Good afternoon. My name is Kristen, and I will be your conference operator today. At this time, I would like to welcome everyone to the H&R Block Second Quarter Earnings Call. [Operator Instructions] At this time, I'd like to turn the call over to our host, Mr. Derek Drysdale, Director of Investor Relations. Please go ahead.

Thank you, Kristen. Good afternoon, everyone, and thank you for joining us today. Bill Cobb, our President and CEO; and Jeff Brown, our CFO, will review our second quarter results. Before we begin, I'd like to remind everyone that today's remarks may include forward-looking statements as defined under the Securities Exchange Act of 1934. Such statements are based on current information and management's expectations as of this date and are not guarantees of future performance. Forward-looking statements involve certain risks, uncertainties and assumptions that are difficult to predict. As a result, our actual outcomes and results could differ materially. You can learn more about these risks in the press release we issued earlier this afternoon, our Form 10-K for fiscal 2011 and our other SEC filings. H&R Block undertakes no obligation to publicly update these risk factors or forward-looking statements. With that, I will now turn the call over to Bill.

Thanks, Derek, and good afternoon, everyone. Next tax season is quickly approaching, and we believe we've developed the right strategy for continued market share growth in tax season 2012 and beyond. Today's announcement by Intuit that it now needs live chat tax advisors to grow TurboTax validates our confidence in the assisted tax business. We look forward to sharing our plans and outlook with you next Thursday at our Investor Conference in New York City. We hope all of you can make it. Now today's call will be centered on our second quarter results. Earlier, we announced a net loss from continuing operations of $0.41 per share. As we shift our focus to growing clients and market share in our core tax business, we've taken significant steps to dispose of noncore assets, such as RSM McGladrey and ExpressTax. While this has led to onetime charges in each of the past 2 quarters, we're essentially clearing the decks for long-term earnings growth and higher margins. On an adjusted non-GAAP basis, our second quarter net loss was essentially flat to last year, and Jeff will provide more details on this later in the call. In more recent developments, I am very pleased to announce that we closed on the sale of RSM yesterday. Jeff will walk you through the details of the transaction, but the key takeaway is that the final terms and conditions were consistent to those previously announced in August. I'd like to wish our friends at McGladrey the very best. For 12 years, they were our partners and worked by our sides. I'm confident that these outstanding professionals will prosper in the years ahead. Another exciting development this past quarter was our renewed partnership with Wal-Mart, the largest retailer in the country. We will operate in approximately 300 offices…

Thanks, Bill. Today, we announced a per share loss from continuing operations of $0.41 for the quarter. This compares to a per share loss of $0.36 a year ago. Our loss increased primarily due to charges in the current quarter. And adjusting for those charges, our non-GAAP net loss from continuing operations of $115 million or $0.38 per share was essentially flat to our adjusted loss a year ago. Primarily due to results from our Australian tax operations, revenues in our Tax Services segment grew 9% for the quarter to $121 million. The segment incurred an off-season pretax loss of $174 million compared to a loss of $154 million a year ago. Losses increased primarily due to a charge of approximately $9 million in connection with the decision to discontinue ExpressTax and an $8 million increase in litigation costs. Turning to discontinued operations. Reported results now reflect both Sand Canyon and RSM McGladrey. Let me start by reviewing the details of yesterday's closing on the sale of RSM. We will receive total proceeds of approximately $575 million. That includes closing cash proceeds of $487 million, a note in the principal amount of $54 million and approximately $34 million of cash, which we expect to receive by calendar year end. M&P also assumed substantially all liabilities of the RSM business, including contingent payments and lease obligations. As Bill mentioned, the final terms and conditions are consistent with those previously announced in August. Differences from the previously announced purchase price of $610 million are the result of cash of approximately $35 million transferred by RSM to H&R Block prior to closing. In addition, the sale will trigger account distributions of approximately $80 million to RSM employees who are participants in an H&R Block-sponsored deferred compensation plan. Now let me touch on second…

Thanks, Jeff. I realized that was a lot of detail. But we believe it's important to demonstrate why we're very confident in H&R Block's legal position and why we believe Sand Canyon's exposure is well managed. Now as I look at our core business, we've shed underperforming noncore assets, which negatively impacted our margins and took some of our focus away from what we do best, taxes. Today, my team and I are squarely focused on growing share, and you will see that at next week's Investor Conference. I'm optimistic that we are well positioned to build upon last year's momentum, and I'm confident that the strategy we'll share with you next week will drive sustainable long-term growth and improve shareholder returns. With that, we'll move to questions. As a reminder, we would like to limit questions today to matters pertaining to these quarterly results and save questions about long-term strategy, capital allocation and the coming tax season to next week's Investor Conference. Operator, we're now ready for questions.

[Operator Instructions] And your first question is from the line of Scott Schneeberger with Oppenheimer. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: I guess kind of broadly at a high level, Bill, the decision to do this earnings announcement a week earlier than the Investor Day, I get a sense now of everything we've heard. But could you talk about that decision and go into depth of separateness of messages you want to send?

Sure, Scott. I wanted to -- we had the close of RSM, we had Sand Canyon, we had a lot of stuff going on here. I want to focus next week on strategy and what -- we're not going to spend time on Sand Canyon next week. We're not going to spend time on RSM. You'll see -- we'll have 5 presenters. It'll be myself, Robert Turtledove, Phil Mazzini, Jason Houseworth and Jeff, and we will go through how we view the business going forward. So it's really the -- sorry to take up an extra hour of your time, but we thought it was important to get these issues laid out and move forward on where we're headed in the long term. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Okay. A couple more on this release. The decision to move $20 million as opposed to perhaps the remaining, I think there's an incremental $287 million of equity balance at Sand Canyon. Just could you give us a feel for the thought process on why not just the whole thing or why just this little amount here? Is it exactly what you think is going to be the estimable or probable losses at the time?

We're going to go ahead and let Jeff take that.

Yes, Scott. That's really what it is. We, of course, are bound by accounting rules and by GAAP. And this was a case of Sand Canyon looking at the activity that occurred this quarter, assessing losses that it believes are both probable and estimable. And as a result of its analysis this quarter, it determined that a reserve increase of $20 million was appropriate. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Okay. A clarification question. Again, just focusing on the quarter. I think there's a lot that’ll come next week. But the $80 million distribution to RSM employees, could you explain to us how that will impact financials?

Yes. So I don't have a lot of color beyond what's in the release. There were a number of RSM employees who were participants in this particular plan. The sale will trigger distribution of participant funds to those employees. It’ll really be a reduction of cash on our balance sheet and a long-term liability. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Okay. And one more if I can just sneak it in. You had increased revenue. It sounds like it's predominantly from the international business. But even x-ing out the 2 onetime items, fairly flattish on the profitability. Anything interesting you're doing in the tax segment in this particular quarter?

I don't think so. I mean, Australia had a very good tax season. We're very pleased with their results, but I don't think, Jeff, there's anything of note.

Yes. No, I think, Scott, outside of a strong season in Australia, the rest of the business is -- we're in the middle of our off-season and so really not much to report. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Okay. And sorry, one more to sneak in. RSM, the litigation -- were the litigation cost in the quarter just RSM or anything else worth noting?

Beginning this quarter, Scott, RSM is reported in discontinued operations. And so the charges that we referenced were all continuing operations charges in our tax segment. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Okay. Any color or...

We had a $9 million charge on decision to discontinue ExpressTax, and $8 million is just an increase in litigation reserves.

And that's pretax.

And those are both pretax. Scott A. Schneeberger - Oppenheimer & Co. Inc., Research Division: Pretax, okay. And any more color on the litigation reserves? Or…

No. Standard kinds of matters. Standard kind of reserve increase.

And I think -- I mean, Scott, I'd just add one more piece of color. Part of what I'm trying to do this year is go through a lot of these issues, and we've got some stuff to clean up, and that's what we're trying to do.

Your next question is from the line of Michael Millman with Millman Research.

Just several questions. But on that last [indiscernible] litigation reserves setup for TaxACT litigation. Is that to come?

Mike, we're having a little trouble hearing you. I think you asked whether part of the litigation reserve had to do with TaxACT. It actually had nothing to do with TaxACT. Those costs for the appeal were borne by TaxACT, so that wasn't part of it at all.

All right. Could you tell us [indiscernible] what your share [indiscernible] was?

Mike, this is Derek. Do you have -- if you have a headset on. We're having trouble. You’re cutting out. [Technical Difficulty]

Could you tell us what your repurchases, if any, were during November?

I don't believe, we -- actually, there were none because we're -- I think we can answer this, can't we? Because it was after the quarter and before we released. So, Mike, we weren't actually able to purchase. Once a quarter ends, we're in a blackout window. So we were not able to do anything in November.

Okay. Regarding -- you talked about Intuit and I guess a couple [indiscernible] they indicate that or they claim that most of their growth is coming from the, what they call assisted or retail. You've shown some statistics suggesting that the ratios haven't changed, but part of your argument, I understand, for the TaxACT was in fact that the market was the same for assisted and for do-it-yourself. Could you talk a little bit more about where you see the growth of online or digital coming from?

Well and you probably read the same article I did. It says right here in the article, the company, meaning Intuit, said it can no longer count on generating growth from those who file manually. So I think they believe that they have to go after the assisted business. We'll talk about this in general and very specific terms next week. But it's not a claim, it's a fact that 60% of the market for the last 10 years has been in the -- has been assisted and about 40% has been do-it-yourself. And we don't see that changing.

Okay. You talked about Wal-Mart. In the past, you've said that the Wal-Mart business was virtually profitless or your lowest profit. Why the renewed interest in Wal-Mart?

I can't speak to what was said in the past. Jeff, I don't know if there was anything that you can reference. I think what -- and I think Phil will spend some time talking about this next week. But specific to Wal-Mart, I think once the exclusivity with Jackson Hewitt when they -- Wal-Mart indicated to us that, that was not their strategy going forward, we felt it was important to renew our relationship with the country's largest retailer where it's more limited. It is a client growth opportunity, which is our #1 priority, and we're going to see how it goes over the next couple of years with Wal-Mart. So I can't comment on what was said in the past, but I'm excited about the client growth opportunity that Wal-Mart presents.

Is Wal-Mart -- it sounded like you used kiosks. So are we talking about getting more involved in maybe virtual systems of tax preparation, maybe using smartphones as well? And also, Susan Ehrlich was involved with building up Kmart's in-store financial. Is there any relationship with -- here with that?

So with regard to virtual and the like, I think what we're going to see, and I'll let Phil talk about this more next week, we're looking at a traditional -- what we do best, which is assist people with tax preparation. And as far as Susan goes, we're fortunate to have an executive of her caliber join our company, which she did last week. She'll be in New York next week, and I look forward to great things from Susan.

Your next question is from Kartik Mehta with Northcoast Research.

A question on just the putbacks. And, Jeff, I wanted to find out, was this one specific party that had the $383 million or the largest portion of that putback? Or was it a number of parties?

Kartik, for a variety of reasons, including just don't believe that it's very relevant, we generally don't disclose individual counterparties. So there were a few counterparties involved. And we provided some breakout as to what portion of the claims came from bondholders, what portion of the claims came from online insurers and the like. But I don't think we'll probably talk about any specific counterparties.

Was it -- were these counterparties -- were these new counterparties, Jeff? Or were they counterparties that had putback mortgages in the past too?

So we were -- there were a few counterparties involved. Many of them were some of the same names that we had seen before, Kartik. Not really any new counterparties to speak of.

And then, Jeff, I understand the cash part of the balance sheet when RSM has been divested. Is there anything on the liability side that's going to happen, that could be significant, that's going to impact it?

For RSM?

Yes. Well, now that RSM has been sold and divested, I understand you'll get the cash and that you have an increase in cash. But I'm wondering, is there any on the liability side that has changes much because of that?

Aside from the fact that the liabilities associated with that business come off of our balance sheet, really, no changes.

And I think the agreement we struck was a very fair one. We wanted to have a clean deal. It was one of the critical elements I think both sides wanted. So essentially as of yesterday, those liabilities have now headed the way of M&P.

And, Jeff, what's the impact to the corporate expense line now that RSM is gone? Is there much of, if any?

No, Kartik, they really run for the most part independently. There was a little bit of support provided by H&R Block but not anything material.

And then just finally, Bill. H&R Block has offered free tax advice if you buy the premium product. Now I'm wondering, can you talk about what your experience has been with users using that particular service, to get an idea of how successful you've been in advertising that and getting people to use that?

I'm going defer until next week, Kartik. I think Jason will talk about some of the marketing horsepower we have on that. So I'm going to kick that one to next week.

Our next question is from the line of Mike Turner with Compass Point. Michael Turner - Compass Point Research & Trading, LLC, Research Division: Most of my questions have all been answered. Just is there any slight change to your tax rate? I know you had forecasted around 39%. Now with RSM gone, it looks closer to 40%. Is that sort of what we think about going forward?

Mike, the little bit of an uptick you've seen in our tax rate is mostly related to company-owned life insurance not associated with RSM. And it's subject to gains and losses, really based on market movements. The gains and losses are not tax-deductible. And so in cases where we have losses, we won't get -- have the ability to record a tax benefit, which is what we've seen so far through the first 6 months and it can sometimes cause our tax rate to go up. It's difficult to say whether that's a trend that we can expect through the whole year. That can fluctuate from quarter-to-quarter. Michael Turner - Compass Point Research & Trading, LLC, Research Division: Okay. And also, just back earlier, the litigation charge, is that -- I don't know if you can say related to the wage-and-hour class-action suit, that I know in the K you kind of at least gave a ballpark estimate of what a range of the potential losses could be.

Yes, it -- actually, the $8 million litigation charge relates to a couple of different cases, and really no significant amount associated with any individual case.

And your next question is from the line of Sloan Bohlen with Goldman Sachs.

I apologize if Jeff had touched on this in his prepared remarks. But around the reserve increase on the rep and warranty at Sand Canyon, can you talk a little bit specifically about where that third-party claim activity is coming from? And then in the context of that question, can you maybe talk a little bit about how much visibility you have to that claim activity?

Sure, I'd -- Sloan, I did mention in my prepared remarks that of the total claims, $385 million of those claims came through securitization trustees on behalf of bondholders, and $84 million were from monoline insurers. And the remaining balance or about $15 million were the result of either MI rescissions or smaller claims from other counterparties.

So let me jump in here for a second, Jeff, because Kartik asked and Sloan has now asked, and obviously, we're trying to be transparent here. But let me go back to the -- what I think is potentially is the core issue. As putback claims come in, this is about loan files. This is about an individual loan. And as we've said, the way we're approaching this, the way Sand Canyon is approaching this, is their -- it doesn't matter, really, who puts it back. It's about the loan that was granted to person A at that particular time and whether or not principally Sand Canyon followed underwriting standards. So I think that the characterization whether where the putback came from is, while interesting, is really not the core issue because the way we evaluate any putback is on a loan file by loan file basis. And whether or not the disclosures that Sand Canyon made at that time were appropriately followed. And so that's principally what we're looking at and we've -- as Jeff mentioned in his remarks, we've got a fair amount of history on this. And so while characterizing where I think that's appropriate for us to do that. But again, it comes down to that $200,000 individual loan mortgage that was given out and whether or not there's a valid claim from the counterparty. Jeff, I don't know if you want to add anything to that.

No, that's a very good point, Bill. I'm glad you added it. Very good.

Okay. And I guess, I appreciate the color. The real question wasn't about how the process or the finger pointing works but just whether there was anything incremental about whether the special servicers or whomever are getting their act together, and whether you felt there was something that changed in the quarter with regard to the pace of the process.

I mean the putbacks went up, but if you look at what we reviewed in quarter, the $61 million worth of putbacks, the loss that we -- that Sand Canyon had to incur on that was $3 million. So there was -- of what was reviewed, there's nothing that has changed.

And your next question is from Vishnu Lekraj with Morningstar.

Just back on Sand Canyon, I'm sorry to harp on this point, but I want to understand exactly what we're dealing with here in terms of the number of outstanding loans. I think last year, you mentioned there was about $27 billion left in the '06, '07 vintages. Of those, there was about $9.2 billion that defaulted within the first 24 months. Are these claims from the $9.2 billion still?

The new claims, as we mentioned in the prepared remarks, were all from the 2006 and 2007 vintages. The $9 billion that you're referencing comes from those vintage years, but it's really the balance that defaulted in the first 24 months. So of the claims we received in the quarter, they were all from those vintage years. Some of it would be part of the $9 billion because it would've been loans that defaulted in the first 24 months, but some of it would've been loans that performed for a longer period of time.

So some of them were loans that were -- that defaulted maybe after -- had not defaulted, or actually defaulted after the first 24 months?

Yes, and that's not unusual. That's been consistent with the claim activity we've seen in the past. And our experience with claims that involve loans that have performed for a period longer than 24 months is that the validity rate on those claims drop sharply.

Right. So the rate on the claims that we are seeing now on these loans, are they deviating at all, up or down, from what you've seen in the past?

We wouldn't expect that to be the case, but the vast majority of these loans hadn't been reviewed yet by Sand Canyon at the end of October. And so we'll have a better understanding of validity rate once they've reviewed each of the individual loans. But our expectation is, is that validity rates in the past will continue to be validity rates in the future.

So the loans that -- the new loans that are receiving claims today, you haven't necessarily reviewed them yet, correct?

That's correct. And I think, in fact, in my prepared remarks, I mentioned that we had a little over $500 million of loans at the end of the quarter that were still pending review.

So the increase in the reserve is all -- just all encompass everything. The increase in reserves is just the increase in the number of claims you received, total dollar amount?

Yes, it's Sand Canyon's view about claim volume that caused it to record an increase in the reserve.

And making sure that the reserve is sufficient at this point in time, really up until today I think in terms of accounting rules. Right, Jeff?

And there's nothing to do with the increased in claim rate or loss rate at all?

Yes, absolutely correct.

Your next question is a follow-up from Michael Millman with Millman Research.

Do you -- is your word final on the putbacks when you deny a claim? Do they come back? Do they go to court? Are they just accepted?

Our experience, Mike, in the 3.5 years since we've exited the business is that the vast majority of claims that we reject, we don't ever hear about again. There have been instances where counterparties might reassert a claim after we've rejected it, but that's generally not the case.

Okay. So you don't expect that to change. And you now have $500 million to review the next less than 4 months. Do you need to bring in different people? Do you need to use a different process?

Go ahead, Jeff.

We don't see any issue as it relates to Sand Canyon's ability to review that claim volume within the time lines that it has to complete its review.

And we have very experienced people at Sand Canyon who handle these. The process that Sand Canyon follows is very solid, and they're able to bring on sufficient staff to go through the claims -- through the loan files, so we don't anticipate any issue.

Finally, the increase in reserve was based upon accounting rules. Stepping back, I -- would it have been prudent if not for the rules to put up some different reserve or no reserve?

Mike, we have to follow rules. We don't get to think about what you just asked.

Yes, the rules are the rules. We think the reserve is adequate at October 31 under the accounting rules we have to follow.

Okay. Are all those -- are those accounting rules the same that would be followed by all organizations?

Yes.

And Mr. Drysdale, do you have any closing remarks?

I do. Thank you, Kristen. I just want to thank you all for joining us today. We look forward to seeing you at next week's Investor Conference. And in the meantime, if you have any questions, please call us. Thank you.

Thank you, everyone.

Thank you. This does conclude today's conference call. You may now disconnect.