e11vk
 

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

     
(Mark One)
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  For the fiscal year ended December 31, 2004
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  For the transition period from _________ to _________

Commission file number 1-6089

H&R Block Retirement Savings Plan
(Full title of the Plan)

H&R BLOCK, INC.

4400 Main Street
Kansas City, Missouri 64111
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
 
 

 


 

The H&R Block Retirement Savings Plan
Index

 

Page

         
    1  
 
       
Financial Statements:
       
 
       
    2  
 
       
    3  
 
       
    4 - 8  
 
       
Schedule: *
       
 
       
    9 - 10  
 
       
    11  
 
       
Exhibits
       
 
       
    12  
 
*   Prepared in accordance with the filing requirements of ERISA. Other Schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

 


 

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
the H&R Block Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the H&R Block Retirement Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i- schedule of assets (held at end of year) as of December 31, 2004 is presented for purposes of additional analysis and is not a required part of the basic financial statements. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Kansas City, Missouri
June 6, 2005

1


 

The H&R Block Retirement Savings Plan

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
 
                 
    December 31,  
    2004     2003  
Assets
               
Investments, at fair value:
               
H&R Block, Inc. common stock fund
    13,391,454       13,627,982  
Mutual funds
    381,505,908       293,114,266  
Common collective trust
    40,794,958       37,459,911  
Self-directed brokerage accounts
    8,634,357       6,721,478  
Participant loans
    10,932,760       7,242,971  
 
           
 
               
Total investments
    455,259,437       358,166,608  
 
               
Receivables:
               
Employer contributions
    4,726,486       3,854,039  
Participant contributions
    2,324,970       1,817,045  
Dividends
    233,847       984,670  
Other
    10,382        
 
           
 
               
Total receivables
    7,295,685       6,655,754  
 
               
Total assets
    462,555,122       364,822,362  
 
           
 
               
Liabilities
               
Accrued expenses
          65,179  
 
               
 
           
Net assets available for benefits
  $ 462,555,122     $ 364,757,183  
 
           

See accompanying notes to financial statements

2


 

The H&R Block Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2004
 
         
    For the Year Ended  
    December 31, 2004  
Additions:
       
Investment income:
       
Dividends and interest
  $ 8,294,605  
Net appreciation in fair value of investments
    36,860,382  
Other
    117,914  
 
     
 
    45,272,901  
 
       
Contributions:
       
Employer
    31,212,595  
Participant
    53,526,398  
 
     
 
    84,738,993  
 
       
Total additions
    130,011,894  
 
       
Deductions:
       
Distributions to participants
    31,791,469  
Administrative expenses
    422,486  
 
     
 
       
Total deductions
    32,213,955  
 
     
 
       
Net increase
    97,797,939  
 
       
Net assets available for benefits
       
Beginning of year
    364,757,183  
 
     
End of year
  $ 462,555,122  
 
     

See accompanying notes to financial statements.

3


 

The H&R Block Retirement Savings Plan

Notes to Financial Statements
December 31, 2004 and 2003
 

1.   Description of the Plan
 
    General
 
    The H&R Block Retirement Savings Plan (the “Plan”) is a defined contribution plan sponsored by HRB Management, Inc. (the “Company”) for its employees and the employees of certain of its affiliates. The Plan became effective on January 1, 1985 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    The Plan provides for selection of an administrative committee, a plan administrator and a trustee by the Board of Directors of the Company. The administrative committee is responsible for the general administration of the Plan and the interpretation of its provisions. The plan administrator is responsible for the reporting and disclosure requirements under ERISA. BNY Western Trust Company is the Plan’s trustee.
 
    The following description provides only general information. Participants should refer to the Plan document for a more complete description of the Plan.
 
    Investment Option Change
 
    Effective July 1, 2003, the Strong Funds, Strong Blue Chip 100 Fund was replaced with the American Funds, Growth Fund of America as an investment option of the Plan. Participant balances remaining in the Strong Blue Chip 100 Fund existing on July 1, 2003 were transferred into the Growth Fund of America.
 
    Eligibility
 
    The timing of an employee’s eligibility for participation in the Plan depends on whether the employee is classified as a nonseasonal employee or seasonal employee. With respect to participant contributions and employer matching contributions: (a) nonseasonal employees are automatically enrolled in the Plan beginning the first day of the month following or coinciding with the date they complete 90 “Days of Service,” as such term is defined in the Plan, and (b) seasonal employees are automatically enrolled in the Plan beginning with the first participation date (January 1 or July 1) following or coinciding with the date they complete a “Year of Service,” as such term is defined in the Plan. With respect to employer profit sharing contributions, both nonseasonal and seasonal employees are eligible to participate beginning the first day of the Plan year that immediately precedes or is coincident with the date the employee completes a “Year of Service.”
 
    Contributions
 
    Participants may make pre-tax contributions from two to fifty percent of their compensation, subject to Internal Revenue Code limitations. The Company may make discretionary matching contributions of up to one hundred percent of a participant’s contributions, not to exceed five percent of the participant’s compensation. All participant and matching contributions are invested at the participant’s direction. The Company may also elect to make discretionary profit sharing contributions, which would

4


 

The H&R Block Retirement Savings Plan
Notes to Financial Statements
December 31, 2004 and 2003

 

    be allocated among participant accounts based on the participant’s eligible compensation. For the year ended December 31, 2004, the Company contributed $31,212,595 for the matching contribution. No discretionary profit sharing contributions were made during the year ended December 31, 2004.
 
    Vesting
 
    Participant contributions, and earnings thereon, are fully vested and nonforfeitable at all times. Beginning January 1, 2002 for participants in the Investment Services line of business, and beginning July 1, 2002 for all other participants, employer matching contributions made after such applicable effective date, and earnings thereon, are fully vested and nonforfeitable at all times. All contributions made prior to 2002 are substantially vested.
 
    Forfeitures
 
    Forfeitures for the plan year are used to reduce the administrative expenses of the Plan or to reduce employer matching contributions. For the year ended December 31, 2004 the amount forfeited was $332,329. Forfeitures of $363,483 were used to pay Plan administrative expenses and reduce employer matching contributions during the year ended December 31, 2004. The forfeiture balance of $258,593 as of December 31, 2004, will be used to reduce matching contributions and pay Plan administrative expenses in the future.
 
    Earnings
 
    Earnings are allocated each day to participant accounts based upon the participant’s balance in each investment option as a percentage of the Plan’s balance in the respective investment option.
 
    Loans
 
    Participant loans must be at least $1,000 and are limited to the lesser of $50,000 less the highest outstanding loan balance in the previous 12 months or fifty percent of the participant’s vested account balance. Interest is prime plus one percent. Loans are payable over one to five years except for loans for the purchase of a residence, which may be longer.
 
    Distributions
 
    Generally, distributions may not be made to a participant, or in the case of death, a participant’s beneficiary, until administratively feasible following the earliest of the participant’s death, disability, or severance from employment. Distributions are in the form of a lump sum cash payment.
 
    Termination
 
    Although the Company has not expressed any intent to do so, it has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in the Plan and under ERISA.

5


 

The H&R Block Retirement Savings Plan
Notes to Financial Statements
December 31, 2004 and 2003

 

2.   Significant Accounting Policies
 
    Basis of Accounting
 
    The financial statements of the Plan have been prepared on the accrual basis of accounting.
 
    Investment Valuation and Income Recognition
 
    H&R Block, Inc. Common Stock is stated at fair value as determined by the market closing price on the last business day of the plan year. Mutual funds, including those in self-directed brokerage accounts, are stated at fair value as determined by quoted market prices. Participant loans are valued at cost, which approximates fair value. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date.
 
    Expenses
 
    All administrative expenses incurred by the Plan are paid by the Plan, except to the extent paid by the Company. To the extent forfeitures are not used to pay administrative expenses of the Plan, such expenses are covered using participant account balances.
 
    Payment of Benefits
 
    Distributions to participants are recorded when they have been paid.
 
    Use of Estimates
 
    The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.
 
3.   Investments
 
    The Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value as follows:
         
    For the Year Ended  
    December 31,  
    2004  
H&R Block, Inc. common stock fund
  $ (1,576,338 )
Mutual funds, Common Collective Trust, and Self-directed brokerage accounts
    38,436,720  
 
     
 
  $ 36,860,382  

6


 

The H&R Block Retirement Savings Plan
Notes to Financial Statements
December 31, 2004 and 2003

 

    The H&R Block, Inc. Common stock fund uses “unit” accounting. As a unitized stock fund, the Common stock Fund holds primarily H&R Block, Inc. common stock and a small percentage of cash and short-term investments, while participants hold units of the fund.
 
    Individual investments that represent five percent or more of the fair value of the Plan’s net assets are as follows:
                 
    December 31,  
    2004     2003  
American Funds Growth Fund
  $ 24,540,716       *  
SEI Stable Asset Fund
    40,794,958       37,459,911  
Dodge & Cox Stock Fund
    65,966,876       48,943,789  
Vanguard Institutional Index Fund
    53,774,543       45,260,287  
Vanguard Wellington Fund
    129,987,366       105,774,619  
 
*   Less than 5% of Plan’s assets in the applicable year.

4.   Income Tax Status of the Plan
 
    The Plan received its latest determination letter dated November 11, 2003 in which the Internal Revenue Service stated the Plan is in compliance with the applicable requirements of the internal revenue code. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
5.   Related Party Transactions
 
    As of December 31, 2004 and 2003, the Plan’s investment portfolio includes an investment in the Common Stock of H&R Block, Inc., a party-in-interest to the Plan.
 
    The Plan’s recordkeeper, RSM McGladrey (“RSM”), is an affiliate of the Company and was paid $370,474 in administrative fees and reimbursements during the year ended December 31, 2004.
 
    The Plan’s custodian, H&R Block Financial Advisors, Inc., is an affiliate of the Company.
 
6.   Risks and Uncertainties
 
    The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

7


 

The H&R Block Retirement Savings Plan
Notes to Financial Statements
December 31, 2004 and 2003

 

7.   Other
 
    In 2004, the Company identified possible operational defects in the administration of the Plan while conducting an internal review of the Plan. None of the operational items identified had or will have a material impact on the Plan’s financial statements. On December 21, 2004, the Company requested from the IRS a compliance letter and approval of the correction methods used to fix the operational items. The request was made under the IRS Voluntary Correction Program (VCP), which allows the Company to take corrective measures for the items identified. The Company will take such corrective measures as may be required in connection with the VCP request to maintain the Plan’s qualified tax-exempt status.

8


 

The H&R Block Retirement Savings Plan
EIN: 43-1910017, Plan Number: 002

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004
 
                     
                (e)  
                (b)                         (c)           Current  
(a)                     Identity of Issuer or Borrower   Description of Investment   Shares Held     Value  
 
*   H&R Block, Inc. Common
  H&R Block, Inc. Common Stock     258,512     $ 12,667,088  
Stock Fund
  Cash and other assets, net     724,366       724,366  
 
                 
 
                13,391,454  
 
                   
Mutual funds:
                   
AIM Family of Funds
  AIM Constellation Fund Class A     108,422       2,476,370  
AIM Family of Funds
  AIM Premier Equity Fund Class A     87,287       862,399  
AIM Family of Funds
  AIM Technology Fund Class A     32,919       845,682  
AIM Family of Funds
  AIM Weingarten Fund Class A     22,766       296,862  
Columbia Funds
  Columbia Small Cap Growth Fund     331,796       8,553,689  
Calamos Funds
  Calamos Growth Fund     344,859       18,270,649  
Dodge & Cox Funds
  Dodge & Cox Stock Fund     506,580       65,966,876  
American Funds Group
  EuroPacific Growth Fund     624,418       22,247,998  
Franklin Templeton Investments
  Franklin DynaTech Fund A     25,153       613,236  
Franklin Templeton Investments
  Franklin Small-Mid Cap Fund     45,557       1,556,216  
American Funds Group
  Growth Fund of America Class A     51,107       1,399,321  
American Funds Group
  Growth Fund of America Class R5     896,628       24,540,716  
American Funds Group
  Investment Company of America Fund     31,310       962,787  
Lord Abbett Family of Funds
  Lord Abbett Mid-Cap Value A Fund     959,054       21,703,384  
American Funds Group
  New Perspective Fund     31,068       861,216  
PIMCO Funds
  PIMCO Total Return Fund     1,667,850       17,795,965  
ICM Series Trust
  ICM Small Company Fund     171,118       6,280,032  
Vanguard Group
  Vanguard Institutional Index Fund     485,724       53,774,543  
Vanguard Group
  Vanguard Wellington Fund     4,305,643       129,987,366  
American Funds Group
  Washington Mutual Fund     73,103       2,250,113  
The Reserve Funds
  Reserve Primary Institutional Fund     260,488       260,488  
 
                 
 
                381,505,908  

See accompanying report of independent registered accounting firm.

9


 

The H&R Block Retirement Savings Plan
EIN: 43-1910017, Plan Number: 002
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004

 
                     
                (e)  
(b)   (c)           Current  
(a)          Identity of Issuer or Borrower   Description of Investment   Shares Held     Value  
 
Common Collective Trust:
                   
SEI Investments
  SEI Stable Asset Fund     40,794,958       40,794,958  
 
                   
Self-directed brokerage accounts
                8,634,357  
 
                   
*     Plan participants
  Participant Loans, Interest range: 3.7% to 10.5%             10,932,760  
 
                   
 
                 
Total investments
              $ 455,259,437  
 
                 

Column (d) omitted as cost information is not required for participant directed assets.

 
*     Indicates party-in-interest to the Plan.

See accompanying report of independent registered accounting firm.

10


 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

                   
          H&R Block Retirement Savings Plan    
 
                 
Date
  June 23, 2005     By:   /s/ Melanie K. Coleman    
 
                 
 
            Melanie K. Coleman    
 
            Corporate Controller    
 
            H&R Block, Inc.    

11