R BLOCK INSTANT REFUNDTM PROGRAM – H&R Block Instant RefundTM amounts are generally received from the Canada Revenue Agency within 60 days of filing the client's return, with the remaining balance collectible from the client.

We review the credit quality of our Instant Refund receivables based on pools, which are segregated by the tax return year of origination, with older years being deemed more unlikely to be repaid. Current balances and amounts on non-accrual status and classified as impaired, or more than 60 days past due, by tax return year of origination, as of June 30, 2021 are as follows:


			(in 000s)

Tax return year of origination:	Balance		Non-Accrual

2020	$	3,599	$	1,551
2019 and prior	500		500

	4,099		$	2,051
Allowance	(1,583)
Net balance	$	2,516

H&R BLOCK EMERALD ADVANCE® LINES OF CREDIT – We review the credit quality of our purchased participation interests in Emerald AdvanceSM (EA) receivables based on pools, which are segregated by the fiscal year of origination, with older years being deemed more unlikely to be repaid. Balances and amounts on non-accrual status and classified as impaired, or more than 60 days past due, as of June 30, 2021, by fiscal year of origination, are as follows:


(in 000s)
Fiscal year of origination:	Balance		Non-Accrual

2021	$	28,192	$	28,192
2020 and prior	2,017		2,017
Revolving loans	13,832		12,182
	44,041		$	42,391
Allowance	(27,704)
Net balance	$	16,337

ALLOWANCE FOR CREDIT LOSSES – Activity in the allowance for credit losses for our EA and all other short-term and long-term receivables for the two months ended June 30, 2021 and 2020 is as follows:


(in 000s)
	EAs		All Other		Total
Balances as of May 1, 2021	$	27,704	$	55,804	$	83,508
Provision	—		4,617		4,617

Charge-offs, recoveries and other	—		(149)		(149)

Balances as of June 30, 2021	$	27,704	$	60,272	$	87,976

Balances as of May 1, 2020	$	32,034	$	50,446	$	82,480
Provision	—		1,718		1,718
Charge-offs, recoveries and other	—		2		2
Balances as of June 30, 2020	$	32,034	$	52,166	$	84,200


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NOTE 5: GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the two months ended June 30, 2021 are as follows:


(in 000s)
	Goodwill		Accumulated Impairment Losses		Net
Balances as of May 1, 2021	$	895,956	$	(138,297)	$	757,659

Acquisitions	166		—		166
Disposals and foreign currency changes, net	(3,304)		—		(3,304)
Impairments	—		—		—
Balances as of June 30, 2021	$	892,818	$	(138,297)	$	754,521

We test goodwill for impairment annually as of February 1, 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.

Components of intangible assets are as follows:


(in 000s)
	Gross Carrying Amount		Accumulated Amortization		Net
As of June 30, 2021:
Reacquired franchise rights	$	370,405	$	(182,366)	$	188,039
Customer relationships	316,547		(255,294)		61,253
Internally-developed software	160,315		(119,460)		40,855
Noncompete agreements	41,228		(35,802)		5,426
Franchise agreements	19,201		(16,108)		3,093
Purchased technology	122,700		(74,913)		47,787
Trade name	5,800		(1,160)		4,640
	$	1,036,196	$	(685,103)	$	351,093










As of April 30, 2021:
Reacquired franchise rights	$	370,112	$	(179,356)	$	190,756
Customer relationships	316,508		(251,160)		65,348
Internally-developed software	156,308		(116,126)		40,182
Noncompete agreements	41,212		(35,484)		5,728
Franchise agreements	19,201		(15,894)		3,307
Purchased technology	122,700		(72,609)		50,091
Trade name	5,800		(1,064)		4,736

	$	1,031,841	$	(671,693)	$	360,148

We made payments to acquire businesses totaling $