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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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January 31, 2008 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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þ Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
H&R BLOCK, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
On August 30, 2007, Mark Ernst, Chairman of the Board, President and Chief Executive Officer
of H&R Block, Inc. (the Company), and Bill Trubeck, Executive Vice President and Chief Financial
Officer of the Company, used the following materials during the Companys fiscal first quarter 2008
earnings conference call:
Fiscal First Quarter
2008 Earnings Conference Call
August 30, 2007
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Conference Call Participants
Bill Trubeck
Executive Vice President,
Chief Financial Officer
Mark Ernst
Chairman, President, and
Chief Executive Officer
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Forward-Looking Statements
This presentation and various comments made in connection with it include certain estimates,
projections and other forward-looking statements. The words "will," "plan," "estimate,"
"approximate," "project," "intend," "remain," "expect," "believe," and variations thereof and similar
expressions are intended to identify forward-looking statements. These statements speak only as
of the date on which they are made and are not guarantees of future performance. Actual results
may differ materially from those expressed, implied or forecast in the forward-looking statements.
Some factors that could cause actual results to differ include:
The uncertainty that the company will achieve its revenue, earnings and earnings per share expectations for the
fiscal year 2008, or subsequent fiscal years, or any quarter thereof, and that actual financial results for fiscal year
2008, or subsequent fiscal years, or any quarter thereof, will fall within the guidance provided by the company
The uncertainty of the impact and effect of changes in the non-prime mortgage market including changes in interest
rates, loan origination volumes, levels of early payment defaults, and secondary market pricing and liquidity
Uncertainties pertaining to the commercial paper market
Changes in economic, political, regulatory or competitive environments
Litigation involving H&R Block, Inc. and its affiliates
The uncertainty regarding the announced closing of the sale of the company's mortgage business
The uncertainty of the company's ability to purchase shares of its common stock pursuant to its Board of Directors'
repurchase authorization
Other risks described from time to time in H&R Block's press releases and Forms 10-K, Forms 10-Q, Forms 8-K
and other filings with the Securities and Exchange Commission
H&R Block undertakes no obligation to publicly release any revisions to forward-looking
statements to reflect events or expectations after the date of the presentation. H&R Block provides
a detailed discussion of risk factors in periodic SEC filings and you are encouraged to review
these filings.
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Mark Ernst
Chairman, President, and CEO
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Mortgage Operating Update
In discussions with Cerberus to modify sales
agreement
May and June improvements overshadowed by
impact of July and August rating agency
changes
Narrowed origination collateral
Re-priced loans substantially higher
Secondary market has little or no appetite
Ceased originations that do not fit FNMA or
Freddie Mac purchase guidelines
Expect to slow originations, $200 mm per month
Have been scaling back origination organization
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Mortgage Sale Update
Some current modification discussions are:
Minimum $2B funding 60-days prior to close and $8B
minimum warehouse line conditions either modified or
waived
HRB responsible for divesting or winding down
origination business - we would pursue immediately
Cerberus would purchase OOMC's servicing platform
Working toward advancing contract termination date
for earlier resolution
No further comment until discussions conclude
Operational changes will mitigate risk to
shareholders and preserve value of OOMC
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Early Payment Defaults Trends
3.80% 3.60% 3.40% 3.20% 3.00% 2.80% 2.60% 2.40% 2.20% 2.00%
Q206 Q306 Q406 Q107 Q207 Q307 Q407 Q108
0.025 0.0264 0.028 0.0332 0.0368 0.0356 0.0313 0.0309
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Current Loan Production
No longer offer 2/28 or 3/27 products
Shifted to 5/25 products
Moved to full doc
Only owner occupied properties
CLTV 90% or less
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Loan Exposure
Balance sheet @ 7/31 with key assumptions:
Currently Valued @
Warehouse Loans $2.1 B 0.92
Scratch and Dent
Loans Held for Sale $0.2 B 0.51
Residual Interests $0.1 B Cumulative Loss Assumption 5.13%
Discount Rate 47%
Prepayment 3.5 years
Repurchase Reserve
Liability $0.1 B $0.3 B @ 0.64
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Assumption Changes Drive Loss
Mortgage segment pretax loss - $331 mm
Residual Impairment $50 mm Increase Discount Rate From 28% to 47%
Write-down of
Beneficial Interests In Trusts $73 mm Currently Valued
at $0.92
Increase in Repurchase Reserves $136 mm Change in Severity From 26% to 38%, Increased Kick-Out Rate Assumption From
4% to 16%
Restructuring and Retention Charge $25 mm
Other $27 mm
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Mortgage Financial Overview
Q1 pretax loss - $331 mm
Lack of a secondary market
Negative 586 bps net gain on sale gross margin
$3.1 billion in executions:
44% securitizations
56% whole loan sales
Reduced carrying value of residuals
$157 mm added to reserves:
Higher severity
Increased due diligence kick-outs
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Origination Statistics
Q1 originations: $3.3 billion
1Q08 4Q07
Cost of Origination 262 bps 245 bps
Average Loan Balance $251,000 $234,000
WAC 8.64% 8.47%
2-Year Swap 5.08% 5.02%
Current WAC - about 10.45%
Additional restructuring underway - OOMC staff levels
about 2,140 associates, down from 2,650 at '07 year-end
Adequate warehouse lines in place
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Mortgage Balance Sheet
July 31, 2007
Current Assets Held for Sale $1.1
Non-current Assets Held for Sale $0.8
Total Assets $1.9
Liabilities Held for Sale $0.8
GAAP Book Value $1.1
Tangible Net Asset Value* $1.1
(billions)
*as defined in sale agreement with Cerberus
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First Quarter 2008 Results
1Q08 1Q07
Revenue Continuing Ops $381 $343
Net Income/(Loss) Continuing Ops ($110) ($118)
Net Income/(Loss) Discontinued Ops ($193) ($14)
Net Income/(Loss) ($303) ($131)
Earnings/(Loss) per Share
Continuing Ops ($0.34) ($0.36)
Earnings/(Loss) per Share
Discontinued Ops ($0.59) ($0.05)
Earnings/(Loss) per Share ($0.93) ($0.41)
(millions and per share
basis)
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Operational Highlights
Tax Services - results in-line with expected off-
season losses
Consumer Financial Services - improved
earnings from Bank and Financial Advisors
Business Services - solid top-line and bottom-
line results
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Tax Services Summary
In-line pretax loss - $172 mm
Focused on leveraging unique products for
TS08 enabled by H&R Block Bank
Expanding availability of 36% APR RAL through:
H&R Block tax offices (debit card or check)
TaxWorks and 1040Works (software for professional
preparers)
Introduced line of credit product:
Distinct competitive advantage
Leverages H&R Block Bank to build client loyalty
Margin expansion - 50 to 75 bps
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Consumer Financial Services
Revenue* - $114 mm; up 45%
Pretax earnings* - $6 mm; up $9 mm
Financial Advisors third straight quarter of
profitability
* From Continuing Operations
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H&R Block Bank
1Q08 OTS Plan
Return on Average Assets 1.34% 1.00%
Efficiency Ratio 37% 36%
NIM 2.08% 2.50%
$1.3 B mortgage loans held for investment:
Average loan size - $219,000
Average FICO - 717
Average CLTV - 78%
HRBFA deposits - $734 mm
Tax client deposits - $129 mm
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H&R Block Financial Advisors
Profitable for third straight quarter:
Includes $9 mm intangible amortization
Amortization will decline to $3 mm in 3Q then cease
Advisor productivity - up 30%
$32.5 B assets under administration - up 6%
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Business Services Overview
Revenue* - $193 mm; down 1%
Narrowed focus in capital markets - phasing out
business valuation services
Tax business - 9% revenue growth
Pretax loss* - $2 mm; improved from $7 mm loss
in Q107
* From Continuing Operations
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Bill Trubeck
EVP and Chief Financial Officer
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Corporate Operations
Pretax loss - $16 mm vs. $31 mm y/y
Lower interest and legal costs
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Discontinued Operations
Consists of OOMC, and two smaller lines of
business previously in Business Services
Loss from discontinued operations primarily due
to mortgage losses
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Balance Sheet
Jul. 31, '07 Apr. 30, '07
Cash $0.4 $0.9
Short-Term Borrowings $1.7 $1.6
Net Receivables $0.4 $0.6
(billions)
Drew $850 mm on committed working capital
lines:
$2B in total capacity
Unstable commercial paper market for A2/P2
borrowers
Substitute funding for working capital needs
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Balance Sheet, continued
$181 mm change to other working capital
Continued to fund OOMC operating needs
Issued 2 mm shares from treasury shares
325 mm shares outstanding at year-end
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Other Financial Items
Effective tax rate:
Continuing ops - 40.2%
Discontinued ops - 42.5%
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Capital Structure
HRB below OTS tangible equity requirement
Due to losses - no share repurchase until FY09
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Performance Outlook
Focus on core tax and related financial services
Aggressively manage through volatile and fluid
market conditions
Reaffirm guidance - narrowed FY08 continuing
ops EPS $1.30 - $1.45
Discontinued ops losses will impact Q208
Tax Services - building on margin expansion
Consumer Financial Services - FY08 profitability
Business Services - solid margin improvement
Continue to simplify business mix
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Annual Shareholder's Meeting
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Annual Shareholder's Meeting
Breeden Partners' campaign disruptive to H&R
Block's strategic initiatives:
Has advanced no new ideas
Actions may deprive shareholders of significant
potential of H&R Block Bank
Vote your WHITE proxy to support your board
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Fiscal First Quarter
2008 Earnings Conference Call
August 30, 2007
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Reconciliation of Non-GAAP
Financial Information
Financial Information
Financial Information
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Fiscal First Quarter
2008 Earnings Conference Call
August 30, 2007
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
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Management: |
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Mark Ernst, Chairman, President and Chief Executive Officer |
Bill Trubeck, EVP and Chief Financial Officer
Scott Dudley, AVP, Investor Relations
[Slide 1 Title]
Scott Dudley
Good morning. Thank you for joining us to discuss our fiscal first quarter 2008 results.
[Slide 2 Call Participants]
On the call today are Mark Ernst, Chairman, President and CEO and Bill Trubeck, executive
vice president and chief financial officer. They will comment on our first quarter results. We
will then open up for questions. Our call today is scheduled for one hour.
[Slide 3 Safe Harbor]
To start, let me provide our safe harbor statement.
H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
Comments made on this call may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. Such statements are based upon current
information and managements expectations regarding the company, speak only as of the date on which
they are made, are not guarantees of future performance, and involve certain risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results could
materially differ from what is expressed, implied or forecast in such forward-looking statements.
Such differences could be caused by a number of factors including, but not limited to:
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the uncertainty that the company will achieve its revenue, earnings and earnings per
share expectations for the fiscal year 2008, or subsequent fiscal years, and that actual
results for fiscal year 2008, or subsequent fiscal years, or any quarter thereof, will fall
within the guidance provided by the company; |
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the uncertainty of the impact and effect of changes in the non-prime mortgage market
including changes in interest rates, loan origination volumes, levels of early payment
defaults, and secondary market pricing and liquidity; |
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uncertainties pertaining to the commercial paper market; |
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changes in economic, political, regulatory or competitive environments; |
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litigation involving H&R Block, Inc. and its affiliates; |
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the uncertainty regarding the closing of the sale of Option One; |
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H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
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the uncertainty of the companys ability to purchase shares of its common stock pursuant
to its Board of Directors repurchase authorization; |
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and other risks described from time to time in H&R Blocks press releases and Forms
10-K, Forms 10-Q, Forms 8-K and other filings with the Securities and Exchange Commission. |
H&R Block undertakes no obligation to publicly release any revisions to forward-looking
statements to reflect events or expectations after the date of these remarks. H&R Block provides a
detailed discussion of risk factors in periodic SEC filings and you are encouraged to review these
filings.
You should note that in conjunction with todays call there is an accompanying slide
presentation which is posted to the investor relations section of our website at hrblock.com. In
addition, a copy of our prepared remarks will be posted to our website shortly after the conclusion
of this call.
[Slide 4 Mark Ernst]
With that, I will turn the call over to Mark Ernst.
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H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
Mark Ernst
Good morning. We have a lot to cover this morning and want to limit our call to one hour. So
let me get started.
I plan to cover first the status of our Option One mortgage business operations and sale.
Ill then spend a few minutes on our continuing operations results this quarter, including the
important announcements that weve made in the past week regarding our product line changes
targeted at the critical early season portion of tax filers. Bill Trubeck will cover key items
from a financial perspective and then well have time for your questions.
[Slide 5 Mortgage Operating Update]
Mortgage Operating Update
As you read in our press release this morning, we are engaged in discussions with Cerberus in
an effort to modify our agreement to sell Option One in light of the turmoil that is occurring in
the credit markets generally and the market for subprime loans specifically.
The mortgage origination market is in the midst of the most severe dislocation that it has
seen in years maybe the most severe since the 1930s. The relative improvement in the market
that we experienced in May and June (when we were originating about $1
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H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
billion per month) gave way to significant changes in July and August when rating agencies
tightened the view they have for securities backed by mortgages whether subprime or other loans.
These changes in July, along with an overall reassessment of the value of securities backed by
subprime loans and the types of collateral that are salable in todays environment, has given way
to significant changes in our origination business in response.
In July we dramatically narrowed the type of collateral we would originate and re-priced our
loans substantially higher, as the risk-adjusted value of loans in the secondary market changed.
Despite those changes, in August the entire market found little or no appetite for any loans,
despite what we can see as substantially improved collateral characteristics and indications of
substantially better early payment default performance on the loans being originated.
As a consequence, we have ceased originating any loans that do not fit the Fannie Mae or
Freddie Mac purchase guidelines. By mid-August we had stopped originating any loans that dont
have a known source of disposition in the secondary market today, thats through one of the
agencies. The consequence of that change is that we expect to slow our originations to a run rate
of about $200 million per month beginning in September.
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H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
Along with these changes, we have taken substantial action to scale back the organization that
originates and supports originations. We reduced our staff by 615 people and currently our
origination organization has approximately 400 people remaining.
[Slide 6 Mortgage Sale Update]
Mortgage Sale Update
As reflected in my prior remarks, were in an unprecedented environment for the mortgage
lending industry. As a result, we are engaged in discussions with Cerberus Capital Management in
an effort to modify the agreement we entered into in April to sell Option One to Cerberus. Certain
closing conditions of this agreement currently are not being met. Consequently, some of the key
components of the discussions currently are:
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The closing conditions requiring us to have $2 billion in loans funded within 60 days
of closing and $8 billion minimum in warehouse lines would be waived, with certain other
closing conditions being waived or modified; |
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We would be responsible for divesting or winding down Option Ones remaining
origination business, which we would pursue immediately. As a result certain shutdown
costs may be incurred; |
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Cerberus would purchase Option Ones loan servicing platform; |
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
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We are working toward advancing the December 31 contract termination date to provide
for an earlier resolution of the Option One situation. |
Other sections of the contract may also be changed or eliminated. While we hope to conclude
the negotiations, we cant of course be sure that we will be able to do so. If we are unable to
reach agreement on the modifications, our existing agreement remains in effect, and our intent
would be to proceed with our current agreement. As we trust you will appreciate, until our ongoing
discussions are concluded, one way or the other, we will not have any further comment.
Collectively, the operational changes we have made are designed to mitigate risk to H&R Block
shareholders from originating loans in todays market while preserving the value that exists in the
Option One business through the existing Cerberus transaction, or potentially, a modified one.
During the quarter we took a series of valuation actions to reflect the dramatically changed
market view of mortgage collateral.
The quality of loans currently being originated measured by our experience with early
payment defaults has recovered substantially.
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
[Slide 7 Early Payment Defaults]
As you can see on this slide, early payment default levels on new collateral have dropped
to their lowest levels in over 15 months. We have also seen increasing WAC levels even as the loan
characteristics have been directed toward less risky loan types.
[Slide 8 Current Loan Production]
We have made changes to our loan product offerings in response to the market. By early
August, we were no longer offering 2/28 and 3/27 loans and had shifted customers to 5/25 products.
Weve also essentially moved to all full documentation loans. Previously more than 20 percent of
loans had stated or limited documentation. We no longer originate loans for non-owner occupied
properties or loans above 90 percent combined loan to value.
[Slide 9 Loan Exposure]
On slide nine, you can see the exposure that we have at quarter end to loans originated
before we stopped taking loans that dont meet the Fannie Mae or Freddie Mac requirements.
At quarter end we held $2.1 billion of loans in our warehouse. We estimate that approximately
$1.1 billion of those loans will meet the guidelines for sale to FNMA. $190 million of that was
committed to be
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
sold in mid-August with a mid-September settlement. We sold $629 million in whole loan
transactions in August, including $366 million of FNMA eligible loans. The remaining $500 million
of FNMA eligible loans are in the process of being pooled for sale.
We have marked the warehouse, net of applicable repurchase liability, to an average value of
92 cents on the dollar, even though the collateral is much better than previously originated, the
WACs are higher, and the early payment default performance is better. This is a reflection of where
we believe the market would have valued these performing loans at quarter end.
At quarter end, we held approximately $240 million of loans outside the warehouse facilities
that have been deemed to have some defect either in initial performance or collateral
documentation. We are working to correct any collateral documentation issues. At quarter end, we
have recorded $115 million as an allowance for loan losses against these loans.
Residuals represent the third area of balance sheet exposure for us. We have written all
residuals from originations prior to January 2007 to zero value and residuals originated in
calendar year 2007 have a current carrying value of $90 million at quarter end. There is no market
indication of the value of these residuals directly in todays
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
environment, as the fear of anything subprime has reduced or eliminated liquidity to this
market today.
In addition to mortgage loans held for sale, we have also recorded a $113 million repurchase
liability including $68 million related to loans in the warehouse. As mentioned above, the early
payment default performance has continued to improve. However, the cure rate has dramatically
declined while loss severity has increased, resulting in a $157 million repurchase reserve, of
which approximately $62 million is related to loans originated in prior quarters.
[Slide 10 Assumption Changes Drive Loss]
We have tightened our valuation assumptions further though the underlying collateral
is performing as it was originally modeled to perform to reflect this general market
uncertainty. We have increased our discount rate from 28 percent to 47 percent reflecting the
continued uncertainty in the market. The increase in discount rate resulted in a $50 million
impairment this quarter. We wrote down our beneficial interest in trusts by $73 million reflecting
a value of 92. We also increased our repurchase reserves by $136 million specifically related to
assumption changes, including higher severity and kick-out rates.
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
[Slide 11 Mortgage Financial Overview]
Mortgage Financial Overview
Turning to financial results, the mortgage business incurred a pretax loss for the quarter of
$331 million, which is reflected in discontinued operations. Driven primarily by the secondary
market pressures I just noted, we incurred losses from our origination activities leading to a
negative 586 basis-point net gain on sale gross margin for the quarter.
We executed $3.1 billion of loan sales in the quarter, with 44 percent executed as
securitizations and 56 percent as whole loan sales. As mentioned, we also significantly reduced
the carrying value of residuals to reflect the sentiment of market participants for loan losses at
the end of July. We took additional reserves for repurchased loans reflecting further market
value reduction for scratch and dent loans.
We recorded impairments to residual interest of $50 million compared to $17 million last year.
We experienced higher loss severity and due diligence kick-outs, driving an increase in actual and
expected loan repurchase activity. As a result we recorded reserves of $157 million in the current
year, compared to $93 million in the prior year.
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H&R Block
Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
[Slide 12 Origination Statistics]
Loan origination levels for the first quarter were $3.3 billion, down substantially from
$5.8 billion in the fourth quarter, reflecting our underwriting changes and market conditions. The
cost of origination was 262 basis points, up from 245 basis points in the fourth quarter.
We have seen some positive indicators in the midst of these harsh market conditions. In the
first quarter, the average loan balance continued to increase to $251,000, up from $234,000 in the
fourth quarter. The average WAC increased 17 basis points to 8.64 percent, while the two-year swap
moved up just 6 basis points to 5.08 percent at quarter-end. We have continued to raise coupons
and were currently originating loans with an average WAC of about 10.45 percent.
During the quarter we incurred restructuring charges of $16 million and anticipate additional
restructuring costs in the second quarter, related to the previously announced closure of 12 loan
processing offices and a staff reduction of 615.
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
[Slide 13 Mortgage Balance Sheet]
Mortgage Balance Sheet
At quarter-end the balance sheet for our discontinued operations consisted of $1.9 billion of
assets consisting primarily of $432 million in mortgage loans held for sale, $556 million of
prepaids and other current assets, $95 million in the BIT, $90 million of residuals, $233 million
of MSRs, and $317 million of deferred tax assets. When considering the $791 million of liabilities,
this nets to a GAAP book value of $1.1 billion. The respective estimated tangible net asset value,
as calculated per the stock purchase agreement, equaled $1.1 billion at July 31, 2007.
Mortgage Outlook
It is our intent to retain severe limits on the types of loans that we will originate as we
work to resolve the finalization of the agreement with Cerberus. To the extent this means we only
originate agency-eligible collateral in amounts below our originally agreed levels for the
contractual closing condition, then well accept that contract risk. We will not put H&R Block
shareholder capital at risk to sustain a commercially unreasonable business.
As we have discussed earlier, the mortgage industry has continued to be extremely volatile
during the month of August. To the
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
extent that market conditions fail to improve, the company estimates that the mortgage
business may continue to incur significant pretax impairments of approximately $150 million to $200
million to existing residuals, beneficial interests in trusts and loans held for sale.
[Slide 14 1Q08 Results]
Key Highlights
Turning to continuing operations results for the first quarter, revenue was $381 million, up
11 percent from last year. The pretax loss improved about 7 percent from last year, to $110
million or a loss of $0.34 per share, slightly better than our expectations. Our net loss for the
quarter was $303 million or $0.93 per share on a fully reported basis, inclusive of discontinued
operations. The first quarter net loss a year ago was $131 million or $0.41 per share.
[Slide 15 Operational Highlights]
Tax Services results were in line with our expectations for this off-season quarter, in
which we normally report a loss. The pretax loss was higher versus the prior year due to
investments in initiatives to drive client growth and normal operating expense increases.
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
The Consumer Financial Services segment reported improved earnings, reflecting contributions
from both H&R Block Financial Advisors and H&R Block Bank.
Business Services delivered solid top line results that met our planned levels. Revenues for
RSM McGladreys accounting, tax, and consulting business continue to experience good organic
growth. Total reported revenues declined slightly from last year due to our phasing out of
valuation services. Business Services seasonal pretax loss was better year-over-year due to
improved integration of the acquired AMEX TBS business.
[Slide 16 Tax Services Summary]
The pretax loss in our tax segment of $172 million was 13 percent higher than the prior
year and in line with our expectations for this off-season quarter. The loss reflects costs
associated with investments in technology to support our digital tax and our new commercial markets
business and the off-season expenses associated with a recent acquisition of a tax operation in Las
Vegas.
As you might imagine, we are deep into planning for the upcoming season. Weve made two
announcements in the past 10 days that are significant for the coming tax season.
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Earnings Release Conference Call Script
Fiscal First Quarter 2008
August 30, 2007
Last week we announced the introduction of a new line of refund settlement products that well
make available to the independent tax market through our TaxWorks commercial software platform.
These include access to a new 36% APR refund loan and a free-bank account through H&R Block Bank
under the Anew-brand. This step, being taken in conjunction with leading refund lending banks, will
help to accelerate the transparency and greater value that this product design makes available to
clients throughout the professional tax services industry.
We also announced yesterday that, again through the capability of H&R Block Bank, we will
introduce a low-cost line of credit product to our tax clients as an extension of our highly
successful Emerald Card prepaid debit account introduced last tax season. The ability to develop
these types of industry-shaping capabilities at prices that lead the industry can only be done
because we arent relying on third parties with limited interest in the impact of product designs.
Building on last years success, we intend to seize the client retention opportunity created
by the popularity of the Emerald Card, which is already in the hands of over 2 million clients. We
look forward to sharing details of our plans as we get closer to January, but we are intently
focused on being prepared to aggressively compete at that time.
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As a result of finalizing our settlement product offerings, we now expect the pretax margin in
the Tax segment to rise 50 to 75 basis points this year, versus our previous expectation for flat
year-over-year margins.
[Slide 17 Consumer Financial Services]
Consumer Financial Services Overview
Turning to Consumer Financial Services, the segment delivered a great quarter. First quarter
revenues from continuing operations were up 45 percent over the prior year to $114 million,
reflecting the growth of H&R Block Bank in accordance with its plan and continued success at H&R
Block Financial Advisors. Consumer Financial Services delivered pretax earnings from continuing
operations of more than $6 million for the quarter, compared to a year-ago loss of $3 million.
Importantly, Financial Advisors achieved its third straight quarter of profitability after $9
million in intangible amortization.
[Slide 18 H&R Block Bank]
H&R Block Bank
For the quarter, the bank realized an annualized pretax return on average assets of 1.34
percent with an efficiency ratio of 37 percent, in
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line with our plans. The net interest margin was 2.08 percent, reflecting the continued impact
of the flat yield curve.
The bank ended the quarter with total assets of $1.3 billion, primarily consisting of mortgage
loans held for investment. These loans are of high quality and are, in fact, considered prime by
the OTS. On average the loan size is $219,000 with a 717 FICO and a combined loan-to-value of
about 78 percent. The average debt-to-income ratio for the borrowers of these loans is 34 percent
and the average WAC is 7.27 percent.
Our overall level of classified assets declined at quarter end to 1.67 percent of total
assets, down form 1.75 percent at the end of the prior quarter. Nonetheless, we are very watchful
of credit performance and took the step to increase our reserve levels to 0.37 percent during the
quarter from 0.26 percent at the end of the prior quarter.
H&R Block Financial Advisors utilized the bank to hold $734 million in FDIC-insured deposits
on behalf of certain customers. Deposits from H&R Block tax clients were $129 million at
quarter-end.
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[Slide 19 H&R Block Financial Advisors]
H&R Block Financial Advisors
H&R Block Financial Advisors continued to achieve improved results reflecting the operating
changes made in the business over the last two years. As I noted, HRBFA was profitable for the
quarter and that includes $9 million of intangible amortization. The amortization will be reduced
to $3 million in the third quarter and will then cease. This performance was supported by higher
production, including continued strong sales of closed-end funds and annuities, along with
increased margins on sweep account balances.
The improved results reflect a 30 percent increase in advisor productivity over last year,
driven by organic growth and our success in recruitment of higher level producers in the past
couple of years.
At quarter-end we had $32.5 billion in assets under administration, up 6 percent from the
prior year.
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[Slide 20 Business Services Overview]
Business Services Overview
Business Services had a strong quarter, experiencing good organic growth despite a slight
decline in reported revenues. Revenues for the quarter were down 1 percent to $193 million. This
is primarily due to reduced capital markets revenue as we have chosen to phase out business
valuation services and focus solely on capital markets transaction advisory services. In addition
to 9 percent revenue growth in its tax business, RSM McGladrey also had meaningful improvement in
off-season losses compared to the prior year.
Given the seasonal nature of the tax and accounting business, RSM McGladrey normally reports a
loss until the third and fourth quarters. The pretax loss for the segment was $2 million compared
to a loss of $7 million last year. The improvement reflects the efficiencies gained during the
integration of the Amex TBS firms.
With that, let me turn the call over to Bill Trubeck to discuss our discontinued operations
and balance sheet.
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[Slide 21 Bill Trubeck]
Bill Trubeck
Thank you, Mark. Ill start with a discussion of our corporate segment. Ill also review
results from our discontinued operations and Ill conclude with some comments related to capital,
our balance sheet, and other items related to our financial statements.
[Slide 22 Corporate Operations]
Corporate Operations
The pretax loss in corporate operations for the fiscal first quarter was $16 million, down
significantly from $31 million a year ago, primarily due to lower interest resulting from
refinancing our $500 million Senior Note to a bridge financing facility with a lower interest rate
along with reduced legal costs.
[Slide 23 Discontinued Operations]
Discontinued Operations
This quarter the results of our discontinued operations, in addition to Option One and H&R
Block Mortgage Corp., also include
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results and the related costs to sell two smaller lines of business previously reported in our
Business Services segment.
We recorded a loss from discontinued operations of $193 million net of tax, or $0.59 per
share, reflecting mainly the losses in mortgage.
[Slide 24 Balance Sheet]
Balance Sheet
Our cash position decreased to $438 million at the end of the first quarter from more than
$900 million at April 30, primarily due to our off-season working capital requirements, dividends,
and losses at OOMC. Short-term borrowings, excluding our bridge loan, at the end of the quarter
were $1.2 billion.
I want to comment on our announcement to draw $850 million on our committed back-up lines of
credit. These lines, with total capacity of $2 billion, were put in place to give us flexibility
and assure adequate liquidity for short-term needs. In recent weeks, the commercial paper market
has become increasingly constrained and unstable, especially for A2/P2 issuers like Block
Financial. As a result, we decided to substitute this more stable source of funds for our working
capital needs. These lines of credit extend through August of 2010 and are accessed today at a
rate of LIBOR plus 30.5 basis points. We are using proceeds to pay down commercial paper balances
and to meet our on-
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going working capital needs. We expect to have adequate liquidity for the upcoming tax season
and into our fiscal fourth quarter when we typically become cash flow positive.
Net receivables declined to $423 million compared to $556 million at year-end 2007 reflecting
the normal pattern of collections at our Business Services unit and related to our participation in
refund anticipation loans.
[Slide 25 Balance Sheet, continued]
Changes in goodwill and intangible balances reflect normal amortization and the
previously mentioned tax segment acquisition in Las Vegas. Lower income tax payments resulted in a
$181 million change to other working capital.
Significant changes in year-over-year cash flow uses were driven by Option Ones operating
needs, reflecting conditions in the subprime mortgage industry.
We issued 1.6 million shares from our treasury shares for option exercises, the employee stock
purchase plan, and restricted shares. We ended the quarter with 325 million shares outstanding.
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[Slide 26 Other Financial Items]
The effective tax rate from continuing operations for the first quarter was approximately
40.2 percent. The rate increased primarily due to changes in our estimated state tax rates.
Our discontinued operations reported an effective tax rate of 42.5 percent for the quarter.
[Slide 27 Capital Structure]
Capital Structure
As we expected, H&R Block continues to be below the minimum 3 percent OTS capital ratio.
Given the first quarter loss within discontinued operations and estimated losses during the second
and potentially third quarters, the company now expects that it will not be able to repurchase
shares for treasury until some time in fiscal 2009.
Mark will now share our outlook for the remainder of the fiscal year.
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Mark Ernst
[Slide 28 Performance Outlook]
Performance Outlook
The past year has seen the greatest amount of change in many years for H&R Block. We are
focusing the company around our tax, accounting and related financial services businesses where we
can create clear competitive advantage in the market.
We remain focused on managing through current volatile and fluid market conditions in mortgage
while reducing exposure to operating losses, as we work towards closing the sale of Option One.
We are narrowing our range of expected earnings from continuing operations for FY08 to $1.30
to $1.45 per share, reflecting a $0.05 per share increase in the low end of the range. This change
incorporates our finalized product design and strategy in Tax Services. Well have more to say
about Tax at our investor day in January, but we believe we are positioned for a very good season
in retail tax fueled by solid execution and industry-leading settlement products enabled by H&R
Block Bank, complemented by further gains on the digital side.
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We expect that results of our discontinued operations will continue to have a negative impact
on our earnings on a fully reported basis into the second and possibly third quarter of the fiscal
year.
We expect our Consumer Financial Services profitability to more than double in FY08 versus
FY07 as the bank continues to expand and build on its success of this past year and as Financial
Advisors further progresses against its business plan and strengthens profitability.
We look for continued strong performance in RSM McGladreys core accounting, tax, and
consulting services as our investment in brand drives new business opportunities.
[Slide 29 Annual Meeting 1]
Annual Meeting
Before going to questions, I would like to note that H&R Blocks annual shareholders meeting
will take place a week from today on September 6 at 9 a.m. central time in Kansas City.
Our Tax Services business experienced strong revenues this past year, significantly aided by
the successful debut of H&R Block Bank. We have taken other key actions in the past year including
initiating
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the sale of our mortgage operations and narrowing our focus within Business Services.
At the meeting, three of our independent directors are standing for re-election Donna R.
Ecton, Louis W. Smith and Rayford Wilkins, Jr. We urge you to vote for these highly qualified and
experienced individuals. We strongly believe that our three independent director nominees together
with our other directors are the best team to oversee managements execution of our strategic plan,
which is already underway.
[Slide 30 Annual Meeting 2]
In our view, Breeden Partners has put forth no new ideas to improve shareholder value.
In fact, many of their proposed changes are identical to actions that were initiated by the Board
and previously announced and which had began implementation before Breeden Partners acquired a
single share. We believe they are advocating a sale or disposition of the Bank depriving
shareholders of the Banks significant potential. It is no coincidence that the Tax Services
business had a very successful early season this past tax season the same year our bank became
operational.
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By continuing to execute our strategic plan, we believe that we are on track to deliver value
for all our shareholders. This is not the time for costly distractions and organizational
disruption. We encourage all shareholders to vote their white proxy, regardless of the size of
their holdings in H&R Block.
We are now ready to take questions.
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IMPORTANT ADDITIONAL INFORMATION
On July 31, 2007, H&R Block began the process of mailing its definitive proxy statement (the Proxy
Statement), together with a WHITE proxy card, in connection with H&R Blocks 2007 Annual Meeting
of Shareholders. The Proxy Statement contains important information about H&R Block and the 2007
Annual Meeting. H&R Block urges its shareholders to read the Proxy Statement carefully.
Shareholders may obtain additional free copies of the Proxy Statement and other documents filed
with the Securities Exchange Commission (SEC) by H&R Block through the website maintained by the
SEC at www.sec.gov. In addition, copies of the Proxy Statement and other documents may be obtained
free of charge by directing a request to: H&R Block, Inc., Attn: Corporate Secretary, 1 H&R Block
Way, Kansas City, MO 64105, (816) 854-3000 or from our website (www.hrblock.com). Copies of the
Proxy Statement also may be requested by contacting our proxy solicitor, Innisfree M&A
Incorporated, at 877-456-3463 toll-free.