SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the quarterly period ended October 31, 2004~~


		For the quarterly period ended January 31, 2005


~~[ ]~~o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the transition period from~~to


		For the transition period from ______to ______

Commission file number 1-6089

~~H&R BLOCK, INC.~~

(H&R BLOCK LOGO)

H&R Block, Inc.

(Exact name of registrant as specified in its charter)


MISSOURI (State or other jurisdiction of incorporation or organization)		44-0607856 (I.R.S. Employer Identification No.)

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

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

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

Yesüþ No ~~___~~o

The number of shares outstanding of the registrant’s Common Stock, without par value, at the close of business on ~~November 30, 2004~~February 28, 2005 was ~~164,718,239~~165,256,051 shares.

~~H&R BLOCK, INC.~~

Form 10-Q for the Period Ended ~~October~~January 31, ~~2004~~2005

Table of Contents


			Page
PART I		Financial Information

		Condensed Consolidated Balance Sheets ~~October~~ January 31, ~~2004~~2005 and April 30, 2004		1

		Condensed Consolidated Income Statements Three and ~~Six~~Nine Months Ended ~~October~~January 31, ~~2004~~2005 and ~~2003~~2004		2

		Condensed Consolidated Statements of Cash Flows ~~Six~~ Nine Months Ended ~~October~~January 31, ~~2004~~2005 and ~~2003~~2004		3

		Notes to Condensed Consolidated Financial Statements		4

		Management’s Discussion and Analysis of Results of Operations and Financial Condition		1718
		~~Quantitative and Qualitative Disclosures about Market Risk~~		36
		~~Controls and Procedures~~		36
~~PART II~~		~~Other Information~~		37
~~SIGNATURES~~				42
~~Exhibit 3.1 Certificate of Amendment~~		Quantitative and Qualitative Disclosures about Market Risk		39
~~Exhibit 3.2 Restated Articles of Incorporation~~
~~Exhibit 10.1 Employment Agreement~~		Controls and Procedures		39
~~Exhibit 10.2 Standard Form of Agreement~~
~~Exhibit 10.3 First Amendment~~PART II		Other Information		40
~~Exhibit 10.4 2004 Amendment~~
~~Exhibit 10.5 1989 Stock Option Plan~~SIGNATURES
~~Exhibit 31.1 Certification~~
~~Exhibit 31.2 Certification~~
~~Exhibit 32.1 Certification~~
~~Exhibit 32.2 Certification~~	45

~~H&R BLOCK, INC.~~

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in thousands, except share amounts



							January 31,			April 30,
	October 31,			April 30,			2005			2004
	2004			2004
	(Unaudited)						(Unaudited)
ASSETS

Cash and cash equivalents	$	575,796		$	1,071,676		$	576,146		$	1,071,676
Cash and cash equivalents – restricted		496,798			545,428			535,318			545,428
Receivables from customers, brokers, dealers and clearing organizations, net		610,039			625,076			623,225			625,076
Receivables, net		368,072			347,910			1,461,097			347,910
Prepaid expenses and other current assets		432,335			371,209			425,400			371,209

Total current assets		2,483,040			2,961,299			3,621,186			2,961,299

Residual interests in securitizations – available-for-sale		261,503			210,973			253,531			210,973
Beneficial interest in Trusts – trading		108,624			137,757			131,885			137,757
Mortgage servicing rights		134,062			113,821			147,511			113,821
Property and equipment, at cost less accumulated depreciation and amortization of $621,587 and $579,535		275,688			279,220
Property and equipment, at cost less accumulated depreciation and amortization of $642,536 and $579,535								327,385			279,220
Intangible assets, net		299,851			325,829			295,260			325,829
Goodwill, net		964,548			959,418			975,850			959,418
Other assets		369,542			391,709			388,513			391,709

Total assets	$	4,896,858		$	5,380,026		$	6,141,121		$	5,380,026

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Commercial paper	$	316,056		$	—		$	1,528,882		$	—
Current portion of long-term debt		277,546			275,669			25,575			275,669
Accounts payable to customers, brokers and dealers		1,000,083			1,065,793			1,035,228			1,065,793
Accounts payable, accrued expenses and other		483,996			456,167
Accounts payable, accrued expenses and other current liabilities								503,623			456,167
Accrued salaries, wages and payroll taxes		115,249			268,747			230,251			268,747
Accrued income taxes		88,784			405,667			78,796			405,667

Total current liabilities		2,281,714			2,472,043			3,402,355			2,472,043

Long-term debt		931,781			545,811			928,529			545,811
Other noncurrent liabilities		368,696			465,163			361,587			465,163

Total liabilities		3,582,191			3,483,017			4,692,471			3,483,017


Stockholders’ equity:
Common stock, no par, stated value $.01 per share, 800,000,000 shares authorized, 217,945,398 shares issued at October 31, 2004 and April 30, 2004		2,179			2,179
Common stock, no par, stated value $.01 per share, 800,000,000 shares authorized, 217,945,398 shares issued at January 31, 2005 and April 30, 2004								2,179			2,179
Additional paid-in capital		558,770			545,065			581,748			545,065
Accumulated other comprehensive income		99,589			57,953			97,625			57,953
Retained earnings		2,615,089			2,781,368			2,670,356			2,781,368
Less cost of 54,469,436 and 44,849,128 shares of common stock in treasury		(1,960,960	)		(1,489,556	)
Less cost of 52,864,620 and 44,849,128 shares of common stock in treasury								(1,903,258	)		(1,489,556	)

Total stockholders’ equity		1,314,667			1,897,009			1,448,650			1,897,009

Total liabilities and stockholders’ equity	$	4,896,858		$	5,380,026		$	6,141,121		$	5,380,026

~~H&R BLOCK, INC.~~

CONDENSED CONSOLIDATED INCOME STATEMENTS

Unaudited, amounts in thousands, except per share amounts



												Three months ended				Nine months ended
												January 31,				January 31,
	Three months ended					Six months ended
	October 31,					October 31,						2005		2004		2005			2004
	2004			2003		2004			2003
Revenues:
Service revenues	$	277,289		$	247,740	$	517,046		$	462,698		$	656,871	$	572,862	$	1,195,353		$	1,053,056
Gains on sales of mortgage loans, net		184,555			250,558		366,648			459,955
Gains on sales of mortgage assets, net													198,302		212,249		564,950			672,204
Interest income		45,889			46,615		82,593			90,503			46,599		59,328		129,192			149,831
Other		31,522			23,959		55,679			51,100			130,235		118,391		164,478			151,995

													1,032,007		962,830		2,053,973			2,027,086
		539,255			568,872		1,021,966			1,064,256

Operating expenses:
Cost of services		318,833			282,926		608,035			534,577			509,104		454,342		1,124,894			991,587
Interest		21,063			19,899		40,153			43,096			24,927		21,361		65,080			64,457
Selling, general and administrative		286,793			250,077		535,784			453,479			366,025		312,623		894,054			763,434

		626,689			552,902		1,183,972			1,031,152			900,056		788,326		2,084,028			1,819,478

Operating income (loss)		(87,434	)		15,970		(162,006	)		33,104			131,951		174,504		(30,055	)		207,608
Other income, net		1,510			1,164		3,518			2,859			19,732		1,616		23,250			4,475

Income (loss) before taxes		(85,924	)		17,134		(158,488	)		35,963			151,683		176,120		(6,805	)		212,083
Income taxes (benefit)		(33,725	)		6,758		(62,206	)		14,068			59,991		69,394		(2,215	)		83,462

Net income (loss) before cumulative effect of change in accounting principle		(52,199	)		10,376		(96,282	)		21,895			91,692		106,726		(4,590	)		128,621

Cumulative effect of change in accounting principle for multiple deliverable revenue arrangements, less tax benefit of $4,031		—			—		—			(6,359	)		—		—		—			(6,359	)

Net income (loss)	$	(52,199	)	$	10,376	$	(96,282	)	$	15,536		$	91,692	$	106,726	$	(4,590	)	$	122,262


Basic earnings (loss) per share:
Before change in accounting principle	$	(.32	)	$	.06	$	(.58	)	$	.12		$	.56	$	.60	$	(.03	)	$	.72
Cumulative effect of change in accounting principle		—			—		—			(.03	)		—		—		—			(.03	)

Net income (loss)	$	(.32	)	$	.06	$	(.58	)	$	.09		$	.56	$	.60	$	(.03	)	$	.69


Diluted earnings (loss) per share:
Before change in accounting principle	$	(.32	)	$	.06	$	(.58	)	$	.12		$	.55	$	.59	$	(.03	)	$	.71
Cumulative effect of change in accounting principle		—			—		—			(.03	)		—		—		—			(.04	)

Net income (loss)	$	(.32	)	$	.06	$	(.58	)	$	.09		$	.55	$	.59	$	(.03	)	$	.67


Dividends per share	$	.22		$	.20	$	.42		$	.38		$	.22	$	.20	$	.64		$	.58

~~H&R BLOCK, INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, amounts in thousands


Six months ended October 31,	2004			2003

Nine months ended January 31,							2005			2004

Cash flows from operating activities:
Net income (loss)	$	(96,282	)	$	15,536		$	(4,590	)	$	122,262
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		76,768			76,010			122,305			122,497
Accretion of residual interests in securitizations		(57,835	)		(70,906	)		(86,618	)		(118,389	)
Impairments of residual interests in securitizations		3,469			11,106			8,304			26,048
Additions to trading securities — residual interests in securitizations		(68,618	)		(199,021	)
Additions to trading securities – residual interests in securitizations								(115,213	)		(251,585	)
Proceeds from net interest margin transactions, net		53,348			147,107			98,743			197,417
Additions to mortgage servicing rights		(58,894	)		(48,002	)		(94,569	)		(64,265	)
Amortization of mortgage servicing rights		38,653			35,307			60,879			57,334
Net change in beneficial interest in Trusts		29,133			(62,823	)		5,872			(5,406	)
Other, net of acquisitions		(594,829	)		(367,664	)		(1,580,364	)		(1,087,553	)

Net cash used in operating activities		(675,087	)		(463,350	)		(1,585,251	)		(1,001,640	)


Cash flows from investing activities:
Cash received from residual interests in securitizations		73,477			68,850			100,344			127,997
Purchases of property and equipment, net		(55,249	)		(43,591	)		(137,483	)		(81,178	)
Payments made for business acquisitions, net of cash acquired		(5,472	)		(123,337	)		(26,348	)		(280,280	)
Other, net		12,138			6,691			15,207			36,052

Net cash provided by (used in) investing activities		24,894			(91,387	)
Net cash used in investing activities								(48,280	)		(197,409	)


Cash flows from financing activities:
Repayments of commercial paper		(1,376,877	)		(499,771	)		(2,348,966	)		(1,022,716	)
Proceeds from issuance of commercial paper		1,692,933			624,401			3,877,848			2,433,893
Proceeds from issuance of long-term debt, net		395,221			—
Repayments of Senior Notes								(250,000	)		—
Proceeds from issuance of Senior Notes, net								395,221			—
Proceeds from securitization financing		—			50,100			—			50,100
Repayments of securitization financing								—			(50,100	)
Payments on acquisition debt		(11,605	)		(45,100	)		(19,462	)		(50,820	)
Dividends paid		(69,997	)		(68,087	)		(106,422	)		(103,538	)
Acquisition of treasury shares		(529,558	)		(178,847	)		(529,852	)		(371,242	)
Proceeds from issuance of common stock		53,933			59,851			119,892			111,155
Other, net		263			(1,833	)		(258	)		(1,947	)

Net cash provided by (used in) financing activities		154,313			(59,286	)
Net cash provided by financing activities								1,138,001			994,785


Net decrease in cash and cash equivalents		(495,880	)		(614,023	)		(495,530	)		(204,264	)
Cash and cash equivalents at beginning of the period		1,071,676			875,353			1,071,676			875,353

Cash and cash equivalents at end of the period	$	575,796		$	261,330		$	576,146		$	671,089

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	(in 000s, except per share amounts)

	Three months ended				Nine months ended
	January 31,				January 31,

	2005		2004		2005			2004

Net income (loss) before change in accounting principle	$	91,692	$	106,726	$	(4,590	)	$	128,621


Basic weighted average common shares		164,520		176,732		165,948			177,964
Potential dilutive shares from stock options and restricted stock		2,917		4,251		—			3,516
Convertible preferred stock		1		1		—			1

Dilutive weighted average common shares		167,438		180,984		165,948			181,481


Earnings (loss) per share before change in accounting principle:
Basic	$	.56	$	.60	$	(.03	)	$	.72
Diluted		.55		.59		(.03	)		.71

options’ exercise prices being greater than the average market price of the common shares during the period.

The weighted average shares outstanding for the three and nine months ended January 31, 2005 decreased to 164.5 million and 165.9 million, respectively, from 176.7 million and 178.0 million last year, respectively, primarily due to our purchases of treasury shares. The effect of these purchases was partially offset by the issuance of treasury shares related to our stock-based compensation plans.

During the nine months ended January 31, 2005 and 2004, we issued 3.3 million shares and 3.8 million shares, respectively, of common stock pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares, in accordance with our stock-based compensation plans.

During the nine months ended January 31, 2005, we acquired 11.3 million shares of our common stock, of which 11.2 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $529.9 million. During the nine months ended January 31, 2004, we acquired 7.8 million shares of our common stock from third parties at an aggregate cost of $371.2 million.

3. Receivables

    The condensed consolidated balance sheet as of October 31, 2004, the condensed consolidated income statements for the three and six months ended October 31, 2004 and 2003, and the condensed consolidated statements of cash flows for the six months ended October 31, 2004 and 2003 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at October 31, 2004 and for all periods presented have been made.
     ~~“H&R Block,” “the Company,” “we,” “our” and “us” are used interchangeably to refer to H&R Block, Inc. or to H&R Block, Inc. and its subsidiaries, as appropriate to the context.~~
     Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Most notably, during the quarter we reclassified amounts previously reported as interest income to gains on sales of mortgage loans. Amounts reclassified for the three months ended July 31, 2004 and the three and six months ended October 31, 2003 totaled $44.6 million, $41.3 million and $68.3 million, respectively. These reclassifications had no effect on the results of operations or stockholders’ equity as previously reported.
     Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our April 30, 2004 Annual Report to Shareholders on Form 10-K and our July 31, 2004 Form 10-Q.
     ~~Operating revenues~~Receivables consist of the Tax Services and Business Services segments are seasonal in nature with peak revenues occurring in the months of January through April. Therefore, results for interim periods are not indicative of results to be expected for the full year.
     We file our Federal and state income tax returns on a calendar year basis. The condensed consolidated income statements reflect the effective tax rates expected to be applicable for the respective full fiscal years.
2. ~~Earnings (Loss) Per Share~~
Basic earnings (loss) per share is computed using the weighted average shares outstanding during each period. The dilutive effect of potential common shares is included in diluted earnings (loss) per share except in those periods with a loss. The computations of basic and diluted earnings (loss) per share are as follows:following:

~~(in 000s, except per share amounts)~~

Three months ended Six months ended
October 31,
October 31,
2004
2003
2004
2003
Net income (loss) before change in accounting principle $ (52,199 ) $ 10,376 $ (96,282 ) $ 21,895

Basic weighted average common shares 164,686 177,828 166,721 178,616
Dilutive potential shares from stock options and restricted stock — 3,282 — 3,348
Convertible preferred stock — 1 — 1

Dilutive weighted average common shares 164,686 181,111 166,721 181,965

Earnings (loss) per share before change in accounting principle:
Basic and diluted $ (.32 ) $ .06 $ (.58 ) $ .12


	(in 000s)

	January 31, 2005			January 31, 2004			April 30, 2004

Participation in refund anticipation loans (RALs)	$	829,325		$	562,974		$	49,047
Business Services accounts receivable		175,140			153,322			145,231
Mortgage loans held for sale		128,607			113,388			64,136
Receivables for tax-related fees		108,331			79,287			4,900
Loans to franchisees		52,712			46,729			35,872
Royalties from franchisees		46,900			39,898			725
Software receivables		26,420			25,995			20,882
Other		126,643			111,801			80,535

		1,494,078			1,133,394			401,328
Allowance for doubtful accounts		(21,336	)		(23,903	)		(38,266	)
Lower of cost or market adjustment – mortgage loans		(11,645	)		(16,440	)		(15,152	)

	$	1,461,097		$	1,093,051		$	347,910

Diluted earnings per share excludes the impact of shares of common stock issuable upon the exercise of options to purchase 17.6 million shares of stock for the three and six months ended October 31, 2004, as the effect would be antidilutive due to the net loss recorded during the periods. Diluted earnings per share for the three and six months ended October 31, 2003 excludes the impact of 4.1 million shares and 6.5 million shares, respectively, issuable upon the exercise of stock options, as the effect would be

~~-4-~~

~~antidilutive due to the options’ exercise prices being greater than the average market price of the common shares during the period.~~
     The weighted average shares outstanding for the three and six months ended October 31, 2004 decreased to 164.7 million and 166.7 million, respectively, from 177.8 million and 178.6 million last year, respectively, primarily due to our purchases of treasury shares. The effect of these purchases was partially offset by the issuance of treasury shares related to our stock-based compensation plans.
     During the six months ended October 31, 2004 and 2003, we issued 1.7 million shares and 2.2 million shares, respectively, of common stock pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares, in accordance with our stock-based compensation plans.
     During the six months ended October 31, 2004, we acquired 11.3 million shares of our common stock, of which 11.2 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $529.6 million. During the six months ended October 31, 2003, we acquired 4.2 million shares of our common stock, of which 4.1 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $178.8 million.

3. 4. Mortgage Banking Activities

Activity related to available-for-sale residual interests in securitizations consists of the following:

~~(in 000s)~~


Six months ended October 31,	2004			2003
							(in 000s)

Nine months ended January 31,							2005			2004

Balance, beginning of period	$	210,973		$	264,337		$	210,973		$	264,337
Additions from net interest margin (NIM) transactions		15,270			1,814			16,470			1,604
Additions from NIM secured financing, held as collateral		—			40,196
Cash received		(73,477	)		(68,850	)		(100,344	)		(127,997	)
Cash received from sale of previously securitized residuals								—			(17,000	)
Accretion		57,835			70,906			86,618			118,389
Impairments of fair value		(3,469	)		(11,106	)		(8,304	)		(26,048	)
Other		—			(2,603	)		(4	)		(5,875	)
Changes in unrealized holding gains arising during the period, net		54,371			22,910			48,122			26,441

Balance, end of period	$	261,503		$	317,604		$	253,531		$	233,851

~~Activity related to mortgage servicing rights (MSRs) consists of the following:~~
special purpose entity (QSPE). Total net additions to residual interests from NIM transactions for the nine months ended January 31, 2005 and 2004 were $16.5 million and $1.6 million, respectively.

( Cash flows of $100.3 million and $128.0 million were received from the securitization trusts for the nine months ended January 31, 2005 and 2004, respectively. Cash received on residual interests is included in ~~000s)~~investing activities in the condensed consolidated statements of cash flows.

Aggregate net unrealized gains on residual interests, which had not yet been accreted into income, totaled $160.4 million at January 31, 2005 and $112.5 million at April 30, 2004. These unrealized gains are recorded net of deferred taxes in other comprehensive income, and may be recognized in income in future periods either through accretion or upon further securitization or sale of the related residual interest.

Activity related to mortgage servicing rights (MSRs) consists of the following:


Six months ended October 31,	2004			2003
							(in 000s)

Nine months ended January 31,							2005			2004

Balance, beginning of period	$	113,821		$	99,265		$	113,821		$	99,265
Additions		58,894			48,002			94,569			64,265
Amortization		(38,653	)		(35,307	)		(60,879	)		(57,334	)

Balance, end of period	$	134,062		$	111,960		$	147,511		$	106,196

Expected static pool credit losses are as follows:



	Mortgage Loans Securitized in Fiscal Year

	Prior to 2002			2002			2003			2004			2005

As of:
April 30, 2004		4.46	%		3.58	%		4.35	%		3.92	%		—
July 31, 2004		4.58	%		2.96	%		2.47	%		2.59	%		—
October 31, 2004		4.54	%		2.96	%		2.30	%		2.62	%		3.08	%
January 31, 2005		4.54	%		2.57	%		2.10	%		2.42	%		2.73	%

Static pool credit losses are calculated by summing the actual and projected future credit losses and dividing them by the original balance of each pool of assets outstanding at January 31, 2005, October 31, 2004, July 31, 2004 and April 30, 2004.

At January 31, 2005, the sensitivities of the current fair value of the residual interests and MSRs to 10% and 20% adverse changes in the above key assumptions are as follows:


	(dollars in 000s)

	Residential Mortgage Loans

	NIM			Beneficial Interest			Servicing
	Residuals			in Trusts			Asset

Carrying amount/fair value	$	253,531		$	131,885		$	147,511
Weighted average remaining life (in years)		1.2			2.3			1.2

Prepayments (including defaults):
Adverse 10% – $impact on fair value	$	62		$	(10,323	)	$	(21,253	)
Adverse 20% – $impact on fair value		6,717			(16,485	)		(37,045	)

Credit losses:
Adverse 10% – $impact on fair value	$	(35,301	)	$	(5,418	)	Not applicable
Adverse 20% – $impact on fair value		(69,779	)		(10,830	)	Not applicable

Discount rate:
Adverse 10% – $impact on fair value	$	(5,600	)	$	(3,084	)	$	(1,919	)
Adverse 20% – $impact on fair value		(10,946	)		(8,827	)		(3,795	)

Variable interest rates (LIBOR forward curve):
Adverse 10% – $impact on fair value	$	(7,802	)	$	(25,547	)	Not applicable
Adverse 20% – $impact on fair value		(15,295	)		(51,073	)	Not applicable

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

Mortgage loans that have been securitized at January 31, 2005 and April 30, 2004, past due sixty days or more and the related credit losses incurred are presented below:


	(in 000s)

	Total Principal				Principal Amount of
	Amount of Loans				Loans 60 Days or				Credit Losses
	Outstanding				More Past Due				(net of recoveries)

	January 31,		April 30,		January 31,		April 30,		Three months ended
	2005		2004		2005		2004		January 31, 2005		April 30, 2004

Securitized mortgage loans	$	11,863,950	$	15,732,953	$	1,190,385	$	1,286,069	$	110,374	$	46,606
Mortgage loans in warehouse Trusts		5,243,654		3,244,141		—		—		—		—

Total loans	$	17,107,604	$	18,977,094	$	1,190,385	$	1,286,069	$	110,374	$	46,606

-7-

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

~~(dollars in 000s)~~

Residential Mortgage Loans

NIM Beneficial Interest Servicing
Residuals
in Trusts⁽¹⁾
Asset
Carrying amount/fair value $ 261,503 $ 108,624 $ 134,062
Weighted average remaining life (in years) 1.2 2.6 1.3
Prepayments (including defaults):
Adverse 10% — $ impact on fair value $ (3,887 ) $ (13,805 ) $ (13,455 )
Adverse 20% — $ impact on fair value (3,669 ) (20,687 ) (23,030 )
Credit losses:
Adverse 10% — $ impact on fair value $ (34,773 ) $ (5,782 ) Not applicable
Adverse 20% — $ impact on fair value (69,504 ) (11,481 ) Not applicable
Discount rate:
Adverse 10% — $ impact on fair value $ (5,187 ) $ (5,879 ) $ (1,738 )
Adverse 20% — $ impact on fair value (10,159 ) (11,294 ) (3,437 )
Variable interest rates (LIBOR forward curve):
Adverse 10% — $ impact on fair value $ (7,539 ) $ (15,455 ) Not applicable
Adverse 20% — $ impact on fair value (14,086 ) (30,873 ) Not applicable

⁽¹⁾ ~~Adverse changes could be minimized by the Trusts’ ability to deliver loans into our forward loan sale commitments.~~

These sensitivities are hypothetical and should be used with caution. Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also in this table, the effect of a variation of a particular assumption on the fair value of the retained interest is calculated without changing any other assumptions. It is likely that changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.
~~Mortgage loans that have been securitized at October 31, 2004 and April 30, 2004, past due sixty days or more and the related credit losses incurred are presented below:~~

~~(in 000s)~~5.

Total Principal Principal Amount of
Amount of Loans Loans 60 Days or Credit Losses
Outstanding
More Past Due
(net of recoveries)
October 31, April 30, October 31, April 30, Three months ended
2004
2004
2004
2004
October 31, 2004
April 30, 2004
Securitized mortgage loans $ 12,485,799 $ 15,732,953 $ 1,193,569 $ 1,286,069 $ 80,826 $ 46,606
Mortgage loans in warehouse Trusts 3,902,317 3,244,141 — — — —

Total loans $ 16,388,116 $ 18,977,094 $ 1,193,569 $ 1,286,069 $ 80,826 $ 46,606

4. Goodwill and Intangible Assets
~~Changes in the carrying amount of goodwill for the six months ended October 31, 2004, consist of the following:~~

(Changes in ~~000s)~~the carrying amount of goodwill for the nine months ended January 31, 2005, consist of the following:


									(in 000s)

									April 30, 2004		Additions		Other			January 31, 2005
	April 30, 2004		Additions		Other		October 31, 2004
Tax Services	$	349,836	$	1,604	$	528	$	351,968	$	350,044	$	9,512	$	557		$	360,113
Mortgage Services		152,467		—		—		152,467		152,467		—		—			152,467
Business Services		311,175		2,998		—		314,173		311,175		6,365		(2	)		317,538
Investment Services		145,732		—		—		145,732		145,732		—		—			145,732
Corporate		208		—		—		208

Total goodwill	$	959,418	$	4,602	$	528	$	964,548	$	959,418	$	15,877	$	555		$	975,850

We test goodwill for impairment annually at the beginning of our fourth quarter, or more frequently if events occur indicating a potential reduction in the fair value of a reporting unit’s net assets below its carrying value. No such impairment or events indicating potential impairment have been identified within any of our segments during the six months ended October 31, 2004. Should Investment Services’ performance continue to fall short of our internal expectations, it will be necessary for this segment’s goodwill to be tested for impairment prior to our annual impairment testing. Our evaluation of impairment is dependent upon various assumptions, including assumptions regarding projected operating results and cash flows of reporting units. Actual results could differ materially from our projections and those differences could alter our conclusions regarding the fair value of a reporting unit and its goodwill.
~~Intangible assets consist of the following:~~

~~(in 000s)~~


															(in 000s)

																	January 31, 2005							April 30, 2004

	October 31, 2004							April 30, 2004							Gross							Gross
	Gross							Gross							Carrying		Accumulated					Carrying		Accumulated
	Carrying		Accumulated					Carrying		Accumulated					Amount		Amortization			Net		Amount		Amortization			Net
	Amount		Amortization			Net		Amount		Amortization			Net
Tax Services:
Customer relationships	$	18,964	$	(4,759	)	$	14,205$		18,167	$	(3,311	)	$	14,856	$	23,717	$	(5,998	)	$	17,719	$	19,011	$	(3,377	)	$	15,634
Noncompete agreements		17,164		(8,539	)		8,625		17,069		(5,690	)		11,379		17,677		(10,098	)		7,579		17,364		(5,724	)		11,640
Business Services:
Customer relationships		121,094		(62,530	)		58,564		121,229		(56,313	)		64,916		125,780		(65,572	)		60,208		121,229		(56,313	)		64,916
Noncompete agreements		27,375		(9,965	)		17,410		27,424		(8,670	)		18,754		27,515		(10,619	)		16,896		27,424		(8,670	)		18,754
Trade name – amortizing		1,450		(960	)		490		1,450		(926	)		524		1,450		(978	)		472		1,450		(926	)		524
Trade name – non-amortizing		55,637		(4,868	)		50,769		55,637		(4,868	)		50,769		55,637		(4,868	)		50,769		55,637		(4,868	)		50,769
Investment Services:
Customer relationships		293,000		(144,058	)		148,942		293,000		(129,408	)		163,592		293,000		(151,383	)		141,617		293,000		(129,408	)		163,592
Corporate:
Customer relationships		844		(217	)		627		844		(66	)		778
Noncompete agreements		295		(76	)		219		295		(34	)		261

Total intangible assets	$	535,823	$	(235,972	)	$	299,851	$	535,115	$	(209,286	)	$	325,829	$	544,776	$	(249,516	)	$	295,260	$	535,115	$	(209,286	)	$	325,829

instruments and are therefore not recorded in our financial statements. The notional value and the contract value of the forward commitments at October 31, 2004 were $3.1 billion and $3.2 billion, respectively. Most of our forward commitments give us the option to under- or over-deliver by five to ten percent.


	(in 000s)

	Asset (Liability) Balance at						Gain (Loss) in the Three						Gain (Loss) in the Nine
	January 31,			April 30,			Months Ended January 31,						Months Ended January 31,
	2005			2004			2005			2004			2005			2004

Interest rate swaps	$	1,752		$	—		$	31,039		$	(2,703	)	$	28,934		$	(2,703	)
Rate-lock equivalents		455			(1,386	)		141			(4,525	)		1,841			(3,911	)
Prime short sales		(319	)		2,080			(424	)		(496	)		(1,949	)		2,317

	$	1,888		$	694		$	30,756		$	(7,724	)	$	28,826		$	(4,297	)

We use interest rate swaps and forward loan sale commitments to reduce interest rate risk associated with non-prime ~~loans~~loans. We generally enter into interest rate swap arrangements related to existing loan applications with rate-lock commitments and, beginning at the end of our second quarter, for rate-lock commitments we expect to make in ~~our pipeline prior to disposition of~~ the ~~loans.~~next 30 days. Interest rate swaps represent an agreement to exchange interest rate payments, effectively converting our fixed financing costs into a floating rate. These contracts increase in value as rates rise and decrease in value as rates fall.

Forward loan sale commitments for non-prime loans are not considered derivative instruments and are therefore not recorded in our financial statements. The ~~swaps outstanding at October 31, 2004 included a net liability of $3.6 million, while no such swaps were outstanding at April 30, 2004. Changes in~~notional value and the ~~market~~contract value of ~~these~~the forward commitments at January 31, 2005 were $4.0 billion and $4.1 billion, respectively. Most of our forward commitments give us the option to under- or over-deliver by five to ten percent.

In the normal course of business, we enter into commitments with our customers to fund prime mortgage loans for specified periods of time at “locked-in” interest rates. These derivative instruments ~~are included in gains on sales~~represent commitments (rate-lock equivalents) to fund prime loans. We adopted SEC Staff Accounting Bulletin No. 105, “Application of ~~mortgage assets and totaled a loss~~Accounting Principles to Loan Commitments,” as of ~~$2.1 million for the three and six months ended October~~March 31, 2004. ~~There were~~Upon adoption, we no ~~such swaps outstanding~~longer record an asset at ~~October 31, 2003,~~the time we enter into the commitments to fund non-prime mortgage loans.

We sell short FNMA, FHLMC and ~~therefore no income~~GNMA mortgage-backed securities to reduce our risk related to our commitments to fund fixed-rate prime loans. The position on certain or all of the fixed-rate mortgage loans is closed approximately 10-15 days prior to standard Public Securities Association (PSA) settlement dates.

7. Long-Term Debt

In August 2004 we filed an additional shelf registration statement ~~impact~~with the SEC for ~~the three and six months ended October 31, 2003.~~

~~6. Long-Term Debt~~

up to $1.0 billion in debt securities. On October 26, 2004, we issued $400.0 million of 5.125% Senior Notes under a shelf registration ~~statement.~~statements. The Senior Notes are due on October 30, 2014, and are not redeemable by the bondholders prior to maturity. The proceeds from the notes ~~will be~~were used to repay our $250.0 million in ~~63/~~6 3/4% Senior Notes, which were due on November 1, 2004. The remaining proceeds ~~will be~~were used for working capital, capital expenditures, repayment of other debt and other general corporate purposes. ~~The proceeds are included in cash and cash equivalents on the condensed consolidated balance sheet at October 31, 2004.~~

7.
8. Comprehensive Income

The components of comprehensive income are:

~~(in 000s)~~


												(in 000s)

												Three months ended						Nine months ended
												January 31,						January 31,
	Three months ended						Six months ended
	October 31,						October 31,					2005			2004			2005			2004
	2004			2003			2004			2003
Net income (loss)	$	(52,199	)	$	10,376		$	(96,282	)	$	15,536	$	91,692		$	106,726		$	(4,590	)	$	122,262
Change in unrealized gain on marketable securities, net		9,752			(6,172	)		33,595			14,036		(3,881	)		(8,356	)		29,714			5,680
Change in foreign currency translation adjustments		8,371			6,087			8,041			11,730		1,917			2,319			9,958			14,049

Comprehensive income (loss)	$	(34,076	)	$	10,291		$	(54,646	)	$	41,302
Comprehensive income												$	89,728		$	100,689		$	35,082		$	141,991

all stock-based compensation plan grants been determined in accordance with the fair value accounting method prescribed under SFAS 123, our net income (loss) and earnings (loss) per share would have been as follows:

~~(in 000s, except per share amounts)~~


													(in 000s, except per share amounts)

													Three months ended						Nine months ended
													January 31,						January 31,
	Three months ended						Six months ended
	October 31,						October 31,						2005			2004			2005			2004
	2004			2003			2004			2003
Net income (loss) as reported	$	(52,199	)	$	10,376		$	(96,282	)	$	15,536		$	91,692		$	106,726		$	(4,590	)	$	122,262
Add: Stock-based compensation expense included in reported net income (loss), net of related tax effects		5,242			2,005			8,342			2,797			8,918			4,733			17,260			7,530
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects		(7,923	)		(5,565	)		(13,705	)		(10,631	)		(11,599	)		(7,132	)		(25,304	)		(17,763	)

Pro forma net income (loss)	$	(54,880	)	$	6,816		$	(101,645	)	$	7,702		$	89,011		$	104,327		$	(12,634	)	$	112,029

Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share:
As reported	$	(.32	)	$	.06		$	(.58	)	$	.09		$	.56		$	.60		$	(.03	)	$	.69
Pro forma		(.33	)		.04			(.61	)		.04			.54			.59			(.08	)		.63
Diluted earnings (loss) per share:
As reported													$	.55		$	.59		$	(.03	)	$	.67
Pro forma														.53			.58			(.08	)		.62

9.
10. Supplemental Cash Flow Information

During the ~~six~~nine months ended ~~October~~January 31, ~~2004,~~2005, we paid ~~$316.8~~$406.6 million and ~~$37.3~~$53.6 million for income taxes and interest, respectively. During the ~~six~~nine months ended ~~October~~January 31, ~~2003,~~2004, we paid ~~$170.8~~$245.4 million and ~~$42.7~~$57.5 million for income taxes and interest, respectively.

The following transactions were treated as non-cash investing activities in the condensed consolidated statement of cash flows:

~~(in 000s)~~


Six months ended October 31,	2004		2003
					(in 000s)

Nine months ended January 31,					2005		2004

Residual interest mark-to-market	$	88,867	$	22,910	$	98,713	$	24,731
Additions to residual interests		15,270		1,814		16,470		1,604
Accrued payment on acquisition debt		—		25,000


	(in 000s)

Nine months ended January 31,	2005			2004

Balance, beginning of period	$	123,048		$	49,280
Amounts deferred for new guarantees issued		19,925			19,098
Revenue recognized on previous deferrals		(52,295	)		(47,273	)
Adjustment resulting from change in accounting principle		—			61,487

Balance, end of period	$	90,678		$	82,592

We have commitments to fund mortgage loans to customers as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. The commitments to fund loans amounted to ~~$2.7~~$3.2 billion and $2.6 billion at ~~October~~January 31, ~~2004~~2005 and April 30, 2004, respectively. External market forces impact the probability of commitments being exercised, and therefore, total commitments outstanding do not necessarily represent future cash requirements.

We have entered into whole loan sale agreements with investors in the normal course of business, which include standard representations and warranties customary to the mortgage banking industry. Violations of these representations and warranties may require us to repurchase loans previously sold. A liability has been established related to the potential loss on repurchase of loans previously sold of ~~$36.0~~$36.9 million and $25.2 million at ~~October~~January 31, ~~2004~~2005 and April 30, 2004, respectively, based on historical experience. Repurchased loans are normally sold in subsequent sale transactions.

~~-10-~~

Option One Mortgage Corporation provides a guarantee up to a maximum amount equal to approximately 10% of the aggregate principal balance of mortgage loans held by the Trusts before ultimate disposition of the loans. This guarantee would be called upon in the event adequate proceeds were not available from the sale of the mortgage loans to satisfy the payment obligations of the Trusts. No losses have been sustained on this commitment since its inception. The total principal amount of Trust obligations outstanding as of ~~October~~January 31, ~~2004~~2005 and April 30, 2004 was ~~$3.8~~$5.3 billion and $3.2 billion, respectively. The fair value of mortgage loans held by the Trusts as of ~~October~~January 31, ~~2004~~2005 and April 30, 2004 was ~~$3.9~~$5.4 billion and $3.3 billion, respectively.

We have various contingent purchase price obligations in connection with prior acquisitions. In many cases, contingent payments to be made in connection with these acquisitions are not subject to a stated limit. We estimate the potential payments (undiscounted) total approximately ~~$4.8~~$5.6 million and $7.8 million as of ~~October~~January 31, ~~2004~~2005 and April 30, 2004, respectively. Our estimate is based on current financial conditions. Should actual results differ materially from our assumptions, the potential payments will differ from the above estimate. Such payments, if and when paid, would be recorded as additional cost of the acquired business, generally goodwill.

We have contractual commitments to fund certain franchises requesting draws on Franchise Equity Lines of Credit (FELCs). Our commitment to fund FELCs as of ~~October~~January 31, ~~2004~~2005 and April 30, 2004 totaled ~~$66.1~~$69.1 million and $27.0 million, respectively. We have a receivable of ~~$42.6~~$52.7 million and $35.9 million, which represents the amounts drawn on the FELCs, as of ~~October~~January 31, ~~2004~~2005 and April 30, 2004, respectively.

We routinely enter into contracts that include embedded indemnifications that have characteristics similar to guarantees, including obligations to protect counter parties from losses arising from the following: (a) tax, legal and other risks related to the purchase or disposition of businesses; (b) penalties and interest assessed by Federal and state taxing authorities in connection with tax returns prepared for clients; (c) indemnification of our directors and officers; and (d) third-party claims relating to various arrangements in the normal course of business. Typically, there is no stated maximum payment related to these indemnifications, and the term of indemnities may vary and in many cases is limited only by the applicable statute of limitations. The likelihood of any claims being asserted against us and the ultimate liability related to any such claims, if any, is difficult to predict. While we cannot provide assurance that such claims will not be successfully asserted, we believe the fair value of these guarantees and indemnifications is not material as of ~~October~~January 31, ~~2004.~~2005.

~~11.~~ -11-

12. Litigation Commitments and Contingencies

We have been involved in a number of ~~Refund Anticipation Loan (RAL)~~ class actions and putative ~~RAL~~ class action cases since ~~1990.~~1990 regarding our RAL programs. These cases are based on a variety of legal theories and allegations. These theories and allegations include, among others, that (i) we improperly did not disclose license fees we received from RAL lending banks for RALs they make to our clients, (ii) we owe and breached a fiduciary duty to our clients, and (iii) the RAL program violates laws such as state credit service organization laws and the federal Racketeer Influenced and Corrupt Organizations (RICO) Act. Although we have successfully defended many ~~such~~RAL cases, we incurred a substantial pretax expense ~~of $43.5 million~~ in fiscal year 2003 in connection with the settlement of one ~~such~~RAL case. Several of ~~these~~the RAL cases are still pending and the amounts claimed in some of them are very substantial. ~~To avoid~~We cannot estimate the ~~uncertainty~~range of ~~litigation and the diversion of resources and personnel resulting from the lawsuits, we, the lending bank, and the plaintiffs in the case~~~~Joel E. Zawikowski, et al. v. Beneficial National Bank, H&R Block, Inc., et al.~~~~(renamed~~~~Lynne A. Carnegie, et al. v. H&R Block, Inc., et al.~~), Case No. 98-C-2178 in the United States District Court for Northern Illinois, had agreed to a settlement class and a settlement of RAL-related claims on a nationwide basis. Under that settlement, we and the lending bank agreed to each pay $12.5 million toward a $25.0 million settlement fund for the benefit of the class members. The settlement was approved by the District Court in February 2001. Certain class members who had objectedpossible loss relating to the ~~settlement appealed the order approving the settlement to the Seventh Circuit Court~~RAL cases in light of Appeals. In April 2002, the Court of Appeals reversed the District Court’s order approving the settlement and remanded the matter back to the District Court for further consideration of the fairness and adequacy of the proposed settlement by a new District Court judge. In April 2003, the District Court judge declined to approve the $25.0 million settlement, finding that counsel for the settlement plaintiffs had been inadequate representatives of the plaintiff class and failed to sustain their burden of showingvarious legal uncertainties. However, it is reasonably possible that the settlement was fair. The judge subsequently appointed new counsel for the plaintiffs who filed an amended complaint and a motion for partial summary judgment. In March 2004, the court either dismissed or decertified allultimate cost of ~~the plaintiffs’ claims other than part of one count alleging violations of the racketeering and conspiracy provision of the Racketeer Influenced and Corrupt Organizations act.~~

~~-11-~~

~~The case is currently scheduled to go to trial in March 2005.~~this litigation could be substantial. We intend to continue defending the ~~case and the remaining~~ RAL ~~class action litigation~~cases vigorously, ~~but~~although there are no assurances as to their outcome.

~~On September 8, 2004, our Board of Directors approved a proposed settlement of the case~~~~Joyce Green, et al. v. H&R Block, Inc., Block Financial Corporation, et al.,~~Case No. 97195023, in the Circuit Court for Baltimore City, Maryland. The proposed settlement provided for each class member to receive a small cash payment and a one-time rebate coupon for tax return preparation services and for the defendants to pay settlement administration costs and court-approved legal fees of class counsel. During the process of finalizing the settlement agreement, the parties were unable to reach agreement regarding certain settlement terms. We ~~intend to continue defending the case vigorously, but there is no assurance as to its outcome.~~

~~In addition to the aforementioned cases, we have from time to time been~~are also parties to claims and lawsuits ~~arising out of~~pertaining to our ~~business operations.~~electronic tax return filing services and our POM guarantee program associated with income tax preparation services. These claims and lawsuits include actions by individual plaintiffs, as well as cases in which plaintiffs seek to represent a class of similarly situated customers. The amounts claimed in these claims and lawsuits are substantial in some instances, and the ultimate liability with respect to such litigation and claims is difficult to predict. ~~Some~~We intend to continue defending these cases vigorously, although there are no assurances as to their outcome.

In addition to the aforementioned types of ~~these claims and lawsuits pertain~~cases, we are parties to ~~RALs and our Peace of Mind guarantee program associated with income tax preparation services. Others are~~ claims and lawsuits that we consider to be ordinary, routine ~~litigation~~disputes incidental to our business ~~(“Other Claims”)~~(Other Claims and Lawsuits), including claims and lawsuits concerning the preparation of customers’ income tax returns, the ~~electronic filing of income tax returns, the~~ fees charged customers for various services, ~~the Express IRA program,~~investment products, relationships with franchisees, contract disputes and civil actions, arbitrations, regulatory inquiries and class actions arising out of our business as a broker-dealer and as a servicer of mortgage loans. We believe we have meritorious defenses to each of the Other Claims and Lawsuits and we are defending, or intend to defend, them vigorously. While we cannot provide assurance that we will ultimately prevail in each instance, we believe that amounts, if any, required to be paid by us in the discharge of liabilities or settlements pertaining to Other Claims and Lawsuits will not have a material adverse effect on our consolidated ~~results of operations, cash flows or~~ financial ~~position.~~statements. Regardless of outcome, claims and litigation can adversely affect us due to defense costs, diversion of management and publicity related to such matters.

It is our policy to accrue for amounts related to legal matters if it is probable that a liability has been incurred and anthe amount isof the liability can be reasonably ~~estimable.~~estimated. Many of the various legal proceedings are covered in whole, or in part, by insurance. Any receivable for insurance recoveries is recorded separate from the corresponding litigation reserve, and only if recovery is determined to be probable. Receivables for insurance recoveries at January 31, 2005 were immaterial.

~~12.~~ -12-

13. Segment Information

Information concerning our operations by reportable operating segment is as follows:

~~(in 000s)~~


													(in 000s)

													Three months ended January 31,						Nine months ended January 31,

	Three months ended October 31,						Six months ended October 31,						2005			2004			2005			2004
	2004			2003			2004			2003
Revenues:
Tax Services	$	74,106		$	66,284		$	124,553		$	112,265		$	531,086		$	474,495		$	655,639		$	586,760
Mortgage Services		281,634			340,173			549,767			632,762			304,643			317,599			854,410			950,361
Business Services		129,047			109,024			238,149			207,523			132,872			112,293			371,021			319,816
Investment Services		53,761			52,703			107,342			109,690			62,104			57,753			169,446			167,443
Corporate		707			688			2,155			2,016			1,302			690			3,457			2,706

	$	539,255		$	568,872		$	1,021,966		$	1,064,256		$	1,032,007		$	962,830		$	2,053,973		$	2,027,086

Pretax income (loss):
Tax Services	$	(133,972	)	$	(130,383	)	$	(246,961	)	$	(229,963	)	$	64,337		$	61,827		$	(182,624	)	$	(168,136	)
Mortgage Services		106,200			184,026			199,740			347,855			111,681			154,476			311,421			502,331
Business Services		(4,913	)		(2,732	)		(14,984	)		(9,411	)		5,936			1,955			(9,048	)		(7,456	)
Investment Services		(24,566	)		(15,336	)		(42,837	)		(29,093	)		(18,312	)		(12,811	)		(61,149	)		(41,904	)
Corporate		(28,673	)		(18,441	)		(53,446	)		(43,425	)		(11,959	)		(29,327	)		(65,405	)		(72,752	)

Income (loss) before taxes	$	(85,924	)	$	17,134		$	(158,488	)	$	35,963		$	151,683		$	176,120		$	(6,805	)	$	212,083

in pretax losses, respectively. Our international operations contributed ~~$19.1~~$10.8 million and ~~$24.6~~$35.4 million in revenues for the three and ~~six~~nine months ended ~~October~~January 31, ~~2003,~~2004, respectively, and ~~$0.6~~$6.4 million ~~of pretax income~~ and ~~$5.9~~$12.3 million in pretax losses, respectively. The previously reported International Tax Operations segment has been aggregated with U.S. Tax Operations in the Tax Services segment, and prior year results have been restated to reflect this change.

~~13.~~ The pretax loss from our Corporate segment for the three and nine months ended January 31, 2005 includes a non-operating gain of $16.7 million, or $0.06 per diluted share, resulting from a legal recovery.

14. New Accounting Pronouncements

In December 2004, Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (SFAS 123R) was issued. SFAS 123R revises the original SFAS 123 on stock-based compensation primarily by requiring all entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. Compensation expense must be recognized for the unvested portions of all awards outstanding as of the date of adoption. The provisions of this standard are effective as of the beginning of our second quarter of fiscal year 2006. We are currently evaluating what effect the adoption of SFAS 123R will have on our consolidated financial statements.

In October 2004, the American Jobs Creation Act (the Act) was signed into law. The Act introduces a one-time deduction for dividends received from the repatriation of certain foreign earnings, provided certain criteria are met. We have begun our evaluation of the effects of the Act, but do not expect to be able to complete this evaluation until additional clarifying language on key elements of the Act are issued. As of January 31, 2005, we have not provided deferred taxes on foreign earnings because we intended to indefinitely reinvest such earnings outside the United States. Whether we will ultimately take advantage of this provision depends on our review of the Act and any additional guidance provided and we are therefore currently uncertain as to the impact, if any, this matter will have on our consolidated financial statements, and are unable to estimate the amount of earnings we may repatriate.

Exposure Draft – Amendment of SFAS 140

The Financial Accounting Standards Board (FASB) intends to reissue the exposure draft, “Qualifying Special Purpose Entities and Isolation of Transferred Assets, an Amendment of FASB Statement No. 140,” during the ~~second~~third quarter of calendar year 2005. The purpose of the proposal is to provide more specific guidance on the accounting for transfers of financial assets to a ~~qualifying special purpose entity (QSPE).~~QSPE.

-13-

Provisions in the first exposure draft, as well as tentative decisions reached by the FASB during its deliberations, may require us to consolidate our current QSPEs (the Trusts) established in our Mortgage Services segment. As of ~~October~~January 31, ~~2004,~~2005, the Trusts had both assets and liabilities of ~~$3.8~~$5.3 billion. The provisions of the exposure draft are subject to FASB due process and are subject to change. We will continue to monitor the status of the exposure draft, and consider changes, if any, to current structures as a result of the proposed rules.

~~14.~~15. Condensed Consolidating Financial Statements

Block Financial Corporation (BFC) is an indirect, wholly owned consolidated subsidiary of the Company. BFC is the Issuer and the Company is the Guarantor of the Senior Notes issued on October 21, 1997, April 13, 2000 and October 26, 2004. These condensed consolidating financial statements have been prepared using the equity method of accounting. Earnings of subsidiaries are, therefore, reflected in the Company’s investment in subsidiaries account. The elimination entries eliminate investments in subsidiaries, related stockholder’s equity and other intercompany balances and transactions. The income statement for the three and ~~six~~nine months ended ~~October~~January 31, ~~2003~~2004 and statement of cash flows for the ~~six~~nine months ended ~~October~~January 31, ~~2003~~2004 and balance sheet as of April 30, 2004 have been adjusted to reflect intercompany royalties between BFC and other subsidiaries. These adjustments have no effect on H&R Block, Inc. (Guarantor) or Consolidated H&R Block.

Condensed Consolidating Income Statements

~~(in 000s)~~


																								(in 000s)

	Three months ended October 31, 2004														Three months ended January 31, 2005
	H&R Block, Inc.			BFC		Other						Consolidated			H&R Block, Inc.		BFC		Other					Consolidated
	(Guarantor)			(Issuer)		Subsidiaries			Elims			H&R Block			(Guarantor)		(Issuer)		Subsidiaries		Elims			H&R Block
Total revenues	$	—		$	338,168	$	204,439		$	(3,352	)	$	539,255		$	—	$	442,279	$	593,396	$	(3,668	)	$	1,032,007


Cost of services		—			93,834		224,936			63			318,833			—		104,532		404,641		(69	)		509,104
Other		—			181,107		130,164			(3,415	)		307,856			—		218,724		175,827		(3,599	)		390,952

Total expenses		—			274,941		355,100			(3,352	)		626,689			—		323,256		580,468		(3,668	)		900,056

Operating income (loss)		—			63,227		(150,661	)		—			(87,434	)
Operating income																—		119,023		12,928		—			131,951
Other income, net		(85,924	)		—		1,510			85,924			1,510			151,683		16,694		3,038		(151,683	)		19,732

Income (loss) before taxes		(85,924	)		63,227		(149,151	)		85,924			(85,924	)
Income taxes (benefit)		(33,725	)		27,201		(60,926	)		33,725			(33,725	)
Income before taxes																151,683		135,717		15,966		(151,683	)		151,683
Income taxes																59,991		55,491		4,500		(59,991	)		59,991

Net income (loss)	$	(52,199	)	$	36,026	$	(88,225	)	$	52,199		$	(52,199	)
Net income															$	91,692	$	80,226	$	11,466	$	(91,692	)	$	91,692


	Three months ended January 31, 2004
	H&R Block, Inc.		BFC		Other					Consolidated
	(Guarantor)		(Issuer)		Subsidiaries		Elims			H&R Block
Total revenues	$	—	$	443,546	$	523,660	$	(4,376	)	$	962,830


Cost of services		—		96,911		357,669		(238	)		454,342
Other		—		200,534		137,698		(4,248	)		333,984

Total expenses		—		297,445		495,367		(4,486	)		788,326

Operating income		—		146,101		28,293		110			174,504
Other income, net		176,120		—		1,616		(176,120	)		1,616

Income before taxes		176,120		146,101		29,909		(176,010	)		176,120
Income taxes		69,394		59,261		10,089		(69,350	)		69,394

Net income	$	106,726	$	86,840	$	19,820	$	(106,660	)	$	106,726

Three months ended October 31, 2003
H&R Block, Inc. BFC Other Consolidated
(Guarantor)
(Issuer)
Subsidiaries
Elims
H&R Block
Total revenues $ — $ 396,296 $ 175,308 $ (2,732 ) $ 568,872

Cost of services — 85,127 198,025 (226 ) 282,926
Other — 175,259 97,387 (2,670 ) 269,976

Total expenses — 260,386 295,412 (2,896 ) 552,902

Operating income (loss) — 135,910 (120,104 ) 164 15,970
Other income, net 17,134 — 1,164 (17,134 ) 1,164

Income (loss) before taxes 17,134 135,910 (118,940 ) (16,970 ) 17,134
Income taxes (benefit) 6,758 55,323 (48,629 ) (6,694 ) 6,758

Net income (loss) $ 10,376 $ 80,587 $ (70,311 ) $ (10,276 ) $ 10,376

Six months ended October 31, 2004
H&R Block, Inc. BFC Other Consolidated
(Guarantor)
(Issuer)
Subsidiaries
Elims
H&R Block
Total revenues $ — $ 662,930 $ 365,655 $ (6,619 ) $ 1,021,966

Cost of services — 189,277 418,649 109 608,035
Other — 354,472 228,193 (6,728 ) 575,937

Total expenses — 543,749 646,842 (6,619 ) 1,183,972

Operating income (loss) — 119,181 (281,187 ) — (162,006 )
Other income, net (158,488 ) — 3,518 158,488 3,518

Income (loss) before taxes (158,488 ) 119,181 (277,669 ) 158,488 (158,488 )
Income taxes (benefit) (62,206 ) 51,560 (113,766 ) 62,206 (62,206 )

Net income (loss) $ (96,282 ) $ 67,621 $ (163,903 ) $ 96,282 $ (96,282 )

Six months ended October 31, 2003
H&R Block, Inc. BFC Other Consolidated
(Guarantor)
(Issuer)
Subsidiaries
Elims
H&R Block
Total revenues $ — $ 751,321 $ 318,151 $ (5,216 ) $ 1,064,256

Cost of services — 168,521 366,489 (433 ) 534,577
Other — 319,160 182,527 (5,112 ) 496,575

Total expenses — 487,681 549,016 (5,545 ) 1,031,152

Operating income (loss) — 263,640 (230,865 ) 329 33,104
Other income, net 35,963 — 2,859 (35,963 ) 2,859

Income (loss) before taxes 35,963 263,640 (228,006 ) (35,634 ) 35,963
Income taxes (benefit) 14,068 107,467 (93,528 ) (13,939 ) 14,068

Net income (loss) before change in accounting 21,895 156,173 (134,478 ) (21,695 ) 21,895
Cumulative effect of change in accounting (6,359 ) — (6,359 ) 6,359 (6,359 )

Net income (loss) $ 15,536 $ 156,173 $ (140,837 ) $ (15,336 ) $ 15,536

-14-


	Nine months ended January 31, 2005
	H&R Block, Inc.			BFC		Other						Consolidated
	(Guarantor)			(Issuer)		Subsidiaries			Elims			H&R Block
Total revenues	$	—		$	1,105,209	$	959,051		$	(10,287	)	$	2,053,973


Cost of services		—			293,809		831,045			40			1,124,894
Other		—			573,196		396,265			(10,327	)		959,134

Total expenses		—			867,005		1,227,310			(10,287	)		2,084,028

Operating income (loss)		—			238,204		(268,259	)		—			(30,055	)
Other income, net		(6,805	)		16,694		6,556			6,805			23,250

Income (loss) before taxes		(6,805	)		254,898		(261,703	)		6,805			(6,805	)
Income taxes (benefit)		(2,215	)		107,051		(109,266	)		2,215			(2,215	)

Net income (loss)	$	(4,590	)	$	147,847	$	(152,437	)	$	4,590		$	(4,590	)


	Nine months ended January 31, 2004
	H&R Block, Inc.			BFC		Other						Consolidated
	(Guarantor)			(Issuer)		Subsidiaries			Elims			H&R Block
Total revenues	$	—		$	1,194,867	$	841,811		$	(9,592	)	$	2,027,086


Cost of services		—			265,432		726,826			(671	)		991,587
Other		—			519,694		317,557			(9,360	)		827,891

Total expenses		—			785,126		1,044,383			(10,031	)		1,819,478

Operating income (loss)		—			409,741		(202,572	)		439			207,608
Other income, net		212,083			—		4,475			(212,083	)		4,475

Income (loss) before taxes		212,083			409,741		(198,097	)		(211,644	)		212,083
Income taxes (benefit)		83,462			166,728		(83,439	)		(83,289	)		83,462

Net income (loss) before change in accounting		128,621			243,013		(114,658	)		(128,355	)		128,621
Cumulative effect of change in accounting		(6,359	)		—		(6,359	)		6,359			(6,359	)

Net income (loss)	$	122,262		$	243,013	$	(121,017	)	$	(121,996	)	$	122,262

Condensed Consolidating Balance Sheets

~~(in 000s)~~

October 31, 2004
H&R Block, Inc. BFC Other Consolidated
(Guarantor)
(Issuer)
Subsidiaries
Elims
H&R Block
Cash & cash equivalents $ — $ 175,689 $ 400,107 $ — $ 575,796
Cash & cash equivalents- restricted — 477,611 19,187 — 496,798
Receivables from customers, brokers and dealers, net — 610,039 — — 610,039
Receivables, net 1,255 186,354 180,463 — 368,072
Intangible assets and goodwill, net — 447,141 817,258 — 1,264,399
Investments in subsidiaries 4,242,076 210 416 (4,242,076 ) 626
Other assets — 1,178,149 402,979 — 1,581,128

Total assets $ 4,243,331 $ 3,075,193 $ 1,820,410 $ (4,242,076 ) $ 4,896,858

Commercial paper $ — $ 316,056 $ — $ — $ 316,056
Accts. payable to customers, brokers and dealers — 1,000,083 — — 1,000,083
Long-term debt — 896,173 35,608 — 931,781
Other liabilities 2 579,333 754,923 13 1,334,271
Net intercompany advances 2,928,662 (1,084,503 ) (1,844,146 ) (13 ) —
Stockholders’ equity 1,314,667 1,368,051 2,874,025 (4,242,076 ) 1,314,667

Total liabilities and stockholders’ equity $ 4,243,331 $ 3,075,193 $ 1,820,410 $ (4,242,076 ) $ 4,896,858

																												��
																										(in 000s)

	April 30, 2004														January 31, 2005
	H&R Block, Inc.			BFC			Other						Consolidated		H&R Block, Inc.		BFC			Other						Consolidated
	(Guarantor)			(Issuer)			Subsidiaries			Elims			H&R Block		(Guarantor)		(Issuer)			Subsidiaries			Elims			H&R Block
Cash & cash equivalents	$	—		$	132,076		$	939,600		$	—		$	1,071,676	$	—	$	138,602		$	437,544		$	—		$	576,146
Cash & cash equivalents- restricted		—			532,201			13,227			—			545,428
Cash & cash equivalents – restricted																—		520,000			15,318			—			535,318
Receivables from customers, brokers and dealers, net		—			625,076			—			—			625,076		—		623,225			—			—			623,225
Receivables, net		180			168,879			178,851			—			347,910		396		1,104,735			355,966			—			1,461,097
Intangible assets and goodwill, net		—			461,791			823,456			—			1,285,247		—		439,816			831,294			—			1,271,110
Investments in subsidiaries		4,291,693			205			297			(4,291,693	)		502		4,335,074		210			428			(4,335,074	)		638
Other assets		(145	)		1,115,435			389,270			(373	)		1,504,187		—		1,196,549			476,989			49			1,673,587

Total assets	$	4,291,728		$	3,035,663		$	2,344,701		$	(4,292,066	)	$	5,380,026	$	4,335,470	$	4,023,137		$	2,117,539		$	(4,335,025	)	$	6,141,121


Commercial paper															$	—	$	1,508,784		$	20,098		$	—		$	1,528,882
Accts. payable to customers, brokers and dealers	$	—		$	1,065,793		$	—		$	—		$	1,065,793		—		1,035,228			—			—			1,035,228
Long-term debt		—			498,225			47,586			—			545,811		—		896,382			32,147			—			928,529
Other liabilities		15,879			509,151			1,345,822			561			1,871,413		2		335,161			864,661			8			1,199,832
Net intercompany advances		2,378,840			(304,432	)		(2,073,847	)		(561	)		—		2,886,818		(1,196,776	)		(1,690,083	)		41			—
Stockholders’ equity		1,897,009			1,266,926			3,025,140			(4,292,066	)		1,897,009		1,448,650		1,444,358			2,890,716			(4,335,074	)		1,448,650

Total liabilities and stockholders’ equity	$	4,291,728		$	3,035,663		$	2,344,701		$	(4,292,066	)	$	5,380,026	$	4,335,470	$	4,023,137		$	2,117,539		$	(4,335,025	)	$	6,141,121


	April 30, 2004
	H&R Block, Inc.			BFC			Other						Consolidated
	(Guarantor)			(Issuer)			Subsidiaries			Elims			H&R Block
Cash & cash equivalents	$	—		$	132,076		$	939,600		$	—		$	1,071,676
Cash & cash equivalents – restricted		—			532,201			13,227			—			545,428
Receivables from customers, brokers and dealers, net		—			625,076			—			—			625,076
Receivables, net		180			168,879			178,851			—			347,910
Intangible assets and goodwill, net		—			461,791			823,456			—			1,285,247
Investments in subsidiaries		4,291,693			205			297			(4,291,693	)		502
Other assets		(145	)		1,115,435			389,270			(373	)		1,504,187

Total assets	$	4,291,728		$	3,035,663		$	2,344,701		$	(4,292,066	)	$	5,380,026


Accts. payable to customers, brokers and dealers	$	—		$	1,065,793		$	—		$	—		$	1,065,793
Long-term debt		—			498,225			47,586			—			545,811
Other liabilities		15,879			509,151			1,345,822			561			1,871,413
Net intercompany advances		2,378,840			(304,432	)		(2,073,847	)		(561	)		—
Stockholders’ equity		1,897,009			1,266,926			3,025,140			(4,292,066	)		1,897,009

Total liabilities and stockholders’ equity	$	4,291,728		$	3,035,663		$	2,344,701		$	(4,292,066	)	$	5,380,026

Condensed Consolidating Statements of Cash Flows

~~(in 000s)~~

Six months ended October 31, 2004
H&R Block, Inc. BFC Other Consolidated
(Guarantor)
(Issuer)
Subsidiaries
Elims
H&R Block
Net cash used in operating activities: $ 810 $ 51,811 $ (727,708 ) $ — $ (675,087 )

Cash flows from investing:
Cash received on residuals — 73,477 — — 73,477
Purchase property & equipment — (12,785 ) (42,464 ) — (55,249 )
Payments for business acquisitions — — (5,472 ) — (5,472 )
Net intercompany advances 544,812 — — (544,812 ) —
Other, net — (96 ) 12,234 — 12,138

Net cash provided by (used in) investing activities 544,812 60,596 (35,702 ) (544,812 ) 24,894

Cash flows from financing:
Repayments of commercial paper — (1,376,877 ) — — (1,376,877 )
Proceeds from commercial paper — 1,692,933 — — 1,692,933
Proceeds from long-term debt — 395,221 — — 395,221
Dividends paid (69,997 ) — — — (69,997 )
Acquisition of treasury shares (529,558 ) — — — (529,558 )
Proceeds from common stock 53,933 — — — 53,933
Net intercompany advances — (780,071 ) 235,259 544,812 —
Other, net — — (11,342 ) — (11,342 )

Net cash provided by (used in) financing activities (545,622 ) (68,794 ) 223,917 544,812 154,313

Net increase (decrease) in cash — 43,613 (539,493 ) — (495,880 )
Cash - beginning of period — 132,076 939,600 — 1,071,676

Cash - end of period $ — $ 175,689 $ 400,107 $ — $ 575,796


																												(in 000s)

	Six months ended October 31, 2003															Nine months ended January 31, 2005
	H&R Block, Inc.			BFC			Other						Consolidated			H&R Block, Inc.			BFC			Other						Consolidated
	(Guarantor)			(Issuer)			Subsidiaries			Elims			H&R Block			(Guarantor)			(Issuer)			Subsidiaries			Elims			H&R Block
Net cash provided by (used in) operating activities:	$	6,269		$	(96,440	)	$	(373,179	)	$	—		$	(463,350	)	$	16,683		$	(828,974	)	$	(772,960	)	$	—		$	(1,585,251	)

Cash flows from investing:
Cash received on residuals		—			68,850			—			—			68,850			—			100,344			—			—			100,344
Purchase property & equipment		—			(10,212	)		(33,379	)		—			(43,591	)		—			(26,355	)		(111,128	)		—			(137,483	)
Payments for business acquisitions		—			—			(123,337	)		—			(123,337	)		—			—			(26,348	)		—			(26,348	)
Net intercompany advances		180,814			—			—			(180,814	)		—			499,699			—			—			(499,699	)		—
Other, net		—			16,700			(10,009	)		—			6,691			—			(150	)		15,357			—			15,207

Net cash provided by (used in) investing activities		180,814			75,338			(166,725	)		(180,814	)		(91,387	)		499,699			73,839			(122,119	)		(499,699	)		(48,280	)

Cash flows from financing:
Repayments of commercial paper		—			(499,771	)		—			—			(499,771	)		—			(2,348,966	)		—			—			(2,348,966	)
Proceeds from commercial paper		—			624,401			—			—			624,401			—			3,857,750			20,098			—			3,877,848
Repayment of long-term debt																	—			(250,000	)		—			—			(250,000	)
Proceeds from long-term debt																	—			395,221			—			—			395,221
Payments on acquisition debt																	—			—			(19,462	)		—			(19,462	)
Dividends paid		(68,087	)		—			—			—			(68,087	)		(106,422	)		—			—			—			(106,422	)
Acquisition of treasury shares		(178,847	)		—			—			—			(178,847	)		(529,852	)		—			—			—			(529,852	)
Proceeds from issuance of common stock		59,851			—			—			—			59,851
Proceeds from common stock																	119,892			—			—			—			119,892
Net intercompany advances		—			(175,150	)		(5,664	)		180,814			—			—			(892,344	)		392,645			499,699			—
Other, net		—			50,100			(46,933	)		—			3,167			—			—			(258	)		—			(258	)

Net cash used in financing activities		(187,083	)		(420	)		(52,597	)		180,814			(59,286	)
Net cash provided by (used in) financing activities																	(516,382	)		761,661			393,023			499,699			1,138,001

Net decrease in cash		—			(21,522	)		(592,501	)		—			(614,023	)
Cash - beginning of period		—			180,181			695,172			—			875,353
Net increase (decrease) in cash																	—			6,526			(502,056	)		—			(495,530	)
Cash – beginning of period																	—			132,076			939,600			—			1,071,676

Cash - end of period	$	—		$	158,659		$	102,671		$	—		$	261,330
Cash – end of period																$	—		$	138,602		$	437,544		$	—		$	576,146


	Nine months ended January 31, 2004
	H&R Block, Inc.			BFC			Other						Consolidated
	(Guarantor)			(Issuer)			Subsidiaries			Elims			H&R Block
Net cash provided by (used in) operating activities:	$	30,336		$	(635,888	)	$	(396,088	)	$	—		$	(1,001,640	)

Cash flows from investing:
Cash received on residuals		—			127,997			—			—			127,997
Purchase property & equipment		—			(28,037	)		(53,141	)		—			(81,178	)
Payments for business acquisitions		—			—			(280,280	)		—			(280,280	)
Net intercompany advances		333,289			—			—			(333,289	)		—
Other, net		—			40,474			(4,422	)		—			36,052

Net cash provided by (used in) investing activities		333,289			140,434			(337,843	)		(333,289	)		(197,409	)

Cash flows from financing:
Repayments of commercial paper		—			(1,022,716	)		—			—			(1,022,716	)
Proceeds from commercial paper		—			2,433,893			—			—			2,433,893
Payments on acquisition debt		—			—			(50,820	)		—			(50,820	)
Repayments of securitization financing		—			(50,100	)		—			—			(50,100	)
Proceeds from securitization financing		—			50,100			—			—			50,100
Dividends paid		(103,538	)		—			—			—			(103,538	)
Acquisition of treasury shares		(371,242	)		—			—			—			(371,242	)
Proceeds from issuance of common stock		111,155			—			—			—			111,155
Net intercompany advances		—			(938,167	)		604,878			333,289			—
Other, net		—			—			(1,947	)		—			(1,947	)

Net cash provided by (used in) financing activities		(363,625	)		473,010			552,111			333,289			994,785

Net decrease in cash		—			(22,444	)		(181,820	)		—			(204,264	)
Cash – beginning of period		—			180,181			695,172			—			875,353

Cash – end of period	$	—		$	157,737		$	513,352		$	—		$	671,089

-17-

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

RESULTS OF OPERATIONS

H&R Block is a diversified company delivering tax services and financial advice, investment and mortgage services, and business and consulting services. For nearly 50 years, we have been developing relationships with millions of tax clients and our strategy is to expand on these relationships. Our Tax Services segment provides income tax return preparation services, electronic filing services and other services and products related to income tax return preparation to the general public in the United States, Canada, Australia and the United Kingdom. We also offer investment services through H&R Block Financial Advisors, Inc. (HRBFA). Our Mortgage Services segment offers a full range of home mortgage services through Option One Mortgage Corporation (OOMC) and H&R Block Mortgage Corporation (HRBMC). RSM McGladrey Business Services, Inc. (RSM) is a national accounting, tax and consulting firm primarily serving mid-sized businesses.

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

Key to achieving our mission is the enhancement of client experiences through consistent delivery of valuable services and advice. Operating through multiple lines of business allows us to better meet the changing financial needs of our clients.

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



Consolidated H&R Block, Inc. – Operating Results							(in 000s, except per share amounts)

	Three months ended January 31,						Nine months ended January 31,

	2005			2004			2005			2004

Revenues:
Tax Services	$	531,086		$	474,495		$	655,639		$	586,760
Mortgage Services		304,643			317,599			854,410			950,361
Business Services		132,872			112,293			371,021			319,816
Investment Services		62,104			57,753			169,446			167,443
Corporate		1,302			690			3,457			2,706

	$	1,032,007		$	962,830		$	2,053,973		$	2,027,086

Pretax income (loss):
Tax Services	$	64,337		$	61,827		$	(182,624	)	$	(168,136	)
Mortgage Services		111,681			154,476			311,421			502,331
Business Services		5,936			1,955			(9,048	)		(7,456	)
Investment Services		(18,312	)		(12,811	)		(61,149	)		(41,904	)
Corporate		(11,959	)		(29,327	)		(65,405	)		(72,752	)

		151,683			176,120			(6,805	)		212,083
Income taxes (benefit)		59,991			69,394			(2,215	)		83,462

Net income (loss) before change in accounting principle		91,692			106,726			(4,590	)		128,621
Cumulative effect of change in accounting principle		—			—			—			(6,359	)

Net income (loss)	$	91,692		$	106,726		$	(4,590	)	$	122,262


Basic earnings (loss) per share	$	.56		$	.60		$	(.03	)	$	.69

Diluted earnings (loss) per share	$	.55		$	.59		$	(.03	)	$	.67

~~Consolidated H&R Block, Inc. – Operating Results~~	~~(in 000s, except per share amounts)~~

Three months ended October 31,
Six months ended October 31,
2004
2003
2004
2003
Revenues:
Tax Services $ 74,106 $ 66,284 $ 124,553 $ 112,265
Mortgage Services 281,634 340,173 549,767 632,762
Business Services 129,047 109,024 238,149 207,523
Investment Services 53,761 52,703 107,342 109,690
Corporate 707 688 2,155 2,016

$ 539,255 $ 568,872 $ 1,021,966 $ 1,064,256

Pretax income (loss):
Tax Services $ (133,972 ) $ (130,383 ) $ (246,961 ) $ (229,963 )
Mortgage Services 106,200 184,026 199,740 347,855
Business Services (4,913 ) (2,732 ) (14,984 ) (9,411 )
Investment Services (24,566 ) (15,336 ) (42,837 ) (29,093 )
Corporate (28,673 ) (18,441 ) (53,446 ) (43,425 )

Income (loss) before taxes (85,924 ) 17,134 (158,488 ) 35,963
Income taxes (benefit) (33,725 ) 6,758 (62,206 ) 14,068

Net income (loss) before change in accounting principle (52,199 ) 10,376 (96,282 ) 21,895
Cumulative effect of change in accounting principle — — — (6,359 )

Net income (loss) $ (52,199 ) $ 10,376 $ (96,282 ) $ 15,536

Basic earnings (loss) per share $ (.32 ) $ .06 $ (.58 ) $ .09

Diluted earnings (loss) per share $ (.32 ) $ .06 $ (.58 ) $ .09

OVERVIEW

A summary of our results ~~for the six months ended October 31, 2004~~ compared to the prior year is as follows:

~~The net loss for the first half of fiscal year 2005 was $96.3 million, compared to net income, before the change in accounting principle, of $21.9 million in 2004.~~

•

Diluted earnings per share for the three months ended January 31, 2005 and 2004 was $0.55 and $0.59, respectively, and a loss of $0.03 and income of $0.67 for the respective nine-month periods. Results for the current quarter include a non-operating gain of $16.7 million, or $0.06 per diluted share, resulting from a legal recovery.

~~-17-~~-18-

• •   Tax Services’ pretax income increased $2.5 million, to $64.3 million for the quarter. For the nine months, the pretax loss increased ~~$17.0~~$14.5 million to ~~$247.0~~$182.6 million, primarily due to ~~off-season expenses related to the former major franchise territories acquired in the second quarter of last year,~~ real estate expansion, ~~and marketing costs.~~which resulted in the opening of a net 939 new company-owned office locations.

• •   Mortgage Services’ revenues and pretax ~~earnings~~income decreased ~~$83.0~~$13.0 million and ~~$148.1~~$42.8 million, ~~respectively. The decline is~~respectively, for the three months ended January 31, 2005. Revenues and pretax income decreased $96.0 million and $190.9 million, for the respective nine-month periods. These declines are due to increased price competition and poorer execution in the secondary market, partially offset by increases in origination volumes of 56.8% and ~~higher loan origination costs.~~27.7% for the three and nine months, respectively.

• •   Business Services’ revenues increased ~~$30.6~~$20.6 million ~~or 14.8%,~~and $51.2 million for the three and nine months ended January 31, 2005, respectively, primarily due to higher chargeable hours in our accounting, tax and consulting ~~business and the~~business. Chargeable hours increased primarily as a result of risk management services ~~they are providing. The~~and business development initiatives. Pretax income increased $4.0 million for the current quarter primarily due to revenue growth. For the nine months ended January 31, 2005, the pretax loss increased ~~$5.6~~$1.6 million ~~or 59.2%, over the prior year~~ primarily due to increased personnel recruiting and compensation costs and investments ~~we are making~~made in our ~~developing lines of business.~~emerging businesses.

• •   Investment Services’ revenues ~~declined $2.3~~increased $4.4 million and $2.0 million and the pretax loss increased ~~$13.7 million.~~$5.5 million and $19.2 million for the three and nine months, respectively. Declining results are primarily due to ~~a $6.0 million write-down of a branch office facility and~~ additional compensation and benefits from higher commission rates and financial incentives for new ~~advisors.~~advisors coupled with increased legal expenses, partially offset by gains on the disposition of certain assets. In addition, a $6.0 million write-down of a branch office facility in the second quarter contributed to the increased loss during the nine months ended January 31, 2005.

TAX SERVICES

This segment primarily consists of our income tax preparation businesses – retail, online and software.



Tax Services – Operating Statistics (U.S. only)

	Period January 1 through January 31,

	2005		2004

Clients served (in 000s):
Company-owned offices		2,447		2,362
Franchise offices		1,406		1,352
Digital tax solutions⁽¹⁾		1,129		1,268

		4,982		4,982

Average fee per client served:⁽²⁾
Company-owned offices	$	149.94	$	140.25
Franchise offices		130.82		125.61

	$	142.97	$	134.92

Refund anticipation loans (RALs) (in 000s):
Company-owned offices		1,197		1,184
Franchise offices		714		709
Digital tax solutions		12		20

		1,923		1,913

Offices:
Company-owned offices		5,811		5,172
Company-owned shared office locations⁽³⁾		1,296		996

Total company-owned offices		7,107		6,168


Franchise offices		3,528		3,418
Franchise shared office locations⁽³⁾		526		323

Total franchise offices		4,054		3,741

		11,161		9,909



~~Tax Services – Operating Results~~

		~~(in 000s)~~⁽¹⁾ Includes online completed and paid returns and federal software units sold.
		⁽²⁾ Calculated as tax preparation and related fees divided by clients served.
		⁽³⁾ Shared locations include offices located within Wal-Mart, Sears and other third-party businesses.

-19-



Tax Services – Operating Results								(in 000s)

	Three months ended January 31,				Nine months ended January 31,

	2005		2004		2005			2004

Service revenues:
Tax preparation and related fees	$	375,343	$	339,204	$	428,322		$	383,993
Online tax services		10,740		8,200		12,048			9,171
Other services		23,885		15,812		77,025			64,771

		409,968		363,216		517,395			457,935
Royalties		50,920		44,427		56,271			49,410
RAL participation fees		43,354		37,185		43,520			37,192
RAL waiver fees		—		988		—			6,548
Software sales		17,812		18,915		20,437			19,733
Other		9,032		9,764		18,016			15,942

Total revenues		531,086		474,495		655,639			586,760


Cost of services:
Compensation and benefits		179,187		160,001		253,108			226,240
Occupancy		74,270		66,142		177,779			158,444
Depreciation		14,907		12,924		33,522			31,021
Supplies		12,701		11,410		20,716			17,897
Other		47,484		42,872		106,860			101,808

		328,549		293,349		591,985			535,410
Cost of software sales		12,731		13,231		20,400			19,939
Selling, general and administrative		125,469		106,088		225,878			199,547

Total expenses		466,749		412,668		838,263			754,896

Pretax income (loss)	$	64,337	$	61,827	$	(182,624	)	$	(168,136	)

Three months ended October 31,
Six months ended October 31,
2004
2003
2004
2003
Service revenues:
Tax preparation and related fees $ 33,986 $ 28,770 $ 53,148 $ 45,018
Online tax services 607 424 1,308 971
Other services 28,714 27,269 52,971 48,730

63,307 56,463 107,427 94,719
Software sales 1,280 701 2,625 818
Royalties 3,739 3,416 5,351 4,983
RAL waiver fees — 1,446 — 5,560
Other 5,780 4,258 9,150 6,185

Total revenues 74,106 66,284 124,553 112,265

Cost of services:
Compensation and benefits 43,237 38,425 73,921 66,239
Occupancy 52,838 48,299 103,509 92,302
Depreciation 9,637 9,686 18,615 18,097
Supplies 5,754 4,873 8,015 6,487
Other 31,480 32,155 59,376 58,936

142,946 133,438 263,436 242,061
Cost of software sales 4,399 4,625 7,669 6,708
Selling, general and administrative 60,733 58,604 100,409 93,459

Total expenses 208,078 196,667 371,514 342,228

Pretax loss $ (133,972 ) $ (130,383 ) $ (246,961 ) $ (229,963 )

Three months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004

Tax Services’ revenues increased ~~$7.8~~$56.6 million, or ~~11.8%~~11.9%, for the three months ended ~~October~~January 31, ~~2004~~2005 compared to the prior year.

Tax preparation and related fees increased ~~$5.2~~$36.1 million, or ~~18.1%~~10.7%, for the current quarter. This increase is primarily due ~~in part~~ to ~~Australian operations, which is currently~~an increase in the ~~middle of its tax season. Australian tax returns prepared~~average fee per U.S. client served, coupled with an increase in U.S. clients served in offices. The average fee per client served increased ~~7.0% and the average charge increased 2.4%, resulting in $2.7 million of additional revenues. Revenues also increased $1.2 million due~~6.9% to ~~clients accepting their returns~~$149.94 in the current ~~quarter, which were started and/or completed~~year compared to $140.25 last year. Clients served in ~~a previous fiscal~~company-owned offices during the current tax season totaled 2.4 million, up 3.6% from the prior year. We estimate that approximately $10.8 million of the total increase is due to new offices opened during the current year.

Other service revenues increased ~~$1.4~~$8.1 million primarily as a result of additional revenues associated with Refund Anticipation Checks (RACs), Express IRAs and, to a lesser extent, increased revenues from POM guarantees.

The average fee per client served at franchise offices increased by 4.1%, while clients served rose 4.0%. These increases, coupled with a slight increase in the royalty rate during the current quarter, resulted in a $6.5 million increase in royalty revenue.

Revenues earned during the current quarter in connection with RAL participations totaled $43.4 million, an increase of 16.6% over the prior year. This increase is primarily due to an increase in the dollar value of loans in which we purchased participation interests, resulting from an increase in the fee charged by the lender, an increase in our clients’ average refund size, and an increase in the maximum loan amount allowed by the lender.

Cost of services for the three months ended ~~October~~January 31, ~~2004~~2005 increased ~~$9.5~~$35.2 million, or ~~7.1%~~12.0%, from the prior year. Our real estate expansion efforts have contributed to increases across all cost of services categories and resulted in ~~both our occupancy expenses~~a net 639 new stand-alone company-owned offices and ~~costs related to additional tax courses offered, which we anticipate will provide us with~~

~~-18-~~

~~the staffing necessary for the~~a net 300 new ~~offices.~~company-owned shared-office locations. Compensation and benefits increased ~~$4.8~~$19.2 million primarily due to an increase in the ~~instructors~~number of tax professionals and support ~~personnel~~staff needed ~~to offer these additional tax courses,~~for our new offices, the increase in revenues and $1.1 million in increased stock-based compensation for seasonal employees. Additionally, off-season expenses related to the former major franchise territories acquired in the second quarter of fiscal year 2004, increased compensation and benefits $1.0 million. These increases were partially offset by a decrease inhigher payroll tax ~~expenses resulting from rate adjustments implemented by certain states.~~rates. Occupancy expenses increased ~~$4.5~~$8.1 million, or 12.3%, primarily as a result of ~~a 9.5%~~higher rent expenses, due to an 11.3% increase in company-owned offices under lease and ~~an 8.2%~~a 2.7% increase in the average rent. ~~Former major franchise territories~~Utilities related to these new offices also contributed ~~$1.9~~to the increase. Other cost of service expenses increased $4.6 million ~~of this increase.~~primarily due to additional expenses associated with our POM program.

-20-

Selling, general and administrative expenses increased ~~$2.1~~$19.4 million over the prior year primarily due to increased spending ~~of $6.8~~on marketing initiatives and a $5.1 million primarily related to additional technology projects and marketing efforts for our expanded tax courses. We also saw increases in consulting, travel and intangible amortization expenses. These increases were partially offset by decreasesincrease in legal expenses. Legal expenses ~~and interest accretion related~~increased partially due to ~~legal settlements.~~reserves required for RAL-related litigation.

~~The pretax loss~~Pretax income of ~~$134.0~~$64.3 million for the three months ended ~~October~~January 31, ~~2004~~2005 represents a ~~2.8%~~4.1% increase over ~~the~~ prior year ~~loss~~income of ~~$130.4~~$61.8 million.

Due to the seasonal nature of this segment’s business, operating results for the three months ended ~~October~~January 31, ~~2004~~2005 are not comparable to the three months ended ~~July~~October 31, 2004 and are not indicative of the expected results for the entire fiscal year.

~~Six~~Nine months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~2004

Tax Services’ revenues increased ~~$12.3~~$68.9 million, or ~~10.9%~~11.7%, for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 compared to the prior year.

Tax preparation and related fees increased ~~$8.1~~$44.3 million, or ~~18.1%~~11.5%, for the ~~six~~nine months ended ~~October~~January 31, ~~2004.~~2005. This increase is primarily due to ~~a $3.1 million~~an increase ~~related to clients accepting their returns~~ in the ~~current period which were started and/or completed~~average fee per client served, coupled with an increase in ~~a previous fiscal year.~~U.S. clients served in offices during the first month of the tax season. Australian ~~operations contributed $3.0 million in additional revenues as a result of increases in~~ tax returns prepared ~~of 7.1%~~increased 5.2% and the average charge increased 2.8%, resulting in $3.6 million of ~~2.5%. Our former major franchise territories, which are now being operated as company-owned, contributed $2.0 million in~~ additional ~~tax preparation and related fees.~~revenues.

Other service revenues increased ~~$4.2~~$12.3 million primarily as a result of additional revenues associated with POM ~~guarantees.~~guarantees and, to a lesser extent, increased revenues from RACs and Express IRAs.

The average fee per client served and clients served both increased at our franchise offices, resulting in an increase in royalty revenue of 13.9%.

Revenues earned during the current year in connection with ~~RALs declined $5.4~~RAL participations totaled $43.5 million, ~~as a result~~an increase of 17.0% over the prior year. This increase is primarily due to an increase in the dollar amount of loans in which we purchased participation interests, resulting from an increase in the fee charged by the lender, an increase in our clients’ average refund size and the maximum loan amount allowed by the lender. This increase was offset by the elimination of RAL waiver revenue in the prior year associated with the RAL waiver ~~agreement in the prior year.~~agreement.

Cost of services for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 were up ~~$21.4~~$56.6 million, or ~~8.8%~~10.6%, from the prior year. Compensation and benefits increased ~~$7.7~~$26.9 million primarily due to ~~$3.1 million more~~an increase in ~~off-season expenses incurred related to former major franchise territories acquired in~~ the ~~second quarter of fiscal year 2004. Increased numbers of instructors and support personnel needed to operate the higher~~ number of tax ~~courses offered this year also contributed to the increase. These increases were partially offset by a decrease in payroll tax expenses resulting from rate adjustments implemented by certain states.~~professionals and support staff needed for our real estate expansion and increased revenues. Occupancy expenses increased ~~$11.2~~$19.3 million, or 12.2%, as a result of ~~a 9.0%~~an 11.3% increase in company-owned offices under ~~lease and an 8.3% increase in the average rent. Former major franchise territories contributed $4.8~~lease. Other cost of service expenses increased $5.1 million ~~of this increase.~~primarily due to additional expenses associated with Express IRAs.

Selling, general and administrative expenses increased ~~$7.0~~$26.3 million over the prior year due to increased spending ~~of $10.3 million, primarily as a result of~~related to additional ~~technology and~~ marketing efforts, ~~undertaken in the current year. We also saw increases in consulting, travel and intangible amortization expenses. These increases were partially offset by decreases in~~ legal expenses and ~~in interest accretion related to legal settlements.~~information technology expenses.

The pretax loss of ~~$247.0~~$182.6 million for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 represents ~~a 7.4%~~an 8.6% increase over the prior year loss of ~~$230.0~~$168.1 million.

Fiscal 2005 outlook

Our fiscal year 2005 outlook for the Tax Services segment is unchanged from the discussion in our April 30, 2004 Form 10-K and our ~~July~~October 31, 2004 Form 10-Q. WeClients served across our retail network through February 15, 2005 were up 4.0% and we believe we are on ~~target~~track to ~~open between 650 and~~

~~-19-~~

~~700 stand-alone offices across~~meet our ~~company-owned and franchise network, and approximately 400 additional Wal-Mart locations~~expectations for the ~~upcoming tax~~year. However, results in interim periods may not necessarily be representative of the overall results for the season.

RAL Litigation

We have been named as a defendant in a number of lawsuits alleging that we engaged in wrongdoing with respect to the RAL program. We believe we have strong defenses to the various RAL cases and will vigorously defend our position. Nevertheless, the amounts claimed by the plaintiffs are, in some instances, very substantial, and there can be no assurances as to the ultimate outcome of the pending RAL cases, or as to the impact of the RAL cases on our financial statements. See additional discussion of RAL Litigation in note 1112 to the condensed consolidated financial ~~statements.~~statements and in Part II, Item 1, “Legal Proceedings.”

-21-

MORTGAGE SERVICES

This segment is primarily engaged in the origination of non-prime mortgage loans through an independent broker network, the origination of prime and non-prime mortgage loans through a retail office network, the sale and securitization of mortgage loans and residual interests, and the servicing of non-prime loans.



Mortgage Services – Operating Statistics				(dollars in 000s)

Three months ended	January 31, 2005			January 31, 2004			October 31, 2004

Volume of loans originated:
Wholesale (non-prime)	$	7,378,071		$	4,732,182		$	5,528,361
Retail:Prime		238,867			157,438			183,647
Non-prime		776,797			464,926			800,975

	$	8,393,735		$	5,354,546		$	6,512,983

Loan characteristics:
Weighted average FICO score⁽¹⁾		615			607			609
Weighted average interest rate for borrowers⁽¹⁾		7.30	%		7.47	%		7.46	%
Weighted average loan-to-value⁽¹⁾		79.3	%		78.1	%		78.3	%

Revenue (loan value):
Net gain on sale – gross margin⁽²⁾		2.42	%		3.93	%		2.83	%

Loan delivery:
Loan sales	$	8,348,537		$	5,308,800		$	6,560,780
Execution price⁽³⁾		2.82	%		4.08	%		2.94	%



~~Mortgage Services – Operating Statistics~~

		~~(dollars in 000s)~~⁽¹⁾ Represents non-prime production.


~~Mortgage Services – Operating Results~~		~~(in 000s)~~



Mortgage Services - Operating Results										Mortgage Services - Operating Results								(in 000s)
Three months ended	October 31, 2004			October 31, 2003			July 31, 2004				January 31, 2005			January 31, 2004			October 31, 2004

Components of gains on sales:
Gains on mortgage loans	$	184,589		$	250,921		$	185,528
Gain on mortgage loans											$	172,381		$	217,915		$	187,195
Gain (loss) on derivatives												30,756			(7,724	)		(2,606	)
Gain on sales of residual interests												—			17,000			—
Impairment of residual interests		(34	)		(363	)		(3,435	)			(4,835	)		(14,942	)		(34	)

		184,555			250,558			182,093				198,302			212,249			184,555

Interest income:
Accretion – residual interests		32,172			36,843			25,663
Accretion - residual interests												28,782			47,483			32,172
Other interest income		2,445			606			1,439				4,064			2,227			2,445

		34,617			37,449			27,102				32,846			49,710			34,617

Loan servicing revenue		61,907			51,659			58,855				72,928			55,072			61,907
Other		555			507			83				567			568			555

Total revenues		281,634			340,173			268,133				304,643			317,599			281,634


Cost of services		53,062			48,507			52,113				56,694			52,832			53,062
Compensation and benefits		68,945			63,614			76,157				80,185			62,874			68,945
Occupancy		11,327			9,550			9,964				11,519			9,059			11,327
Other		42,100			34,476			36,359				44,564			38,358			42,100

Total expenses		175,434			156,147			174,593				192,962			163,123			175,434

Pretax income	$	106,200		$	184,026		$	93,540			$	111,681		$	154,476		$	106,200

Net gain on sale - gross margin⁽³⁾

⁽¹⁾		Includes all direct sales and back office sales support associates.
⁽²⁾		Percentage of loans funded divided by total applications in the period.
⁽³⁾		Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.

quarter, we recorded a net $30.8 million in gains, compared to losses of $7.7 million in the prior year, ~~resulting in a decline of 113 basis points in~~related to our ~~gross margin,~~various derivative instruments. See note 6 to ~~2.83% from 3.96% last year. Additionally, direct origination expenses increased $12.5 million, primarily due to increases in broker incentives and origination volume.~~the condensed consolidated financial statements.

During the current ~~quarter,~~year, we reclassified the accretion on our beneficial interest in Trusts, which includes actual cash received from the Trusts in excess of those estimated, from interest income to gain on sale. This change was made to more accurately reflect the characteristics of the proceeds received by the beneficial interest holders upon disposition of the loans by the Trusts. Amounts reclassified from interest income to gains on sales for the three months ended ~~October~~January 31, ~~2003~~2004 totaled ~~$41.3~~$57.6 million. This change had no impact on our net income as previously reported.

~~-21-~~

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

~~(dollars in 000s)~~


Three months ended October 31,	2004		2003
								(dollars in 000s)

Three months ended January 31,					2005			2004

Average servicing portfolio:
With related MSRs	$	39,407,600	$	30,716,220	$	41,753,865		$	33,427,112
Without related MSRs		11,917,124		6,108,813		15,584,677			7,797,396

	$	51,324,724	$	36,825,033	$	57,338,542		$	41,224,508


Number of loans serviced		362,430		295,636		387,619			308,305
Average delinquency rate		5.19%		6.28%		5.02	%		6.00	%
Value of MSRs	$	134,062	$	111,960	$	147,511		$	106,196

Three months ended January 31, 2005 compared to October 31, 2004 ~~compared to July 31, 2004~~

Mortgage Services’ revenues increased ~~$13.5~~$23.0 million, or ~~5.0%~~8.2%, for the three months ended ~~October~~January 31, ~~2004,~~2005, compared to the ~~first~~second quarter. ~~Revenue~~Revenues increased due to gains on derivatives and higher ~~accretion~~servicing revenues, partially offset by lower gains on ~~residual interests, a decline in impairments~~sales of ~~residual interests and increased servicing revenues.~~mortgage loans.

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

~~-22-~~


				(dollars in 000s)

Three months ended	January 31, 2005			October 31, 2004

Application process:
Total number of applications		84,810			72,699
Number of sales associates⁽¹⁾		3,523			3,369
Closing ratio⁽²⁾		60.4	%		57.0	%
Originations:
Total number of originations		51,267			41,422
Weighted average interest rate for borrowers (WAC)		7.30	%		7.46	%
Average loan size	$	164		$	157
Total originations	$	8,393,735		$	6,512,983
Non-prime origination ratio		97.2	%		97.2	%
Direct origination and acquisition expenses, net	$	110,432		$	86,239
Revenue (loan value):
Net gain on sale - gross margin⁽³⁾		2.42	%		2.83	%

~~(dollars in 000s)~~

Three months ended
October 31, 2004
July 31, 2004
Application process:
Total number of applications 72,699 74,492
Number of sales associates⁽¹⁾
3,369 3,117
Closing ratio⁽²⁾
57.0% 59.0%
Originations:
Total number of originations 41,422 43,926
Weighted average interest rate for borrowers 7.46% 7.21%
Average loan size $ 157 $ 155
Total originations $ 6,512,983 $ 6,816,517
Non-prime / prime origination ratio 34.5 : 1 30.7 : 1
Direct origination expenses, net $ 86,239 $ 102,878
Revenue (loan value):
Net gain on sale – gross margin⁽³⁾
2.83% 2.72%

⁽¹⁾ Includes all direct sales and back office sales support associates.
⁽²⁾ Percentage of loans funded divided by total applications in the period.
⁽³⁾ Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.

Gains on sales of mortgage loans decreased ~~$0.9~~$14.8 million primarily as a result of ~~lower origination volumes.~~increased price competition and poorer execution in the secondary market. Market interest rates have increased to 3.64% from 2.94% in the second quarter. However our WAC declined from 7.46% to 7.30%. Because our WAC was not more aligned with market rates, our gross margin declined 41 basis points. To mitigate the risk of short-term changes in market interest rates, we use interest rate swaps and forward loan sale commitments. During the current quarter, we recorded a net $30.8 million in gains, compared to a net loss of $2.6 million in the second quarter, related to our various derivative instruments. Loan origination volumes ~~decreased 4.5%~~increased 28.9% from the ~~first~~second quarter primarily due to increased price competition. This decrease was offset by an increase in our gross margin and a $16.6 million decline in direct origination expenses. Market interest rates have decreased nine basis points since the ~~first quarter, however during the quarter, our WAC increased 25 basis points, resulting in an 11 basis point improvement in our gross margin. Amounts reclassified from interest income to gains on~~hiring of additional sales ~~for the three months ended July 31, 2004 totaled $44.6 million. This change had no impact on our net income as previously reported.~~associates.

Impairments of residual interests in securitizations of ~~$3.4~~$4.8 million were recognized during the ~~first~~third quarter.

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

~~(dollars in 000s)~~


								(dollars in 000s)

Three months ended	October 31, 2004		July 31, 2004		January 31, 2005			October 31, 2004

Average servicing portfolio:
With related MSRs	$	39,407,600	$	37,524,221	$	41,753,865		$	39,407,600
Without related MSRs		11,917,124		10,012,639		15,584,677			11,917,124

	$	51,324,724	$	47,536,860	$	57,338,542		$	51,324,724


Number of loans serviced		362,430		344,659		387,619			362,430
Average delinquency rate		5.19%		5.01%		5.02	%		5.19	%
Value of MSRs	$	134,062	$	123,980	$	147,511		$	134,062

Pretax income increased ~~$12.7~~$5.5 million, or ~~13.5%~~5.2%, for the three months ended ~~October~~January 31, ~~2004~~2005 compared to the preceding quarter.
~~-23-~~

Mortgage Services – Operating Statistics (dollars in 000s)
Nine months ended January 31, 2005 2004

Volume of loans originated:
Wholesale (non-prime) $ 18,887,536 $ 14,740,523
Retail:Prime 637,801 945,424
Non-prime 2,197,898 1,323,236

$ 21,723,235 $ 17,009,183

Loan characteristics:
Weighted average FICO score⁽¹⁾
611 608
Weighted average interest rate for borrowers⁽¹⁾
7.32 % 7.51 %
Weighted average loan-to-value⁽¹⁾
78.6 % 78.2 %

Revenue (loan value):
Net gain on sale – gross margin⁽²⁾
2.64 % 4.01 %

Loan delivery:
Loan sales $ 21,653,373 $ 16,940,590
Execution price⁽³⁾
3.21 % 4.14 %

~~Mortgage Services – Operating Statistics~~
~~(dollars in 000s)~~

Six months ended October 31,
2004
2003
Number of loans originated:
Wholesale (non-prime) 71,872 64,727
Retail: Prime 3,062 5,949
Non-prime 10,414 7,114

85,348 77,790

Volume of loans originated:
Wholesale (non-prime) $ 11,509,465 $ 10,008,341
Retail: Prime 398,934 787,987
Non-prime 1,421,101 858,308

$ 13,329,500 $ 11,654,636

Loan characteristics:
Weighted average FICO score⁽¹⁾
609 609
Weighted average interest rate for borrowers⁽¹⁾
7.33% 7.53%
Weighted average loan-to-value⁽¹⁾
78.1% 78.2%
Revenue (loan value):
Net gain on sale – gross margin⁽²⁾
2.78% 4.04%
Loan delivery:
Loan sales $ 13,304,836 $ 11,631,790
Execution price⁽³⁾
3.43% 4.18%
⁽¹⁾ Represents non-prime production.
⁽²⁾ Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
⁽³⁾⁽⁶⁾ Defined as total premium received divided by total balance of loans delivered to ~~third party~~third-party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).
~~Mortgage Services – Operating Results~~
~~(in 000s)~~

Six months ended October 31,
2004
2003
Components of gains on sales:
Gains on mortgage loans $ 370,117 $ 471,061
Impairment of residual interests (3,469 ) (11,106 )

366,648 459,955

Interest income:
Accretion – residual interests 57,835 70,906
Other interest income 3,884 816

61,719 71,722

Loan servicing revenue 120,762 99,976
Other 638 1,109

Total revenues 549,767 632,762

Cost of services 105,175 91,188
Compensation and benefits 145,102 116,082
Occupancy 21,291 18,847
Other 78,459 58,790

Total expenses 350,027 284,907

Pretax income $ 199,740 $ 347,855

-26-
~~Six~~

Mortgage Services - Operating Results (in 000s)
Nine months ended January 31, 2005 2004

Components of gains on sales:
Gain on mortgage loans $ 544,428 $ 685,549
Gain (loss) on derivatives 28,826 (4,297 )
Gain on sales of residual interests — 17,000
Impairment of residual interests (8,304 ) (26,048 )

564,950 672,204

Interest income:
Accretion - residual interests 86,618 118,389
Other interest income 7,947 3,043

94,565 121,432

Loan servicing revenue 193,690 155,048
Other 1,205 1,677

Total revenues 854,410 950,361

Cost of services 161,869 144,020
Compensation and benefits 225,287 178,956
Occupancy 32,810 27,906
Other 123,023 97,148

Total expenses 542,989 448,030

Pretax income $ 311,421 $ 502,331

Nine months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~
2004
Mortgage Services’ revenues decreased ~~$83.0~~$96.0 million, or ~~13.1%~~10.1%, for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 compared to the prior year. Revenues decreased primarily as a result of a decline in gains on sales of mortgage loans.
        The following table summarizes the key drivers of gains on sales of mortgage loans:
~~-24-~~

(dollars in 000s)

Nine months ended January 31, 2005 2004

Application process:
Total number of applications 232,001 194,730
Number of sales associates⁽¹⁾
3,523 2,649
Closing ratio⁽²⁾
58.9 % 58.3 %
Originations:
Total number of originations 136,615 113,585
Weighted average interest rate for borrowers (WAC) 7.32 % 7.51 %
Average loan size $ 159 $ 150
Total originations $ 21,723,235 $ 17,009,183
Non-prime origination ratio 97.1 % 94.4 %
Direct origination expenses, net $ 299,549 $ 208,315
Revenue (loan value):
Net gain on sale – gross margin⁽³⁾
2.64 % 4.01 %

⁽¹⁾ Includes all direct sales and back office sales support associates.
⁽²⁾ Percentage of loans funded divided by total applications in the period.
⁽³⁾ Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
~~(dollars in 000s)~~

Six months ended October 31,
2004
2003
Application process:
Total number of applications 147,191 135,402
Number of sales associates⁽¹⁾
3,369 2,476
Closing ratio⁽²⁾
58.0% 57.5%
Originations:
Total number of originations 85,348 77,790
Weighted average interest rate for borrowers 7.33% 7.53%
Average loan size $ 156 $ 150
Total originations $ 13,329,500 $ 11,654,636
Non-prime / prime origination ratio 32.4 : 1 13.8 : 1
Direct origination expenses, net $ 189,117 $ 130,244
Revenue (loan value):
Net gain on sale – gross margin⁽³⁾
2.78% 4.04%
⁽¹⁾ ~~Includes all direct sales and back office sales support associates.~~
⁽²⁾ ~~Percentage of loans funded divided by total applications in the period.~~
⁽³⁾ ~~Defined as gain on sale of mortgage loans (including mortgage servicing rights and net of direct origination expenses) divided by origination volume.~~
     ~~Gains~~     Although we continue to grow our origination volumes, up 27.7% over the prior year, gains on sales of mortgage loans declined ~~$100.9~~$141.1 million as a result of increased price competition and poorer execution in the secondary ~~market and higher loan origination costs.~~market. Market interest rates have increased ~~106 basis points since~~to 3.64% from 1.88% in early April ~~however~~and our WAC ~~has only~~ increased ~~27 basis points~~ from 7.06% at April 30, 2004 ~~resulting in a decline in~~to 7.32% at January 31, 2005. Because our WAC was not more aligned with market rates, our gross margin ~~of 126~~declined 137 basis points from last year. ~~Additionally, direct origination expenses increased $58.9~~To mitigate the risk of short-term changes in market interest rates, we use interest rate swaps and forward loan sale commitments. During the current year, we recorded a net $28.8 million ~~primarily due~~in gains, compared to ~~increases~~a net loss of $4.3 million in ~~broker incentives and origination volume. Amounts~~the prior year, related to our various derivative instruments.
-27-
     As discussed previously, we reclassified accretion on our beneficial interest in Trusts from interest income to ~~gains~~gain on ~~sales~~sale. Amounts reclassified for the ~~six~~nine months ended ~~October~~January 31, ~~2003~~2004 totaled ~~$68.3~~$125.9 million. This change had no impact on our net income as previously reported.
     In the prior year we recorded $17.0 million in gains on sales of previously securitized residual interests, while no similar transaction occurred in the current year.
Impairments of residual interests in securitizations of ~~$3.5~~$8.3 million were recognized in the current period, compared to ~~$11.1~~$26.0 million for the ~~six~~nine months ended ~~October~~January 31, ~~2003.~~2004.
     The following table summarizes the key drivers of loan servicing revenues:
~~(dollars in 000s)~~

Six months ended October 31,
2004
2003
(dollars in 000s) (dollars in 000s)
Nine months ended January 31, 2005 2004

Average servicing portfolio:
With related MSRs $ 38,436,169 $ 29,708,420 $ 39,593,946 $ 30,931,506
Without related MSRs 10,998,659 5,188,500 12,586,192 5,975,852

$ 49,434,828 $ 34,896,920 $ 52,180,138 $ 36,907,358

Number of loans serviced 362,430 295,636 387,619 308,305
Average delinquency rate 5.10% 6.43% 5.03 % 6.27 %
Value of MSRs $ 134,062 $ 111,960 $ 147,511 $ 106,196

     Loan servicing revenues increased ~~$20.8~~$38.6 million, or ~~20.8%~~24.9%, compared to the prior year. The increase reflects a higher loan-servicing portfolio. The average servicing portfolio for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 increased ~~$14.5~~$15.3 billion, or ~~41.7%~~41.4%.
     Accretion of residual interests of ~~$57.8~~$86.6 million for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 represents a decrease of ~~$13.1~~$31.8 million from the prior year. This decrease is primarily due to the sale of previously securitized residual interests during fiscal year 2004, which eliminated future accretion on those residual interests.
     During the first ~~half~~nine months of fiscal year 2005, our residual interests continued to perform better than expected compared to internal valuation models. We recorded favorable pretax mark-to-market adjustments, which increased the fair value of our residual interests ~~$113.5~~$132.3 million during the year. These adjustments were recorded, net of write-downs of ~~$24.7~~$33.6 million and deferred taxes of ~~$33.9~~$37.7 million, in other comprehensive income and will be accreted into income throughout the remaining life of those residual interests.
     Total expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2004,~~2005, increased ~~$65.1~~$95.0 million, or ~~22.9%~~21.2%, over the prior year. This increase is primarily due to ~~$29.0~~$46.3 million in increased compensation and benefits as a
~~-25-~~
result of a ~~36.1%~~33.0% increase in sales ~~associates. We did not achieve~~associates, reflecting the ~~level of loan production~~overall growth in ~~the current year that we were staffed to support.~~operations. Other expenses increased ~~$19.7~~$25.9 million for the current period, primarily due to ~~a $6.1~~an $8.9 million increase in consulting ~~expenses, a $3.7 million increase in allocated expenses, $2.4 million in additional travel~~ expenses, and increases in depreciation and ~~other~~travel expenses. Costs related to servicing of mortgage loans increased ~~$14.0~~$17.8 million as a result of a higher average servicing portfolio.
     Pretax income decreased ~~$148.1~~$190.9 million to ~~$199.7~~$311.4 million for the ~~six~~nine months ended ~~October~~January 31, ~~2004.~~2005.
Fiscal 2005 outlook

Due to continued pressure on our margins, our Mortgage Services segment fiscal year 2005 outlook has declined from the discussion in our April 30, 2004 Form ~~10-K and our July 31, 2004 Form 10-Q.~~10-K. Based on these assumptions, we expect our mortgage segment pretax income to decline approximately 30% from fiscal year 2004, excluding the gain on sale of previously securitized residual interests. ~~We are investing in technology and seeking other alternatives to lower our cost of origination.~~ Beginning late in our fourth quarter and then more meaningfully in fiscal year 2006, we expect to realize a 50 to 75 basis point improvement in our ~~overall~~total cost of origination, including the effect of potentially higher origination volumes.
-28-

BUSINESS SERVICES

This segment offers middle-market companies accounting, tax and consulting services, wealth management, retirement resources, payroll and benefits services, corporate finance and financial process outsourcing.

Business Services – Operating Statistics
Three months ended January 31, Nine months ended January 31,
2005 2004 2005 2004

Accounting, tax and consulting:
Chargeable hours 641,009 580,746 1,852,346 1,682,073
Chargeable hours per person 332 322 935 904
Net collected rate per hour $ 134 $ 126 $ 129 $ 122
Average margin per person $ 25,194 $ 23,117 $ 64,621 $ 59,126

Business Services – Operating Results (in 000s)
Three months ended January 31, Nine months ended January 31,
2005 2004 2005 2004

Service revenues:
Accounting, tax and consulting $ 90,880 $ 74,680 $ 259,207 $ 214,544
Capital markets 17,631 19,287 48,309 53,789
Payroll, benefits and retirement services 6,748 5,527 16,280 14,977
Other services 7,809 4,754 20,212 13,681

123,068 104,248 344,008 296,991
Other 9,804 8,045 27,013 22,825

Total revenues 132,872 112,293 371,021 319,816

Cost of services:
Compensation and benefits 68,730 56,707 206,631 165,306
Occupancy 6,572 4,935 17,111 15,393
Other 8,129 8,386 31,151 24,143

83,431 70,028 254,893 204,842
Selling, general and administrative 43,505 40,310 125,176 122,430

Total expenses 126,936 110,338 380,069 327,272

Pretax income (loss) $ 5,936 $ 1,955 $ (9,048 ) $ (7,456 )

~~Business Services – Operating Statistics~~

Three months ended October 31,
Six months ended October 31,
2004
2003
2004
2003
Accounting, tax and consulting:
Chargeable hours 674,302 584,941 1,211,337 1,101,327
Chargeable hours per person 322 309 601 581
Net collected rate per hour $ 129 $ 120 $ 126 $ 119
Average margin per person $ 22,706 $ 20,177 $ 39,134 $ 35,961
~~Business Services – Operating Results~~
~~(in 000s)~~

Three months ended October 31,
Six months ended October 31,
2004
2003
2004
2003
Service revenues:
Accounting, tax and consulting $ 85,298 $ 68,669 $ 153,658 $ 129,570
Capital markets 14,895 17,870 30,672 34,500
Payroll, benefits and retirement services 4,827 4,864 9,481 9,422
Other services 3,230 1,755 5,693 1,755

108,250 93,158 199,504 175,247
Other 20,797 15,866 38,645 32,276

Total revenues 129,047 109,024 238,149 207,523

Cost of services:
Compensation and benefits 71,643 56,429 135,740 107,512
Occupancy 5,933 5,510 10,539 10,457
Other 8,887 7,375 17,428 14,177

86,463 69,314 163,707 132,146
Selling, general and administrative 47,497 42,442 89,426 84,788

Total expenses 133,960 111,756 253,133 216,934

Pretax loss $ (4,913 ) $ (2,732 ) $ (14,984 ) $ (9,411 )

Three months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Business Services’ revenues for the three months ended ~~October~~January 31, ~~2004~~2005 increased ~~$20.0~~$20.6 million, or ~~18.4%~~18.3%, from the prior year. This increase was primarily due to a ~~$16.6~~$16.2 million increase in accounting,

~~-26-~~

tax and consulting revenues resulting from ana 6.3% increase in the net collected rate per hour and a ~~15.3%~~10.4% increase in chargeable hours. The increase in chargeable hours is primarily due to ~~the~~ favorable market conditions for all of our core services and ~~the~~strong demand for consulting and risk management services. Other service revenues increased ~~$1.5~~$3.1 million as a result of growth in our financial process outsourcing ~~business.~~

business and wealth management services. Capital markets revenues declined $1.7 million as a result of an 11.5% decrease in the number of business valuation projects. Other revenues increased ~~$4.9~~$1.8 million as a result of increases in ~~reimbursable expenses billed~~computer hardware and software sales to ~~clients and contractor revenues. Capital markets revenues declined $3.0 million as a result of a 4.2% decrease in the number of business valuation projects.~~clients.

Total expenses increased ~~$22.2~~$16.6 million, or ~~19.9%~~15.0%, for the three months ended ~~October~~January 31, ~~2004~~2005 compared to the prior year. Compensation and benefits increased ~~$15.2~~$12.0 million, primarily as a result of increases in the average wage per employee, which is being driven by marketplace competition for professional staff, and in the number of personnel. Selling, general and administrative expenses increased ~~$5.1~~$3.2 million primarily due to increased personnel recruiting expenses and additional costs associated with our ~~strategic growth~~business development initiatives. ~~A portion of the increases in each expense category is~~Higher expenses are also attributable to investments we are making in early-stage businesses within this segment.

~~The pretax loss~~Pretax income for the three months ended ~~October~~January 31, ~~2004~~2005 was ~~$4.9~~$5.9 million compared to ~~$2.7~~$2.0 million in the prior year.

-29-

~~Six~~Nine months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Business Services’ revenues for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 increased ~~$30.6~~$51.2 million, or ~~14.8%~~16.0%, from the prior year. This increase was primarily due to a ~~$24.1~~$44.7 million increase in accounting, tax and consulting revenues resulting from ana 5.7% increase in the net collected rate per hour and a ~~10.0%~~10.1% increase in chargeable hours. Additionally, reimbursable expenses and contractor revenues contributed $2.3 million and $3.8 million, respectively, to this increase. Other service revenues increased ~~$3.9~~$6.5 million due to our wealth management services and the acquisition of our financial process outsourcing business in the second quarter of last year, coupled with baseline growth in this business. Capital markets revenues declined $5.5 million as a result of a 13.0% decrease in the number of business valuation projects. Other revenues increased ~~$6.4~~$4.2 million as a result of increases in ~~reimbursable expenses billed~~network product fees and computer hardware and software sales to ~~clients and contractor revenues. Capital markets revenues declined $3.8 million as a result of a 13.9% decrease in the number of business valuation projects.~~clients.

Total expenses increased ~~$36.2~~$52.8 million, or ~~16.7%~~16.1%, for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 compared to the prior year. Compensation and benefits increased ~~$28.2~~$41.3 million, primarily as a result of increases in the average wage per employee, which is being driven by marketplace competition for professional staff, and the number of personnel. Other cost of services increased as a result of higher ~~legal fees and settlements, coupled with higher~~ reimbursable expenses billed to ~~clients.~~clients and contractor fees. Selling, general and administrative expenses increased ~~$4.6~~$2.7 million primarily due to increased personnel recruiting expenses and additional costs associated with our strategic growth initiatives. ~~A portion of the increases in each expense category is~~Higher expenses are also attributable to investments we are making in early-stage businesses within this segment.

The pretax loss for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 was ~~$15.0~~$9.0 million compared to ~~$9.4~~$7.5 million in the prior year.

Fiscal 2005 outlook

Our fiscal year 2005 outlook for our Business Services segment is unchanged from the discussion in our April 30, 2004 Form 10-K and our ~~July~~October 31, 2004 Form 10-Q.

INVESTMENT SERVICES

This segment is primarily engaged in offering advice-based brokerage services and investment planning. Our integration of investment advice and new service offerings are allowing us to shift our focus from a transaction-based client relationship to a more advice-based focus.

~~-27-~~-30-



Investment Servic – Operating Statistics
Three months ended	January 31, 2005		January 31, 2004		October 31, 2004

Customer trades⁽¹⁾		245,612		272,003		192,909
Customer daily average trades		3,899		4,459		3,014
Average revenue per trade⁽²⁾	$	120.62	$	113.61	$	125.13
Customer accounts:⁽³⁾
Traditional brokerage		431,902		467,710		444,770
Express IRAs		295,676		241,116		334,928

		727,578		708,826		779,698


Ending balance of assets under administration (billions)	$	28.4	$	27.5	$	27.2
Average assets per traditional brokerage account	$	65,339	$	58,256	$	60,225
Average margin balances (millions)	$	596	$	568	$	590
Average customer payable balances (millions)	$	989	$	1,028	$	962
Number of advisors		1,013		960		982

Included in the numbers above are the following relating to fee-based accounts:
Customer household accounts		7,263		5,705		7,046
Average revenue per account	$	2,149	$	2,021	$	2,044
Ending balance of assets under administration (millions)	$	1,911	$	1,342	$	1,755
Average assets per active account	$	248,400	$	235,232	$	249,068

⁽¹⁾ Includes only trades on which revenues are earned (“revenue trades”). Revenues are earned on both transactional and annuitized trades.

⁽²⁾ Calculated as total trade revenues divided by revenue trades.
⁽³⁾ Includes only accounts with a positive balance.



Investment Services – Operating Results							(in 000s)
Three months ended	January 31, 2005			January 31, 2004			October 31, 2004

Service revenue:
Transactional revenue	$	24,654		$	26,504		$	19,988
Annuitized revenue		18,382			15,324			17,199

Production revenue		43,036			41,828			37,187
Other service revenue		7,000			8,568			6,527

		50,036			50,396			43,714

Margin interest revenue		11,975			8,362			10,038
Less: interest expense		(1,090	)		(248	)		(541	)

Net interest revenue		10,885			8,114			9,497

Other		93			(1,005	)		9

Total revenues⁽¹⁾		61,014			57,505			53,220


Cost of services:
Compensation and benefits		28,986			27,031			27,074
Occupancy		5,913			5,123			4,753
Depreciation		1,052			1,978			1,089
Other		4,478			4,001			3,447

		40,429			38,133			36,363
Selling, general and administrative		38,897			32,183			41,423

Total expenses		79,326			70,316			77,786

Pretax loss	$	(18,312	)	$	(12,811	)	$	(24,566	)

⁽¹⁾ Total revenues, less interest expense.

~~Investment Services – Operating Statistics~~

Three months ended
October 31, 2004
October 31, 2003
July 31, 2004
Customer trades⁽¹⁾
192,909 232,293 205,948
Customer daily average trades 3,014 3,574 3,269
Average revenue per trade⁽²⁾
$ 125.13 $ 116.22 $ 119.71
Active accounts:
Traditional brokerage 444,770 474,289 454,147
Express IRAs 334,928 228,110 337,583

779,698 702,399 791,730

Ending balance of assets under administration (billions) $ 27.2 $ 25.7 $ 26.6
Average assets per active account $ 34,924 $ 36,589 $ 33,592
Average margin balances (millions) $ 590 $ 514 $ 598
Average customer payable balances (millions) $ 962 $ 959 $ 1,012
Number of advisors 982 928 997
Included in the numbers above are the following relating to fee-based accounts:
Customer accounts 7,046 5,174 7,688
Average revenue per account $ 2,044 $ 1,897 $ 1,848
Ending balance of assets under administration (millions) $ 1,755 $ 1,088 $ 1,547
Average assets per active account $ 249,068 $ 210,290 $ 201,198

⁽¹⁾ ~~Includes only trades on which commissions are earned (“commissionable trades”).~~
⁽²⁾ ~~Calculated as total commissions divided by commissionable trades.~~


~~Investment Services – Operating Results~~		~~(in 000s)~~

Three months ended
October 31, 2004
October 31, 2003
July 31, 2004
Service revenue:
Transactional revenue $ 19,988 $ 22,698 $ 19,952
Annuitized revenue 17,199 13,978 18,533

Production revenue 37,187 36,676 38,485
Other service revenue 6,527 9,878 6,262

43,714 46,554 44,747

Margin interest revenue 10,038 8,057 8,760
Less: interest expense (541 ) (207 ) (299 )

Net interest revenue 9,497 7,850 8,461

Other 9 (1,908 ) 74

Total revenues⁽¹⁾
53,220 52,496 53,282

Cost of services:
Compensation and benefits 27,074 21,485 28,848
Occupancy 4,753 4,189 5,688
Depreciation 1,089 1,665 1,064
Other 3,447 4,328 3,755

36,363 31,667 39,355
Selling, general and administrative 41,423 36,165 32,198

Total expenses 77,786 67,832 71,553

Pretax loss $ (24,566 ) $ (15,336 ) $ (18,271 )

⁽¹⁾ ~~Total revenues, less interest expense.~~

Three months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Investment Services’ revenues, net of interest expense, for the three months ended ~~October~~January 31, ~~2004~~2005 increased ~~$0.7~~$3.5 million, or ~~1.4%~~6.1%.

-31-

Production revenue increased $1.2 million, or 2.9%, over the prior year. Transactional revenue, which is based on individual securities transactions, decreased ~~$2.7~~$1.9 million, or ~~11.9%~~7.0%, from the prior year due primarily to a ~~17.0%~~15.8% decline in transactional trading ~~volume resulting from the weak~~

~~-28-~~

~~investment climate.~~volume. This decline was partially offset by an increase in average revenue per ~~trade of 7.7% over the prior year.~~

trade. Annuitized revenue, which is based on sales of mutual ~~fund,~~funds, insurance, fee based products and unit investment trusts, increased ~~$3.2~~$3.1 million, or ~~23.0%~~20.0%, due to increased sales of annuities and mutual funds. ~~The shift in revenues between transactional and annuitized revenues illustrates our continued move toward an advice-based focus.~~

~~Productivity~~Annualized productivity averaged approximately ~~$148,000~~$172,000 per advisor during the current quarter compared to ~~$155,000~~$185,000 per advisor in the prior year. ~~This decline is~~Declining productivity was primarily ~~attributable to market conditions.~~

~~Other service revenue declined $3.4 million, or 33.9%, from the prior year~~ due to ~~lower underwriting fees related to fixed income products.~~advisor attrition.

Margin interest revenue increased ~~24.6%~~$3.6 million, or 43.2%, from the prior year, ~~which is primarily~~as a result of a ~~14.8%~~4.9% increase in average margin balances and ~~slightly~~ higher ~~rates.~~interest rates earned.

Cost of services increased ~~$4.7~~$2.3 million, or ~~14.8%~~6.0%, primarily as a result of ~~$5.6~~$2.0 million of additional compensation and benefits. This increase is primarily due to higher commission rates than the prior year and financial incentives for new advisors.

Selling, general and administrative expenses increased ~~$5.3~~$6.7 million, or 20.9%, over the prior year primarily as the result of ~~a $6.0 million write-down of a branch office facility and an increase of $1.7 million in legal expenses, partially offset by~~ gains of ~~$1.0~~$2.2 million on the disposition of certain assets in the prior year, an increase of $2.1 million in legal expenses and ~~a $1.2~~$1.8 million ~~decrease~~ in ~~incentive compensation expenses.~~additional stock-based compensation.

The pretax loss for Investment Services for the ~~second~~third quarter of fiscal year 2005 was ~~$24.6~~$18.3 million compared to the prior year loss of ~~$15.3~~$12.8 million.

Three months ended January 31, 2005 compared to October 31, 2004 ~~compared to July 31, 2004~~

Investment Services’ revenues, net of interest expense, for the three months ended ~~October~~January 31, ~~2004 were essentially flat~~2005 increased $7.8 million, or 14.6% compared to the preceding quarter.

Production revenue increased $5.8 million, or 15.7%, over the second quarter. Transactional revenue ~~was also flat~~increased $4.7 million, or 23.3%, compared to the preceding quarter, primarily due to a ~~6.3% decline~~31.1% increase in transactional trading volume partially offset by a ~~4.5% increase~~decline in average revenue per trade. Annuitized revenues ~~declined $1.3~~rose $1.2 million, or ~~7.2%~~6.9%, due to ~~decreased~~increased mutual fund sales ~~of annuities~~ and ~~mutual funds.~~

trailer revenue. A total of 7286 new advisors were recruited during the ~~quarter and recruiting efforts are expected to increase throughout the year. However, our~~quarter. Our total advisor count ~~declined~~increased from ~~997~~982 to ~~982~~1,013 during the period as a result of our recruiting efforts ~~were offset by~~and declining advisor attrition.

Margin interest revenue increased ~~14.6%~~$1.9 million, or 19.3%, from the preceding quarter, which is primarily a result of higher interest rates ~~partially offset by a 1.3% decrease in average margin balances.~~earned.

Cost of services ~~declined $3.0~~increased $4.1 million, ~~primarily~~or 11.2%, principally due to a ~~$1.8~~$1.9 million ~~reduction~~rise in compensation and benefits, primarily ~~due to lower~~resulting from higher production revenues.

Selling, general and administrative expenses ~~increased $9.2~~decreased $2.5 million, ~~from the preceding quarter,~~or 6.1%, primarily due to ~~the~~a $6.0 million write-down of a branch office facility ~~decreased~~during the second quarter, partially offset by gains on the disposition of certain assets during the second quarter and ~~increased legal expenses.~~$1.5 million in additional stock-based compensation recorded in the current quarter.

The pretax loss for the Investment Services segment was ~~$24.6~~$18.3 million, compared to a loss of ~~$18.3~~$24.6 million in the ~~first~~second quarter.

~~-29-~~-32-



Investment Services – Operating Statistics
Nine months ended January 31,	2005		2004

Customer trades⁽¹⁾		644,469		744,765
Customer daily average trades		3,410		3,859
Average revenue per trade⁽²⁾	$	121.68	$	118.74
Customer accounts:⁽³⁾
Traditional brokerage		431,902		467,710
Express IRAs		295,676		241,116

		727,578		708,826


Ending balance of assets under administration (billions)	$	28.4	$	27.5
Average assets per traditional brokerage account	$	65,339	$	58,256
Average margin balances (millions)	$	595	$	528
Average customer payable balances (millions)	$	988	$	963
Number of advisors		1,013		960

Included in the numbers above are the following relating to fee-based accounts:
Customer household accounts		7,263		5,705
Average revenue per account	$	2,039	$	1,734
Ending balance of assets under administration (millions)	$	1,911	$	1,342
Average assets per active account	$	248,400	$	235,232

⁽¹⁾ Includes only trades on which revenues are earned (“revenue trades”). Revenues are earned on both transactional and annuitized trades.

⁽²⁾ Calculated as total trade revenues divided by revenue trades.
⁽³⁾ Includes only accounts with a positive balance.



Investment Services – Operating Results				(in 000s)
Nine months ended January 31,	2005			2004

Service revenue:
Transactional revenue	$	64,594		$	74,658
Annuitized revenue		54,114			42,145

Production revenue		118,708			116,803
Other service revenue		19,789			26,422

		138,497			143,225

Margin interest revenue		30,773			24,949
Less: interest expense		(1,930	)		(1,065	)

Net interest revenue		28,843			23,884

Other		176			(731	)

Total revenues⁽¹⁾		167,516			166,378


Cost of services:
Compensation and benefits		84,908			73,905
Occupancy		16,354			15,427
Depreciation		3,205			5,652
Other		11,680			12,331

		116,147			107,315
Selling, general and administrative		112,518			100,967

Total expenses		228,665			208,282

Pretax loss	$	(61,149	)	$	(41,904	)

⁽¹⁾ Total revenues, less interest expense.

~~Investment Services – Operating Statistics~~

Six months ended October 31,
2004
2003
Customer trades⁽¹⁾
398,857 472,762
Customer daily average trades 3,166 3,582
Average revenue per trade⁽²⁾
$ 122.33 $ 121.69
Active accounts:
Traditional brokerage 444,770 474,289
Express IRAs 334,928 228,110

779,698 702,399

Ending balance of assets under administration (billions) $ 27.2 $ 25.7
Average assets per active account $ 34,924 $ 36,589
Average margin balances (millions) $ 594 $ 508
Average customer payable balances (millions) $ 987 $ 931
Number of advisors 982 928
Included in the numbers above are the following relating to fee-based accounts:
Customer accounts 7,046 5,174
Average revenue per account $ 2,030 $ 1,753
Ending balance of assets under administration (millions) $ 1,755 $ 1,088
Average assets per active account $ 249,068 $ 210,290

⁽¹⁾ ~~Includes only trades on which commissions are earned (“commissionable trades”).~~
⁽²⁾ ~~Calculated as total commissions divided by commissionable trades.~~


~~Investment Services – Operating Results~~		~~(in 000s)~~

Six months ended October 31,
2004
2003
Service revenue:
Transactional revenue $ 39,940 $ 48,154
Annuitized revenue 35,732 26,821

Production revenue 75,672 74,975
Other service revenue 12,789 17,854

88,461 92,829

Margin interest revenue 18,798 16,587
Less: interest expense (840 ) (817 )

Net interest revenue 17,958 15,770

Other 83 274

Total revenues⁽¹⁾
106,502 108,873

Cost of services:
Compensation and benefits 55,922 46,874
Occupancy 10,441 10,304
Depreciation 2,153 3,674
Other 7,202 8,330

75,718 69,182
Selling, general and administrative 73,621 68,784

Total expenses 149,339 137,966

Pretax loss $ (42,837 ) $ (29,093 )

⁽¹⁾ ~~Total revenues, less interest expense.~~

~~Six~~Nine months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Investment Services’ revenues, net of interest expense, for the ~~six~~nine months ended ~~October~~January 31, ~~2004 decreased $2.4~~2005 increased $1.1 million, or ~~2.2%~~0.7%. ~~The decrease is primarily due to~~

Production revenue increased $1.9 million, or 1.6%, over the ~~weak investment climate.~~

prior year. Transactional revenue decreased ~~$8.2~~$10.1 million, or ~~17.1%~~13.5%, from the prior year due primarily to a ~~15.6%~~20.0% decline in transactional

-33-

trading ~~volume. This decline~~volume, which was ~~marginally~~partially offset by an increase in the average revenue per trade.

~~-30-~~

Annuitized revenues increased ~~$8.9~~$12.0 million, or ~~33.2%~~28.4%, due to increased sales of annuities and mutual funds. The shift in revenues from transactional to annuitized demonstrates our continued move toward an advice-based focus. ~~Additionally, we are seeing our new recruits coming in with more of an advice-based background, which will further support our efforts.~~

Other service revenue declined ~~$5.1~~$6.6 million, or ~~28.4%~~25.1%, from the prior year due to fewer fixed income underwriting ~~offerings.~~offerings and Express IRA revenues now being recorded in Tax Services.

Margin interest revenue increased ~~13.3%~~$5.8 million, or 23.3%, from the prior year, ~~which is primarily~~as a result of a ~~16.9%~~12.7% increase in average margin ~~balances.~~balances and higher interest rates earned. Margin balances have increased from an average of ~~$508~~$528 million for the ~~six~~nine months ended ~~October~~January 31, ~~2003~~2004 to ~~$594~~$595 million in the current period.

~~Total expenses~~Cost of services increased ~~$11.4~~$8.8 million, or 8.2%, primarily ~~as a result of a $6.5 million increase in cost of services. During the current year we incurred $9.0~~due to $11.0 million of additional compensation and ~~benefits~~benefits. This increase is primarily due to a higher average commission rate than the prior year and financial incentives for new advisors. This increase was partially offset by a decline in depreciation costs as a result of building sales and asset roll offs related to the ~~consolidation of field offices. Other cost of services declined as a result of a reduction in property taxes as field offices were sold over the past year.~~move from owned office facilities to leased facilities.

Selling, general and administrative expenses increased ~~$4.8~~$11.6 million, or 11.4%, over the prior year primarily as the result of the $6.0 million write-down of a branch office facility and an increase of ~~$2.7~~$5.0 million in legal expenses. ~~This increase was partially offset by a decrease in incentive compensation expenses and gains of $4.2 million on the disposition of certain assets.~~

The pretax loss for Investment Services was ~~$42.8~~$61.1 million compared to the prior year loss of ~~$29.1~~$41.9 million.

Fiscal 2005 outlook

In our April 30, 2004 Form 10-K ~~and our July 31, 2004 Form 10-Q,~~ we indicated ~~our goal~~we believed a key to this segment's profitability was ~~to hire between 250~~the recruitment and ~~300~~retention of experienced ~~advisors by~~financial advisors. Our recruiting efforts during the ~~end of fiscal~~ year ~~2005. As of the end of our second quarter, we~~ have ~~achieved our planned recruiting levels. We remain optimistic that we will reach our year-end recruiting goal, however we are experiencing higher~~improved. However, advisor attrition remains consistent with industry levels and, as a result, recruitment efforts have been fully offset by attrition rates that were higher than planned. We have expanded our partner programs with Tax Services, and have both licensed and unlicensed tax professionals teamed with financial advisors. We are planning for improvements in this business as we ~~planned. Additionally, we indicated that we expected to see continued financial improvements, but still report a loss for fiscal year 2005.~~better align this segment’s cost structure with its revenue stream. Given our performance to date and revised internal forecasts, we expect our fiscal year 2005 pretax loss to be ~~slightly higher~~approximately 25% larger than the prior year.

CORPORATE

This segment consists primarily of corporate support departments, which provide services to our operating segments. These support departments consist of marketing, information technology, facilities, human resources, executive, legal, finance, government relations and corporate communications. Support department costs are generally allocated to our operating segments. Our captive insurance and franchise financing ~~and small business initiative~~ subsidiaries are also included within this segment.

~~-31-~~-34-


~~Corporate – Operating Results~~		~~(in 000s)~~



Corporate – Operating Results													Corporate – Operating Results										(in 000s)
															Three months ended January 31,						Nine months ended January 31,
	Three months ended October 31,						Six months ended October 31,							2005			2004			2005			2004
	2004			2003			2004			2003
Operating revenues	$	2,432		$	2,253		$	6,865		$	4,981			$	3,425		$	2,332		$	10,290		$	7,313
Eliminations		(1,725	)		(1,565	)		(4,710	)		(2,965	)			(2,123	)		(1,642	)		(6,833	)		(4,607	)

Total revenues		707			688			2,155			2,016				1,302			690			3,457			2,706

Corporate expenses:
Compensation and benefits		2,681			930			6,122			3,999				1,747			2,828			7,869			6,827
Interest expense on acquisition debt		17,515			17,074			34,658			34,746
Interest expense															20,936			18,764			55,672			52,119
Other		10,226			1,638			17,014			8,954				10,530			9,738			27,466			20,083

		30,422			19,642			57,794			47,699				33,213			31,330			91,007			79,029

Support departments:
Information technology		27,234			26,738			52,412			49,951				29,023			30,745			81,435			80,696
Marketing		7,691			5,430			11,262			8,094				46,030			44,513			57,292			52,607
Finance		8,706			8,835			17,513			15,734				9,107			8,406			26,620			24,140
Other		26,366			17,192			46,595			28,015				31,584			22,843			78,179			50,858

		69,997			58,195			127,782			101,794				115,744			106,507			243,526			208,301

Allocation of support departments		(69,995	)		(58,021	)		(127,799	)		(101,798	)			(117,297	)		(106,593	)		(245,096	)		(208,391	)
Investment income, net		1,044			687			2,176			2,254
Other income, net															18,399			1,227			20,575			3,481

Pretax loss	$	(28,673	)	$	(18,441	)	$	(53,446	)	$	(43,425	)		$	(11,959	)	$	(29,327	)	$	(65,405	)	$	(72,752	)

Three months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Corporate expenses increased ~~$10.8~~$1.9 million primarily due to ~~new business development activities that resulted in~~ higher ~~allocations~~interest expense, resulting from ~~the information technology, legal~~higher interest rates and ~~human resource departments, and increases in consulting and insurance costs.~~higher average debt balances.

~~Marketing~~Other support department expenses increased ~~$2.3~~$8.7 million, ~~or 41.6%,~~ primarily due to ~~additional advertising for tax courses. Other department expenses increased primarily due to $3.7~~$5.7 million of additional stock-based compensation expenses and increases in the cost of employee insurance and supply sales to franchises.

Other income increased $17.2 million primarily as a result of a $16.7 million legal recovery we received during the current quarter.

The pretax loss was ~~$28.7~~$12.0 million, compared with last year’s ~~second~~third quarter loss of ~~$18.4~~$29.3 million.

Due to the nature of this segment, the three months ended ~~October~~January 31, ~~2004~~2005 are not comparable to the three months ended ~~July~~October 31, 2004 and are not indicative of the expected results for the entire fiscal year.

~~Six~~Nine months ended ~~October~~January 31, ~~2004~~2005 compared to ~~October~~January 31, ~~2003~~

2004
Corporate expenses increased ~~$10.1~~$12.0 million primarily due to ~~new business development activities that resulted in~~ increases in consulting and insurance costs, as well as increased allocations from the information technology, legal and human resource departments.

Information technology department expenses increased $2.5 million, or 4.9%, primarily due to an increase in resources needed to support additional projects on behalf of operating segments and other support departments. Marketing department expenses increased ~~$3.2~~$4.7 million, or ~~39.1%~~8.9%, primarily due to additional ~~advertising for tax courses.~~marketing efforts in the current year. Other support department expenses increased $27.3 million, primarily due to ~~$7.2~~$14.1 million of additional stock-based compensation expenses, increases in the cost of employee insurance and additional supply sales to the operating segments.

Other income increased $17.1 million primarily as a result of the $16.7 million legal recovery we received during the current year.

The pretax loss was ~~$53.4~~$65.4 million, compared with last year’s loss of ~~$43.4~~$72.8 million.

~~-32-~~

FINANCIAL CONDITION

~~FINANCIAL CONDITION~~

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

CAPITAL RESOURCES & LIQUIDITY BY SEGMENT

Our sources of capital include cash from operations, issuances of common stock and debt. We use capital primarily to fund working capital requirements, pay dividends, repurchase our shares and acquire businesses.

-35-

Cash From Operations.Cash used in operations totaled ~~$675.1 million~~$1.6 billion and ~~$463.4 million~~$1.0 billion for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 and ~~2003,~~2004, respectively. The increase in cash used in operating activities is primarily due to ~~Tax Services~~increases in receivables, principally participations in RALs, and income tax payments. ~~Tax Services used $45.9 million more~~RAL participation receivables increased over the prior year due to a higher dollar amount of loans in ~~cash for off-season costs~~which we purchased participation interests, resulting from increases in the fee charged by the lender, our clients’ average refund size and ~~working capital requirements compared to~~ the ~~six months ended October 31, 2003. Additionally, income~~maximum loan amount allowed by the lender. Income tax payments totaled ~~$316.8~~$406.6 million during the current year, an increase of ~~$145.9~~$161.2 million over the prior year, due to a change in a tax accounting method, which resulted in the acceleration of taxable income within our Mortgage Services segment.

Issuance of Common Stock.We issue shares of common stock, in accordance with our stock-based compensation plans, out of treasury shares. Proceeds from the issuance of common stock totaled ~~$53.9~~$119.9 million and ~~$59.9~~$111.2 million for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 and ~~2003,~~2004, respectively.

Debt.In August 2004 we filed an additional shelf registration statement with the SEC for up to $1.0 billion in debt securities. On October 26, 2004, we issued $400.0 million of 5.125% Senior Notes under aour shelf registration ~~statement.~~statements. The Senior Notes are due on October 30, 2014, and are not redeemable by the bondholders prior to maturity. The proceeds from the notes ~~will be~~were used to repay our $250.0 million in ~~6¾%~~6-3/4% Senior Notes, which were due on November 1, 2004. The remaining proceeds ~~will be~~were used for working capital, capital expenditures, repayment of other debt and other general corporate purposes. ~~The proceeds are included in cash and cash equivalents on the condensed consolidated balance sheet at October 31, 2004.~~

As of ~~October~~January 31, ~~2004,~~2005, we had commercial paper borrowings of ~~$316.1 million~~$1.5 billion outstanding. Commercial paper issuance ~~during the six months supported~~supports RAL participations and various other cash ~~requirements including share repurchases, income taxes, annual incentive compensation obligations and other off-season working capital needs.~~requirements.

Dividends.Dividends paid totaled ~~$70.0~~$106.4 million and ~~$68.1~~$103.5 million for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 and ~~2003,~~2004, respectively.

Share Repurchases.On June 9, 2004, our Board of Directors approved an authorization to repurchase 15 million shares. This authorization is in addition to the authorization of 20 million shares on June 11, 2003. During the ~~six~~nine months ended ~~October~~January 31, ~~2004,~~2005, we repurchased 11.2 million shares pursuant to these authorizations at an aggregate price of $527.5 million or an average price of $46.98 per share. There are 15.1 million shares remaining under these authorizations at ~~October~~January 31, ~~2004.~~2005. We plan to continue to purchase shares on the open market in accordance with these authorizations, subject to various factors including the price of the stock, the availability of excess cash, our ability to maintain liquidity and financial flexibility, securities laws restrictions and other investment opportunities available.

Restricted Cash.We hold certain cash balances that are restricted as to use. Cash and cash equivalents —- restricted totaled ~~$496.8~~$535.3 million at ~~October~~January 31, ~~2004.~~2005. Investment Services held ~~$454.0~~$520.0 million of this total segregated in a special reserve account for the exclusive benefit of customers. ~~Investment Services’ restricted cash balance has fallen from $531.6 million at the beginning of fiscal year 2005.~~ Restricted cash of ~~$19.2~~$15.3 million at ~~October~~January 31, ~~2004~~2005 held by Business Services is related to funds held to pay payroll taxes on behalf of its customers. ~~Restricted cash held by Mortgage Services totaled $23.6 million and is held for outstanding commitments to fund mortgage loans.~~

Segment Cash Flows.A condensed consolidating statement of cash flows by segment for the ~~six~~nine months ended ~~October~~January 31, ~~2004~~2005 follows. Generally, interest is not charged on intercompany activities between segments.

~~-33-~~

~~(in 000s)~~


																																		(in 000s)

																			Tax			Mortgage			Business			Investment						Consolidated
	Tax			Mortgage			Business			Investment					Consolidated				Services			Services			Services			Services			Corporate			H&R Block
	Services			Services			Services			Services		Corporate			H&R Block
Cash provided by (used in):																		Cash provided by (used in):
Operations	$	(297,873	)	$	41,879		$	(16,424	)	$	25,712	$	(428,381	)	$	(675,087	)		$	(1,128,154	)	$	42,964		$	(870	)	$	(52,492	)	$	(446,699	)	$	(1,585,251	)
Investing		(15,385	)		50,028			(9,505	)		13,474		(13,718	)		24,894				(77,825	)		62,511			(23,892	)		13,906			(22,980	)		(48,280	)
Financing		456			—			(11,604	)		—		165,461			154,313				—			—			(19,462	)		—			1,157,463			1,138,001
Net intercompany		334,241			(89,134	)		36,920			3,260		(285,287	)		—				1,334,086			(116,041	)		40,954			9,712			(1,268,711	)		—

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

-36-

Tax Services.Tax Services has historically been our largest provider of annual operating cash flows. The seasonal nature of Tax Services generally results in a large positive operating cash flow in the fourth quarter. Tax Services used ~~$297.9 million~~$1.1 billion in its ~~first and second quarter~~current nine-month operations to cover off-season costs and working capital requirements. This segment also used $77.8 million in investing activities, primarily related to capital expenditures in connection with our real estate expansion initiative.

Mortgage Services.This segment primarily generates cash as a result of the sale and securitization of mortgage loans and residual interests, and as its residual interests begin to cash flow. Mortgage Services provided ~~$41.9~~$43.0 million in cash from operating activities and ~~$50.0~~$62.5 million in cash from investing activities. Cash flows from investing activities ~~primarily related to~~consist of $100.3 million in cash ~~received from~~receipts on residual ~~interests.~~interests, partially offset by $37.7 million in capital expenditures.

Gains on sales. Gains on sales of mortgage ~~loans and related~~ assets totaled ~~$366.6~~$565.0 million, with the cash received primarily recorded as operating activities. The percentage of cash proceeds we receive from our capital market transactions, which are included within the gains on sales of mortgage assets, is reconciled below.

~~(in 000s)~~


Six months ended October 31,	2004			2003
										(in 000s)

Nine months ended January 31,							2005			2004

Cash proceeds:
Whole loans sold by the Trusts	$	398,027		$	298,460		$	544,954		$	529,521
Residual cash flows from Beneficial Interest in Trusts		95,211			66,223			142,783			123,834
Loans securitized		21,620			129,617			53,181			115,041
Gain on derivative instruments								24,544			—

		514,858			494,300			765,462			768,396

Non-cash:
Retained mortgage servicing rights		58,894			48,002			94,570			64,265
Additions to balance sheet⁽¹⁾		15,270			1,814			16,470			63,545

		74,164			49,816			111,040			127,810

Portion of gain on sale related to capital market transactions		589,022			544,116			876,502			896,206

Other items included in gain on sale:
Changes in beneficial interest in Trusts		(27,858	)		56,576			(7,981	)		14,658
Impairments to fair value of residual interests		(3,469	)		(11,106	)		(8,304	)		(26,048	)
Net change in fair value of rate-lock commitments		(1,930	)		613
Direct origination expenses, net		(189,117	)		(130,244	)
Net change in fair value of derivative instruments								4,282			(4,297	)
Direct origination and acquisition expenses, net								(299,549	)		(208,315	)

		(222,374	)		(84,161	)		(311,552	)		(224,002	)

Reported gains on sales of mortgage assets	$	366,648		$	459,955		$	564,950		$	672,204

Percent of gain on sale related to capital market transactions received as cash⁽²⁾		87	%		91	%		87	%		86	%

⁽¹⁾ ~~Includes residual interests and interest rate caps.~~
⁽²⁾ ~~Cash proceeds divided by portion of gain on sale related to capital market transactions.~~
⁽¹⁾ Includes residual interests and interest rate caps.
⁽²⁾ Cash proceeds divided by portion of gain on sale related to capital market transactions.

Warehouse Funding. To finance our prime originations, we utilize an on-balance sheet warehouse facility with capacity up to $25 million. This annual facility bears interest at one-month LIBOR plus 140 to 200 basis points. As of ~~October~~January 31, ~~2004~~2005 and April 30, 2004 the balance outstanding under this facility was ~~$3.6~~$4.4 million and $4.0 million, respectively.

~~-34-~~

To fund our non-prime originations, we utilize five off-balance sheet warehouse Trusts. The facilities used by the Trusts had a total capacity of ~~$8.0~~$9.0 billion as of ~~October~~January 31, ~~2004.~~2005. The Mortgage Services segment is planning to implement a $3.0 billion on-balance sheet commercial paper conduit program ~~by the end of~~during fiscal year ~~2005.~~2006. At that time, we ~~will~~plan to reduce the warehouse facilities to $7.0 billion. This will bring total available warehouse capacity to approximately $10.0 billion.

We believe the sources of liquidity available to the Mortgage Services segment are sufficient for its needs.

Business Services.Business Services funding requirements are largely related to receivables for completed work and “work in process.” We provide funding sufficient to cover their working capital needs. This segment used ~~$16.4~~$0.9 million in operating cash flows during the first ~~half~~nine months of the year. Business Services also used $23.9 million and $19.5 million in investing and financing activities,

-37-

respectively. Investing activities included acquisitions and capital expenditures, while financing activities consist of payments on acquisition debt.

Investment Services.Investment Services, through HRBFA, is subject to regulatory requirements intended to ensure the general financial soundness and liquidity of broker-dealers.

At ~~October~~January 31, ~~2004,~~2005, HRBFA’s net capital of ~~$121.2~~$118.8 million, which was ~~18.6%~~18.0% of aggregate debit items, exceeded its minimum required net capital of ~~$13.0~~$13.2 million by ~~$108.2~~$105.6 million. During the ~~first half of fiscal~~current year, ~~2005,~~ we contributed additional capital of ~~$10.0~~$17.0 million, even though HRBFA was in excess of the minimum net capital requirement, and we may continue to do so in the future.

In the first ~~half~~nine months of fiscal year 2005, Investment Services ~~provided $25.7~~used $52.5 million ~~from~~in its operating activities primarily due to operating losses and the timing of cash deposits that are restricted for the benefit of customers. Cash provided by investing activities consists primarily of proceeds from the sale of branch offices.

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

Pledged securities at ~~October~~January 31, ~~2004~~2005 totaled ~~$48.0~~$53.5 million, an excess of ~~$5.0~~$13.2 million over the margin requirement. Pledged securities at the end of fiscal year 2004 totaled $46.3 million, an excess of $7.9 million over the margin requirement.

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

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

Substantially all non-prime mortgage loans we originate are sold daily to the Trusts. The Trusts purchase the loans from us utilizing five warehouse facilities that were arranged by ~~us. The warehouse facilities were increased to $8.0 billion during the second quarter,~~us, bear interest at one-month LIBOR plus 50 to 200 basis points and expire on various dates during the year. In December 2004, the warehouse facilities were increased from $8.0 billion to $9.0 billion through February 15, 2005. This increase was pursuant to an amendment to the warehouse facility with Bank of America, N.A. (the BOA Facility) as reported on our current report on Form 8-K dated December 17, 2004, which is incorporated herein by reference.

On February 15, 2005, the BOA Facility was amended further to extend the term through May 15, 2005 of the $1.0 billion in warehouse capacity added in December 2004. The additional $1.0 billion increases our maximum guarantee, which is equal to approximately 10% of the aggregate principal balance of mortgage loans held by the Trusts.

There have been no other material changes in our off-balance sheet financing arrangements from those reported at April 30, 2004 in our Annual Report on Form 10-K.

COMMERCIAL PAPER ISSUANCE

We maintain unsecured CLOCs to support our commercial paper program and for general corporate purposes. During the second quarter, we replaced our $2.0 billion CLOC with two CLOCs. The two CLOCs are from a consortium of thirty-one banks. The first $1.0 billion CLOC is subject to annual renewal in August 2005, has a one-year term-out provision with a maturity date in August 2006 and has an annual facility fee of ten basis points per annum. The second $1.0 billion CLOC has a maturity date of August 2009 and has an annual facility fee of twelve basis points per annum. These lines are subject to various affirmative and negative covenants, including a minimum net worth covenant. These CLOCs are for working capital use, general corporate purposes and commercial paper back up. We obtained an additional $750.0 million line of credit for the period of January 26 to February 25, 2005 to back-up peak commercial paper issuance or use as an alternate source of funding for RAL participations. This line is subject to various covenants, substantially similar to the primary CLOCs. These CLOCs were undrawn at January 31, 2005.

At ~~October~~January 31, ~~2004,~~2005, there was no$25.0 million (Canadian) of commercial paper outstanding under the H&R Block Canada commercial paper program. The Canadian issuances are supported by a credit facility provided by one

-38-

bank in an amount not to exceed $125.0 million (Canadian). The Canadian CLOC is subject to annual renewal in December 2005. The Canadian CLOC was undrawn at January 31, 2005.

There have been no other material changes in our commercial paper program from those reported at April 30, 2004 in our Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

There have been no material changes in our contractual obligations and commercial commitments from those reported at April 30, 2004 in our Annual Report on Form 10-K.

~~-35-~~

REGULATORY ENVIRONMENT

There have been no material changes in our regulatory environment from those reported at April 30, 2004 in our Annual Report on Form 10-K.

FORWARD-LOOKING INFORMATION

In this report, and from time to time throughout the year, we share our expectations for our future performance. These forward-looking statements are based upon current information, expectations, estimates and projections regarding the Company, the industries and markets in which we operate, and our assumptions and beliefs at that time. These statements speak only as of the date on which they are made, are not guarantees of future performance, and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these forward-looking statements. Words such as “believe,” “will,” “plan,” “expect,” “intend,” “estimate,” “approximate,” and similar expressions may identify such forward-looking statements.

There have been no material changes in our risk factors from those reported at April 30, 2004 in our Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risks from those reported at April 30, 2004 in our Annual Report on Form 10-K.

CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported in accordance with the SEC’s rule. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.

Our Disclosure Controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusions of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.

-39-

As of ~~October~~January 31, ~~2004,~~2005, we evaluated the effectiveness of the design and operation of our Disclosure Controls. The controls evaluation was done under the supervision and with the participation of management, including our CEO and CFO.

The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in this Form 10-Q. In our Form 10-K for the year ended April 30, 2004, we reported ~~a series of~~various control weaknesses related to our corporate tax accounting function. These weaknesses related specifically to the reconciliation and level of detailed support of both current and deferred income tax accounts. We also determined an acceleration of taxable income was warranted in one of our segments, although there was no change to our total income tax provision. Upon identification of these control weaknesses,

~~-36-~~

immediate corrective action was undertaken. Remediation that was complete or substantially complete at January 31, 2005 included the following:

•   Two additional tax directors have been added to our corporate tax department. Each has significant federal, state and local tax experience and one director also has tax GAAP experience. Where necessary, we have retained outside experts to supplement our core knowledge of the complexities around mortgage securitizations. These resources, when combined with our existing resources, will enable the department to serve the technical needs of the enterprise.
•   A formal policy governing all key aspects of accounting for income taxes has been developed and adopted. Departmental procedures are being revised to conform to the provisions of the policy.
•   The corporate controller’s department and the corporate tax department are focused on communicating more effectively with an increased concentration on the financial reporting aspects of tax items.
•   The corporate tax department is now an active participant in the quarterly results review meetings with our business segment leaders. During these meetings, leaders engage in a detailed review of quarterly financial statements.
•   Detailed, entity-specific support for all components of deferred taxes is being compiled as of the last audited financial statement date, and will be updated through the most recent calendar year end.

Our efforts to strengthen financial and internal controls continue. We expect these efforts to be completed by the end of fiscal year 2005.

Based on this evaluation, other than the item described above, our CEO and CFO have concluded these controls are effective. There have been no significant changes in internal controls, or in other factors, which would significantly affect these controls subsequent to the date of evaluation.

PART II — OTHER INFORMATION

Cases that are no longer pending, some were dismissed on our motions for dismissal or summary judgment and others were dismissed voluntarily by the plaintiffs after denial of class certification. Other cases were settled, with one settlement resulting in a pretax expense of $43.5 million in fiscal year 2003 (the “Texas RAL Settlement”).

We continue to believe we have meritorious defenses to the RAL Cases, and we intend to defend the remaining RAL Cases vigorously. There can be no assurances, however, as to the outcome of the pending RAL Cases individually or in the aggregate. Furthermore, there can be no assurances regarding the impact of the RAL Cases on our consolidated financial statements. ~~We have accrued our best estimate of the probable loss related to the RAL Cases.~~ The following is updated information regarding the pending RAL Cases in which developments occurred during or after the three months ended ~~October~~January 31, ~~2004:~~2005:

Lynne A. Carnegie, et al. v. Household International, Inc., H&R Block, Inc., et al., (formerly Joel E. Zawikowski, et al. v. Beneficial National Bank, H&R Block, Inc., Block Financial Corporation, et al.) Case No. 98 C 2178, United States District Court for the Northern District of Illinois, Eastern Division, instituted on April 18, 1998. On April 15, 2003, the District Court judge declined to approve a $25.0 million nationwide settlement of this matter, under which we and the lending bank would have each paid $12.5 million. The judge’s decision was based on a finding that counsel for the settlement plaintiffs had been inadequate representatives of the plaintiff class and failed to sustain their burden of showing that the settlement was fair. The judge subsequently appointed new counsel for the plaintiffs who filed an amended complaint and a motion for partial summary judgment. On March 29, 2004, the court either dismissed or decertified all of the plaintiffs’ claims other than part of one count alleging violations of the ~~racketeering and conspiracy provisions of the~~ RICO Act. The United States Court of Appeals for the Seventh Circuit subsequently affirmed the trial court’s certification of a nationwide class on the RICO count. The case is scheduled to go to trial in ~~March~~October 2005. We intend to continue defending the case vigorously, but there are no assurances as to its outcome.

~~Joyce Green, et al. v. H&R Block, Inc., Block Financial Corporation, et al.,~~Case No. 97195023, in the Circuit Court for Baltimore City, Maryland, instituted on July 14, 1997. Our Board of Directors approved a proposed settlement of the case on September 8, 2004. During the process of finalizing the settlement agreement, the parties were unable to reach agreement regarding certain settlement terms. We intend to continue defending the case vigorously, but there is no assurance as to its outcome.

~~-37-~~

Deandra D. Cummins, et al. V. H&R Block, Inc., et al.,Case No. 03-C-134, ~~in the~~ Circuit Court of Kanawha County, West Virginia. AOn December 30, 2004, the trial court certified a class ~~certification hearing commenced in October 2004 and was continued until December 22, 2004. A~~consisting of all West Virginia residents who obtained RALs from January 1, 1994 to present. On February 23, 2005, the U.S. Supreme Court denied our request to review the West Virginia Supreme Court’s decision ~~on class certification is expected in early 2005, and~~not to review the trial court’s denial of our motion to compel arbitration. The case is scheduled to go to trial in October 2005.

Sandra J. Basile, et al. v. H&R Block, Inc. et al.,April Term 1992 Civil Action No. 3246, Court of Common Pleas, First Judicial district of Pennsylvania, Philadelphia County, instituted on April 23, 1993. On February 3, 2005, the Pennsylvania appellate court granted plaintiff’s motion foren bancreview of the appellate court’s previous three-judge panel decision denying plaintiff’s appeal of the trial court class decertification. Re-argument is expected to occur in June 2005.

Peace of Mind Litigation

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

-41-

in its name, or otherwise affiliated or associated with H&R Block Tax Services, Inc., and which sold or sells the Peace of Mind product. The trial court subsequently denied the defendants’ motion asking the trial court to certify the class certification issues for interlocutory appeal. Discovery is proceeding. No trial date has been set.

There is one other putative class action pending against us in Texas that involves the Peace of Mind guarantee. This case is being tried before the same judge that presided over the Texas RAL Settlement and involves the same plaintiffs attorneys that are involved in the Marshall litigation in Illinois and substantially similar allegations. No class has been certified in this case.

We believe the claims in these Peace of Mind actions are without merit and we intend to defend them vigorously. However, there can be no assurances as to the outcome of these pending actions individually or in the aggregate, and there can be no assurances on the impact of these actions on our consolidated ~~results of operations or~~ financial ~~position.~~statements.

Other Claims and Litigation

As with other broker-dealers, HRBFA has been the subject of an investigation by the National Association of Securities Dealers, Inc. (NASD) regarding the market timing of mutual funds. The investigation ~~concerns~~concerned the trading activity by two former financial advisors, primarily on behalf of one of HRBFA’s institutional clients. ~~HRBFA has cooperated~~After substantive discussions with the NASD, ~~and has had substantive~~HRBFA agreed to a settlement ~~discussions. While these discussions have not concluded, we anticipate that~~of the matter, ~~will be resolved in the near future, although we cannot provide assurance regarding the ultimate resolution~~without admitting or denying any wrongdoing. We paid a fine of ~~this matter, we believe the resolution will not have a material adverse effect on our operations, consolidated results of operations or financial position.~~$500,000 and $325,000 restitution, to mutual fund customers.

As reported in a current report on Form 8-K dated November 8, 2004, the NASD brought charges against HRBFA related to the sale by HRBFA of Enron debentures in 2001. ATwo private civil ~~action~~actions subsequently ~~was~~were filed against HRBFA concerning the matter raised in the NASD’s ~~charges.~~charges, one of which was subsequently dismissed without prejudice. We intend to defend the charges and the civil suit vigorously. There can be no assurances as to the outcome and resolution of this matter.

As part of an industry-wide review, the Internal Revenue Service (IRS) is investigating tax-planning strategies that certain RSM clients utilized during fiscal years 2000 through 2003. Specifically, the IRS is examining these strategies to determine whether RSM complied with tax shelter registration and listing regulations and whether such strategies were appropriate. If the IRS were to determine that these

~~-38-~~

strategies were inappropriate, clients that utilized the strategies could face penalties and interest for underpayment of taxes and may attempt to seek recovery from RSM. There can be no assurances as to the outcome of this matter.

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

We have from time to time been party to claims and lawsuits not discussed herein arising out of our business operations. These claims and lawsuits include actions by individual plaintiffs, as well as cases in which plaintiffs seek to represent a class of similarly situated customers. The amounts claimed in these claims and lawsuits are substantial in some instances, and the ultimate liability with respect to such litigation and claims is difficult to predict. Some of these claims and lawsuits pertain to RALs, the electronic filing of customers’ income tax returns and the Peace of Mind guarantee program. ~~Others~~We believe we have meritorious defenses to each of these claims, and we are defending, or intend to defend, them vigorously, although there is no assurance as to their outcome.

In addition to the aforementioned types of cases, we are parties to claims and lawsuits that we consider to be ordinary, routine litigation incidental to our business, including claims and lawsuits ~~(“Other Claims”)~~(Other Claims) concerning ~~the Express IRA program and~~investment products, the preparation of customers’ income ~~tax returns, the electronic filing of customers’~~ tax returns, the fees charged customers for various products and services, losses incurred by customers with respect to their investment accounts, relationships with franchisees, denials of mortgage loans, contested mortgage foreclosures, other aspects of the mortgage business, intellectual property disputes, and contract disputes. We believe we have meritorious defenses to each of the Other Claims, and we are defending, or intend to defend, them vigorously. While we cannot provide assurance that we will ultimately prevail in each instance, we believe the amount, if any, we are required to pay in the discharge of liabilities or

-42-

settlements in these ~~other matters~~Other Claims will not have a material adverse effect on our consolidated ~~results of operations or~~ financial ~~position.~~statements.

ITEM 2. ~~CHANGES IN~~UNREGISTERED SALES OF EQUITY SECURITIES ~~AND USES OF PROCEEDS~~

A summary of our purchases of H&R Block common stock during the ~~second~~third quarter of fiscal year 2005 is as follows:

~~(shares in 000s)~~

Total Number of Shares Maximum Number
Total Average Purchased as Part of of Shares that May
Number of Shares Price Paid Publicly Announced Be Purchased Under
Purchased⁽¹⁾
per Share
Plans or Programs⁽²⁾
the Plans or Programs⁽²⁾
August 1 – August 31 1,484 $ 48.60 1,484 17,430
September 1 – September 30 1,375 $ 48.16 1,374 16,056
October 1 – October 31 952 $ 46.06 952 15,104


							(shares in 000s)

					Total Number of Shares		Maximum Number
	Total		Average		Purchased as Part of		of Shares that May
	Number of Shares		Price Paid		Publicly Announced		Be Purchased Under
	Purchased⁽¹⁾		per Share		Plans or Programs⁽²⁾		the Plans or Programs⁽²⁾

November 1 – November 30		2	$	49.22		—		15,104
December 1 – December 31		—	$	48.08		—		15,104
January 1 – January 31		4	$	47.40		—		15,104

⁽¹⁾

~~Of the total number of~~All shares purchased ~~927 shares~~during the current quarter were purchased in connection with the funding of employee income tax withholding obligations arising upon the exercise of stock options or the lapse of restrictions on restricted shares.

⁽²⁾

On June 11, 2003 and June 9, 2004, our Board of Directors approved the repurchase of 20 million shares and 15 million shares, respectively, of H&R Block, Inc. common stock. These authorizations have no expiration dates.

Our Articles of Incorporation were amended on September 30, 2004 to increase the number of authorized shares of common stock, without par value, from 500,000,000 shares to 800,000,000 shares. The aggregate number of shares of all classes of stock that we now have authority to issue is 806,000,000, with 800,000,000 authorized shares of common stock and 6,000,000 authorized shares of a class designated preferred stock, without par value. The amendment to the Articles of Incorporation was approved by our shareholders at the annual meeting of shareholders held on September 8, 2004. The Certificate of Amendment is filed as Exhibit 3.1 to this Form 10-Q, and the Restated Articles of Incorporation, incorporating all amendments thereto, are filed as Exhibit 3.2 to this Form 10-Q.

ITEM ~~4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

The annual meeting of shareholders of the registrant was held on September 8, 2004. At such meeting, three Class III directors were elected to serve three-year terms. In addition, the proposals set forth below were submitted to a vote of shareholders. With respect to the election of directors and the adoption of each

~~-39-~~

~~proposal, the number of votes cast for, against or withheld, the number of abstentions, and the number of no votes (if applicable) were as follows:~~

Election of Class III Directors:
Nominee
Votes FOR
Votes WITHHELD
Donna R. Ecton 143,089,287 3,003,702
Louis W. Smith 143,702,345 2,390,644
Rayford Wilkins, Jr. 133,272,098 12,820,891

~~Approval of an Amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock from 500,000,000 to 800,000,000~~6. EXHIBITS


~~Votes For~~10.1	~~131,169,406~~	Termination Agreement dated January 7, 2005, between H&R Block, Inc., H&R Block Financial Advisors, Inc. and Brian L. Nygaard.
~~Votes Against~~	~~14,441,014~~
~~Abstain~~	~~482,569~~

~~Approval of an Amendment to the 1989 Stock Option Plan for Outside Directors to extend the plan for five years, such that it will terminate, unless further extended, on December 5, 2009~~


~~Votes For~~			~~101,491,697~~
~~Votes Against~~			~~9,582,901~~
~~Abstain~~			~~630,352~~

Approval of an Amendment to the 1999 Stock Option Plan for Seasonal Employees to (i) extend the Plan for two years, such that it will terminate, unless further extended, on December 31, 2006 and (ii) increase the aggregate number of authorized shares of Common Stock issuable under the Plan from 20,000,000 to 23,000,000


~~Votes For~~			~~86,237,154~~
~~Votes Against~~			~~25,004,641~~
~~Abstain~~			~~463,156~~

~~Ratification of the Appointment of KPMG LLP as the Registrant’s Independent Accountants for the year ended April 30, 2005~~


~~Votes For:~~			~~143,615,698~~
~~Votes Against:~~			~~2,120,943~~
~~Abstain:~~			~~356,347~~

At the close of business on June 30, 2004, the record date for the annual meeting of shareholders, there were 167,770,955 shares of Common Stock of the registrant outstanding and entitled to vote at the meeting. There were 146,092,989 shares represented at the annual meeting of shareholders held on September 8, 2004.

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

~~a) Exhibits~~

~~3.1~~ ~~Certificate of Amendment to Articles of Incorporation dated September 30, 2004.~~
~~3.2~~ ~~Restated Articles of Incorporation, as amended to the date of this Form 10-Q.~~
~~10.1~~ ~~Employment Agreement dated September 15, 2005, by and between HRB Management, Inc. and Marc West.~~

~~-40-~~

10.2 ~~Standard Form of Agreement Between Owner and Deign/Builder dated as of May 5, 2003 by and between H&R Block Tax Services, Inc. and J.E. Dunn Construction Company.~~
~~10.3~~ ~~First Amendment to Third~~Fourth Amended and Restated Refund Anticipation Loan Participation ~~Amendment,~~Agreement dated as of ~~August 20,~~December 31, 2004, ~~by and among~~between Block Financial Corporation, ~~Household Tax Masters,~~HSBC Taxpayer Financial Services Inc. and Household Tax Masters Acquisition Corporation.

~~10.4~~
10.3 ~~2004 Amendment to~~ Second Amended and Restated ~~Refund Anticipation~~ Loan ~~Operations~~Purchase and Contribution Agreement dated as of ~~August 20, 2004, by~~November 14, 2003 between Option One Loan Warehouse Corporation and among H&R Block Services, Inc., Household Tax Masters, Inc., and Beneficial Franchise Company. *
Option One Mortgage Corporation.

10.4 Amended and Restated Sales and Servicing Agreement dated November 12, 2004 among Option One Owner Trust 2003-5, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank, N.A.
10.5 ~~The 1989 Stock~~Note Purchase Agreement dated November 14, 2003 between Option ~~Plan for Outside Directors, as amended~~One Owner Trust 2003-5, Option One Loan Warehouse Corporation and ~~restated as of September 8, 2004.~~Citigroup Global Markets Realty Corp.

10.6 Amendment Number One to the Note Purchase Agreement, dated November 14, 2004, among Option One Owner Trust 2003-5, Option One Loan Warehouse Corporation and Citigroup Global Markets Realty Corp.

10.7 Indenture dated as of November 1, 2003 between Option One Owner Trust 2003-5 and Wells Fargo Bank Minnesota, National Association.
10.8 Amended and Restated Sale and Servicing Agreement dated as of November 25, 2003 among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank Minnesota, National Association.
10.9 Amendment Number One to the Amended and Restated Sale and Servicing Agreement, dated as of April 30, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank Minnesota, National Association.
10.10 Amendment Number Two to the Amended and Restated Sale and Servicing Agreement, dated as of December 17, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank N.A.
10.11 Amended and Restated Note Purchase Agreement dated as of November 25, 2003 among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation and Bank of America, N.A.
10.12 Amendment Number One to the Amended and Restated Note Purchase Agreement, dated as of December 17, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation and Bank of America, N.A.


10.13		Amendment Number Two to the Amended and Restated Note Purchase Agreement, dated as of February 15, 2005, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation and Bank of America, N.A.

10.14		Amended and Restated Indenture dated as of November 25, 2003 between Option One Owner Trust 2001-2 and Wells Fargo Bank Minnesota, National Association.

10.15		Letter Agreement dated as of April 1, 2000 among Option One Mortgage Corporation, Bank of America, N.A.

31.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1		Certification by Chief Executive Officer furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.


32.2		Certification by Chief Financial Officer furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

	*		~~Confidential information has been omitted from this exhibit and filed separately with the Commission pursuant to a confidential treatment request under Rule 24b-2.~~

~~b) Reports on Form 8-K~~

The registrant filed current reports on Form 8-K and Form 8-K/A, each dated August 24, 2004, reporting under Item 2.02 thereof its issuance of a press release announcing the results of operations for its first quarter ending July 31, 2004.

~~The registrant filed current reports on Form 8-K and Form 8-K/A, each dated September 9, 2004, reporting under Item 1.01 and/or Item 5.02 thereof its appointment of a Chief Financial Officer.~~

The registrant filed a current report on Form 8-K dated October 18, 2004, reporting under Items 5.02 and 9.01 thereof its issuance of a press release announcing the election of a new member to its Board of Directors.

The registrant filed a current report on Form 8-K dated October 21, 2004, reporting under Items 1.01, 8.01 and 9.01 thereof its entry into an underwriting agreement in connection with its debt offering.

~~-41-~~-44-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		H&R BLOCK, INC.

		(Registrant)

DATE ~~12/8/04~~3/9/05	BY	/s/ Mark A. Ernst

		Mark A. Ernst
		Chairman of the Board, President
		and Chief Executive Officer

DATE ~~12/8/04~~3/9/05	BY	/s/ William L. Trubeck

		William L. Trubeck
		Executive Vice President and
		Chief Financial Officer

~~-42-~~-45-

		We sold $13.3 billion and $11.6 billion of mortgage loans in whole loan sales to third-party trusts (Trusts) or other buyers during the six months ended October 31, 2004 and 2003, respectively, with gains totaling $370.1 million and $471.1 million, respectively, recorded on these sales.

		Residual interests valued at $68.6 million and $199.0 million were securitized in NIM transactions during the six months ended October 31, 2004 and 2003, respectively, with net cash proceeds of $53.3 million and $147.1 million received, respectively. In the prior year, additional cash proceeds of $50.1 million were received as a result of a secured financing (on-balance sheet securitization). Total net additions to residual interests from NIM transactions for the six months ended October 31, 2004 and 2003 were $15.3 million and $1.8 million, respectively.

		Cash flows of $73.5 million and $68.9 million were received from the securitization trusts for the six months ended October 31, 2004 and 2003, respectively. Cash received on residual interests is included in investing activities in the condensed consolidated statements of cash flows.

		Aggregate net unrealized gains on residual interests, which had not yet been accreted into income, totaled $166.7 million at October 31, 2004 and $112.5 million at April 30, 2004. These unrealized gains are recorded net of deferred taxes in other comprehensive income, and may be recognized in income in future periods either through accretion or upon further securitization or sale of the related residual interest.


	October 31, 2004	October 31, 2003
Estimated annual prepayments	0.11% to 83.22%	30% to 90%
			January 31, 2005			January 31, 2004

Estimated credit losses	3.08%	4.74%		2.42	%		4.72	%
Discount rate	25%	13.21%		25	%		21	%
Variable returns to third-party beneficial interest holders	LIBOR forward curve at closing		LIBOR forward curve at closing


	October 31, 2004	April 30, 2004
Estimated annual prepayments	0.37% to 93.36%	25% to 90%
			January 31, 2005			April 30, 2004

Estimated credit losses – residual interests	3.25%	4.16%		3.08	%		4.16	%
Discount rate – residual interests	20.93%	19.09%		20.37	%		19.09	%
Discount rate – MSRs	12.80%	12.80%		12.80	%		12.80	%
Variable returns to third-party beneficial interest holders	LIBOR forward curve at valuation date		LIBOR forward curve at valuation date

5.	6.	Derivative Instruments

		In the normal course of business, we enter into commitments with our customers to fund mortgage loans for specified periods of time at “locked-in” interest rates. These derivative instruments represent commitments (rate-lock equivalent) to fund loans. At October 31, 2004 and April 30, 2004, we recorded an asset of $0.3 million and a liability of $1.4 million, respectively, related to prime commitments. Changes in fair value of $1.7 million and $0.6 million were recognized in gains on sales of mortgage assets for the six months ended October 31, 2004 and 2003, respectively. We adopted SEC Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments,” as of March 31, 2004. Upon adoption, we no longer record an asset and the related changes in fair value for non-prime commitments to fund loans.

		We sell short FNMA, FHLMC and GNMA mortgage-backed securities to reduce our risk related to our commitments to fund fixed-rate prime loans. The position on certain or all of the fixed-rate mortgage loans is closed approximately 10-15 days prior to standard Public Securities Association (PSA) settlement dates. At April 30, 2004 we recorded assets totaling $2.1 million related to these instruments. Changes in the market value of these instruments are included in gains on sales of mortgage assets and totaled a loss of $0.7 million and $1.5 million for the three and six months ended October 31, 2004, respectively, and a gain of $1.5 million and $2.8 million for the three and six months ended October 31, 2003, respectively.

		~~We enter into forward loan commitments to sell our non-prime mortgage loans to manage interest rate risk. Forward loan sale commitments for non-prime loans are not considered derivative~~

3.	Receivables

		The condensed consolidated balance sheet as of October 31, 2004, the condensed consolidated income statements for the three and six months ended October 31, 2004 and 2003, and the condensed consolidated statements of cash flows for the six months ended October 31, 2004 and 2003 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at October 31, 2004 and for all periods presented have been made.

		~~“H&R Block,” “the Company,” “we,” “our” and “us” are used interchangeably to refer to H&R Block, Inc. or to H&R Block, Inc. and its subsidiaries, as appropriate to the context.~~

		Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Most notably, during the quarter we reclassified amounts previously reported as interest income to gains on sales of mortgage loans. Amounts reclassified for the three months ended July 31, 2004 and the three and six months ended October 31, 2003 totaled $44.6 million, $41.3 million and $68.3 million, respectively. These reclassifications had no effect on the results of operations or stockholders’ equity as previously reported.

		Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our April 30, 2004 Annual Report to Shareholders on Form 10-K and our July 31, 2004 Form 10-Q.

		~~Operating revenues~~Receivables consist of the Tax Services and Business Services segments are seasonal in nature with peak revenues occurring in the months of January through April. Therefore, results for interim periods are not indicative of results to be expected for the full year.

		We file our Federal and state income tax returns on a calendar year basis. The condensed consolidated income statements reflect the effective tax rates expected to be applicable for the respective full fiscal years.

2.		~~Earnings (Loss) Per Share~~

		Basic earnings (loss) per share is computed using the weighted average shares outstanding during each period. The dilutive effect of potential common shares is included in diluted earnings (loss) per share except in those periods with a loss. The computations of basic and diluted earnings (loss) per share are as follows:following:

		~~antidilutive due to the options’ exercise prices being greater than the average market price of the common shares during the period.~~

		The weighted average shares outstanding for the three and six months ended October 31, 2004 decreased to 164.7 million and 166.7 million, respectively, from 177.8 million and 178.6 million last year, respectively, primarily due to our purchases of treasury shares. The effect of these purchases was partially offset by the issuance of treasury shares related to our stock-based compensation plans.

		During the six months ended October 31, 2004 and 2003, we issued 1.7 million shares and 2.2 million shares, respectively, of common stock pursuant to the exercise of stock options, employee stock purchases and awards of restricted shares, in accordance with our stock-based compensation plans.

		During the six months ended October 31, 2004, we acquired 11.3 million shares of our common stock, of which 11.2 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $529.6 million. During the six months ended October 31, 2003, we acquired 4.2 million shares of our common stock, of which 4.1 million shares were purchased from third parties with the remaining shares swapped or surrendered to us, at an aggregate cost of $178.8 million.

3.	4.	Mortgage Banking Activities

		Activity related to available-for-sale residual interests in securitizations consists of the following:


				Mortgage Loans Securitized in Fiscal Year
	Prior to 2002			2002			2003			2004			2005
As of:
April 30, 2004		4.46	%		3.58	%		4.35	%		3.92	%		—
July 31, 2004		4.58	%		2.96	%		2.47	%		2.59	%		—
October 31, 2004		4.54	%		2.96	%		2.30	%		2.62	%		3.08	%


	Residential Mortgage Loans
	NIM			Beneficial Interest			Servicing
	Residuals			in Trusts⁽¹⁾			Asset
Carrying amount/fair value	$	261,503		$	108,624		$	134,062
Weighted average remaining life (in years)		1.2			2.6			1.3
Prepayments (including defaults):
Adverse 10% — $ impact on fair value	$	(3,887	)	$	(13,805	)	$	(13,455	)
Adverse 20% — $ impact on fair value		(3,669	)		(20,687	)		(23,030	)
Credit losses:
Adverse 10% — $ impact on fair value	$	(34,773	)	$	(5,782	)		Not applicable
Adverse 20% — $ impact on fair value		(69,504	)		(11,481	)		Not applicable
Discount rate:
Adverse 10% — $ impact on fair value	$	(5,187	)	$	(5,879	)	$	(1,738	)
Adverse 20% — $ impact on fair value		(10,159	)		(11,294	)		(3,437	)
Variable interest rates (LIBOR forward curve):
Adverse 10% — $ impact on fair value	$	(7,539	)	$	(15,455	)		Not applicable
Adverse 20% — $ impact on fair value		(14,086	)		(30,873	)		Not applicable

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

		~~Mortgage loans that have been securitized at October 31, 2004 and April 30, 2004, past due sixty days or more and the related credit losses incurred are presented below:~~

4.		Goodwill and Intangible Assets

		~~Changes in the carrying amount of goodwill for the six months ended October 31, 2004, consist of the following:~~

		We test goodwill for impairment annually at the beginning of our fourth quarter, or more frequently if events occur indicating a potential reduction in the fair value of a reporting unit’s net assets below its carrying value. No such impairment or events indicating potential impairment have been identified within any of our segments during the six months ended October 31, 2004. Should Investment Services’ performance continue to fall short of our internal expectations, it will be necessary for this segment’s goodwill to be tested for impairment prior to our annual impairment testing. Our evaluation of impairment is dependent upon various assumptions, including assumptions regarding projected operating results and cash flows of reporting units. Actual results could differ materially from our projections and those differences could alter our conclusions regarding the fair value of a reporting unit and its goodwill.

		~~Intangible assets consist of the following:~~


	Three months ended October 31, 2003
	H&R Block, Inc.		BFC		Other						Consolidated
	(Guarantor)		(Issuer)		Subsidiaries			Elims			H&R Block
Total revenues	$	—	$	396,296	$	175,308		$	(2,732	)	$	568,872

Cost of services		—		85,127		198,025			(226	)		282,926
Other		—		175,259		97,387			(2,670	)		269,976

Total expenses		—		260,386		295,412			(2,896	)		552,902

Operating income (loss)		—		135,910		(120,104	)		164			15,970
Other income, net		17,134		—		1,164			(17,134	)		1,164

Income (loss) before taxes		17,134		135,910		(118,940	)		(16,970	)		17,134
Income taxes (benefit)		6,758		55,323		(48,629	)		(6,694	)		6,758

Net income (loss)	$	10,376	$	80,587	$	(70,311	)	$	(10,276	)	$	10,376


	Six months ended October 31, 2004
	H&R Block, Inc.			BFC		Other						Consolidated
	(Guarantor)			(Issuer)		Subsidiaries			Elims			H&R Block
Total revenues	$	—		$	662,930	$	365,655		$	(6,619	)	$	1,021,966

Cost of services		—			189,277		418,649			109			608,035
Other		—			354,472		228,193			(6,728	)		575,937

Total expenses		—			543,749		646,842			(6,619	)		1,183,972

Operating income (loss)		—			119,181		(281,187	)		—			(162,006	)
Other income, net		(158,488	)		—		3,518			158,488			3,518

Income (loss) before taxes		(158,488	)		119,181		(277,669	)		158,488			(158,488	)
Income taxes (benefit)		(62,206	)		51,560		(113,766	)		62,206			(62,206	)

Net income (loss)	$	(96,282	)	$	67,621	$	(163,903	)	$	96,282		$	(96,282	)

•	•	Tax Services’ pretax income increased $2.5 million, to $64.3 million for the quarter. For the nine months, the pretax loss increased ~~$17.0~~$14.5 million to ~~$247.0~~$182.6 million, primarily due to ~~off-season expenses related to the former major franchise territories acquired in the second quarter of last year,~~ real estate expansion, ~~and marketing costs.~~which resulted in the opening of a net 939 new company-owned office locations.

•	•	Mortgage Services’ revenues and pretax ~~earnings~~income decreased ~~$83.0~~$13.0 million and ~~$148.1~~$42.8 million, ~~respectively. The decline is~~respectively, for the three months ended January 31, 2005. Revenues and pretax income decreased $96.0 million and $190.9 million, for the respective nine-month periods. These declines are due to increased price competition and poorer execution in the secondary market, partially offset by increases in origination volumes of 56.8% and ~~higher loan origination costs.~~27.7% for the three and nine months, respectively.

•	•	Business Services’ revenues increased ~~$30.6~~$20.6 million ~~or 14.8%,~~and $51.2 million for the three and nine months ended January 31, 2005, respectively, primarily due to higher chargeable hours in our accounting, tax and consulting ~~business and the~~business. Chargeable hours increased primarily as a result of risk management services ~~they are providing. The~~and business development initiatives. Pretax income increased $4.0 million for the current quarter primarily due to revenue growth. For the nine months ended January 31, 2005, the pretax loss increased ~~$5.6~~$1.6 million ~~or 59.2%, over the prior year~~ primarily due to increased personnel recruiting and compensation costs and investments ~~we are making~~made in our ~~developing lines of business.~~emerging businesses.

•	•	Investment Services’ revenues ~~declined $2.3~~increased $4.4 million and $2.0 million and the pretax loss increased ~~$13.7 million.~~$5.5 million and $19.2 million for the three and nine months, respectively. Declining results are primarily due to ~~a $6.0 million write-down of a branch office facility and~~ additional compensation and benefits from higher commission rates and financial incentives for new ~~advisors.~~advisors coupled with increased legal expenses, partially offset by gains on the disposition of certain assets. In addition, a $6.0 million write-down of a branch office facility in the second quarter contributed to the increased loss during the nine months ended January 31, 2005.

~~(1)~~		~~Represents non-prime production.~~
⁽²⁾		Defined as gain on sale of mortgage loans (including gain or loss on derivatives, mortgage servicing rights and net of direct origination and acquisition expenses) divided by origination volume.
~~(3)~~		⁽³⁾Defined as total premium received divided by total balance of loans delivered to ~~third party~~third-party investors or securitization vehicles (excluding mortgage servicing rights and the effect of loan origination expenses).


~~Mortgage Services – Operating Statistics~~		~~(dollars in 000s)~~

⁽¹⁾		~~Includes all direct sales and back office sales support associates.~~
⁽²⁾		~~Percentage of loans funded divided by total applications in the period.~~
⁽³⁾		~~Defined as gain on sale of mortgage loans (including mortgage servicing rights and net of direct origination expenses) divided by origination volume.~~



Business Services – Operating Statistics
	Three months ended January 31,				Nine months ended January 31,
	2005		2004		2005		2004

Accounting, tax and consulting:
Chargeable hours		641,009		580,746		1,852,346		1,682,073
Chargeable hours per person		332		322		935		904
Net collected rate per hour	$	134	$	126	$	129	$	122
Average margin per person	$	25,194	$	23,117	$	64,621	$	59,126



Business Services – Operating Results								(in 000s)
	Three months ended January 31,				Nine months ended January 31,
	2005		2004		2005			2004

Service revenues:
Accounting, tax and consulting	$	90,880	$	74,680	$	259,207		$	214,544
Capital markets		17,631		19,287		48,309			53,789
Payroll, benefits and retirement services		6,748		5,527		16,280			14,977
Other services		7,809		4,754		20,212			13,681

		123,068		104,248		344,008			296,991
Other		9,804		8,045		27,013			22,825

Total revenues		132,872		112,293		371,021			319,816


Cost of services:
Compensation and benefits		68,730		56,707		206,631			165,306
Occupancy		6,572		4,935		17,111			15,393
Other		8,129		8,386		31,151			24,143

		83,431		70,028		254,893			204,842
Selling, general and administrative		43,505		40,310		125,176			122,430

Total expenses		126,936		110,338		380,069			327,272

Pretax income (loss)	$	5,936	$	1,955	$	(9,048	)	$	(7,456	)


~~Business Services – Operating Results~~		~~(in 000s)~~

•	Two additional tax directors have been added to our corporate tax department. Each has significant federal, state and local tax experience and one director also has tax GAAP experience. Where necessary, we have retained outside experts to supplement our core knowledge of the complexities around mortgage securitizations. These resources, when combined with our existing resources, will enable the department to serve the technical needs of the enterprise.

•	A formal policy governing all key aspects of accounting for income taxes has been developed and adopted. Departmental procedures are being revised to conform to the provisions of the policy.

•	The corporate controller’s department and the corporate tax department are focused on communicating more effectively with an increased concentration on the financial reporting aspects of tax items.

•	The corporate tax department is now an active participant in the quarterly results review meetings with our business segment leaders. During these meetings, leaders engage in a detailed review of quarterly financial statements.

•	Detailed, entity-specific support for all components of deferred taxes is being compiled as of the last audited financial statement date, and will be updated through the most recent calendar year end.


Election of Class III Directors:
Nominee	Votes FOR		Votes WITHHELD
Donna R. Ecton		143,089,287		3,003,702
Louis W. Smith		143,702,345		2,390,644
Rayford Wilkins, Jr.		133,272,098		12,820,891

	~~3.1~~		~~Certificate of Amendment to Articles of Incorporation dated September 30, 2004.~~

	~~3.2~~		~~Restated Articles of Incorporation, as amended to the date of this Form 10-Q.~~

	~~10.1~~		~~Employment Agreement dated September 15, 2005, by and between HRB Management, Inc. and Marc West.~~

	10.2		~~Standard Form of Agreement Between Owner and Deign/Builder dated as of May 5, 2003 by and between H&R Block Tax Services, Inc. and J.E. Dunn Construction Company.~~

	~~10.3~~		~~First Amendment to Third~~Fourth Amended and Restated Refund Anticipation Loan Participation ~~Amendment,~~Agreement dated as of ~~August 20,~~December 31, 2004, ~~by and among~~between Block Financial Corporation, ~~Household Tax Masters,~~HSBC Taxpayer Financial Services Inc. and Household Tax Masters Acquisition Corporation.

	~~10.4~~
10.3		~~2004 Amendment to~~ Second Amended and Restated ~~Refund Anticipation~~ Loan ~~Operations~~Purchase and Contribution Agreement dated as of ~~August 20, 2004, by~~November 14, 2003 between Option One Loan Warehouse Corporation and among H&R Block Services, Inc., Household Tax Masters, Inc., and Beneficial Franchise Company. *
Option One Mortgage Corporation.

10.4		Amended and Restated Sales and Servicing Agreement dated November 12, 2004 among Option One Owner Trust 2003-5, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank, N.A.

10.5		~~The 1989 Stock~~Note Purchase Agreement dated November 14, 2003 between Option ~~Plan for Outside Directors, as amended~~One Owner Trust 2003-5, Option One Loan Warehouse Corporation and ~~restated as of September 8, 2004.~~Citigroup Global Markets Realty Corp.

10.6		Amendment Number One to the Note Purchase Agreement, dated November 14, 2004, among Option One Owner Trust 2003-5, Option One Loan Warehouse Corporation and Citigroup Global Markets Realty Corp.

10.7		Indenture dated as of November 1, 2003 between Option One Owner Trust 2003-5 and Wells Fargo Bank Minnesota, National Association.

10.8		Amended and Restated Sale and Servicing Agreement dated as of November 25, 2003 among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank Minnesota, National Association.

10.9		Amendment Number One to the Amended and Restated Sale and Servicing Agreement, dated as of April 30, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank Minnesota, National Association.

10.10		Amendment Number Two to the Amended and Restated Sale and Servicing Agreement, dated as of December 17, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation, Option One Mortgage Corporation and Wells Fargo Bank N.A.

10.11		Amended and Restated Note Purchase Agreement dated as of November 25, 2003 among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation and Bank of America, N.A.

10.12		Amendment Number One to the Amended and Restated Note Purchase Agreement, dated as of December 17, 2004, among Option One Owner Trust 2001-2, Option One Loan Warehouse Corporation and Bank of America, N.A.