Scott Dudley – VP, Communications and IR Richard Breeden – Chairman Russ Smyth – President and CEO Tim Gokey – Group President, Retail Tax Services Becky Shulman – CFO, SVP and Treasurer Sabrina Wiewel – President, Digital Tax Services

Andrew Fones – UBS Scott Schneeberger – Oppenheimer Fred Tomlinson [ph] – Goldman Sachs Todd Young – Morningstar Michael Millman – Millman Research

Good morning, everyone. Thank you for joining us to discuss our fiscal 2009 third quarter results. Presenting on the call today are Richard Breeden, Chairman of the Board, Russ Smyth, President and CEO, Tim Gokey, President of Retail Tax Services, and Becky Shulman, Senior Vice President and CFO. They will comment on our results and then we will open up the call to questions. Several members of our senior management team are also with us today and will be available during the Q&A session. Our call today is planned for about an hour. To start, let me provide our Safe Harbor statement. Comments made on this call may contain forward-looking statements within the meaning of Section 21-E of the Securities Exchange Act of 1934. Such statements are based upon current information and management's 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 risks described from time to time in H&R Block's press releases and Forms 10-K, 10-Q, 8-K and other filings with the SEC. H&R Block undertakes no obligation to publicly release any revisions to forward-looking statements to reflected events or expectations after the date of these remarks. H&R Block provides a detailed discussion of risks factors in periodic SEC filings and you're encouraged to review these filings. In conjunction with our call today, there is an accompanying slide presentation, which is posted to our Investor Relations section at hrblock.com. In addition this morning, we issued a press release announcing results, including interim tax season information through the end of February. These documents are also available on our website. To give as many participants as possible an opportunity to ask a question, we ask that when called upon you limit your query to one initial question and then one related follow-up question if needed.

Thank you, Scott. Good morning, everyone. It's a pleasure to participate in today's earnings call. As everyone who follows H&R Block knows, the company's annual results are driven very substantially by performance in the fiscal fourth quarter. Therefore, no matter how good the results may be during the third quarter, our performance in the fourth quarter every year is the main event, and it is make or break. We are here today almost exactly halfway through the fourth quarter and we have about 40 days of tax season to go. Unlike many of our competitors, H&R Block has an important late season where our client mix is heavily higher income or expertise clients. Thus, we are working intensively to generate a strong finish for this tax season. At this stage, we remain generally on track to our financial program and to our performance expectations for the full year, although achieving even the bottom end of our earnings guidance is not risk free. Not everything has gone as we would have wished, although candidly, some things including cost savings have gone much better than we anticipated. Overall, we have recorded financial growth while also significantly improving what we believe to be the quality of our client mix and our position in the online battleground, as Russ will discuss at greater length. Both of those trends as they continue to prove out, will auger well for future financial performance. However, this is certainly not a time we can afford to rest or relax the intensity of our efforts. At no time since the formation of H&R Block in 1955 has there been even a remotely close parallel to what our country is going through today. Our historic data has never been proven in times like these. Therefore, we remain alert and weary, regarding the ability of further economic decline to damage our performance. Indeed, an increase or decrease of only 60,000 tax returns will change annual EPS by $0.01 per share. Since we can do several hundred thousand returns in a single day during busy times, literally the last few days of tax season can change annual EPS by a few cents either direction. Interestingly, in the last two days of the tax season in 2008, we completed 837,000 returns and our return total was up 282,000 returns over the previous year in only two days, thus illustrating the importance of maintaining our intensity right down to the last hour of the last day of tax season. That is why among other things, we are increasing marketing targeted to late season filers, as well as referral and other programs geared directly to those clients. Since we can only control what we can control, we are focused intensively on winning the second half of the tax season as we believe we won the first half. As our earnings release indicates, we've had an extremely strong quarterly by almost my measure. Russ, Tim and Becky will go over the results and our analysis of market trends in detail in the balance of this call. Before I turn things over to them though, I would like to mention two factors that are important to the long-term sustainability of the gains we have recorded. First is the enormous improvement in H&R Block's financial strength, which the company has worked very hard to achieve. The general economic trauma and the weakness in the housing market forced us to take almost $50 million in charges to build additional loan loss reserves this year. Nonetheless, H&R Block has been able to increase our net worth for the year ended January 31, 2009, by more than 80% to $840 million. Part of that was achieved through a successful equity offering, but the larger part was achieved through retained earnings. Perhaps even more importantly for the year ended January 31, 2009, we have paid down total debt by more than $2.5 billion or roughly 60% of the total debt previously outstanding. As of January 31 of this year, short-term borrowings associated with client financial products, such as Rouse [ph], will reduce by just over $1.02 billion compared with one year previously. Borrowings under our CLOC were reduced by $828 million from $1.8 billion to just under $1 billion. We completely paid off our off balance sheet servicing advance facility of $700 million. This is an important transformation of the financial condition of the company. Among other things, it gives us much greater financial resiliency in these difficult times, as well as more resources to devote to building our core businesses. While we do not know when the country's housing market will finally find bottom, for example, and we don't any reason to expect sharp new declines, we do know we have vastly greater strength to absorb whatever comes our way. We believe that our ability to build net worth during these national economic conditions, underlines the power in our ability to generate free cash flow. As we look down the road, maintaining financial strength should greatly benefit our shareholders. The second factor I want to mention relates to the changing tax environment. Last year, we experienced a favorable increase in total clients and revenues as a result of the economic stimulus act enacted during the Bush administration, even though we provided services to ESA or low AGI filers at steeply discounted rates. This year, the Obama administration has already won an enactment of a far reaching economic recovery act, containing important tax changes that will apply to most H&R Block clients. President Obama's outline of changes that will be proposed to the federal budget also includes many far reaching changes in current tax laws. The making work pay tax credit for example, applies to most current workers and about 82% of H&R Block clients. While it is delivered initially through changes in payroll withholding, there is a refundable feature to the make work pay credit that will involve income tax return filings. In addition, many current or former workers will need to reconcile their aggregate benefits that they received through payroll tax reductions on a later tax return. Other eligible individuals who are not on employer payroll system, such as workers whose might receive Form 1099 will also have to file tax refund claims to access MWPC funds. The economic stimulus package contains many other important tax provisions designed to deliver benefits to different groups of people. There are expanded credits for EITC and additional child tax credits. There are increased higher education benefits through several different credit and deductions. There are sales tax deductions incentives for new car purchases and a new first time home buyer credit that may reach as many as 2 million filers. New tax exclusions apply to unemployment compensation and COBRA subsidies. The proposed budget changes will go even further and change significantly the current tax planning of many Americans. In addition to changes in the deductibility of mortgage interest, charitable deductions and certain other benefits for higher income filers, President Obama's budget would make the retirement savers credit refundable and expand its eligibility to $65,000 in adjusted gross income. Higher education alone will see important changes in at least three different programs, benefiting taxpayers again with refundability, features, which are very important to H&R Block's clients. Energy efficiency credits, changes in healthcare financing, and cap and trade carbon programs may all affect both individual and small business clients of H&R Block and RSM McGladrey. As might be expected with such a significant change in the direction of economic, social and tax policy at the national level, there are going to be many new tax incentives or benefits, as well as many changes to reduce or eliminate current tax benefits or perceived loopholes. The new programs have already increased the complexity of next year's filings for many Americans. Depending on final legislation affecting income taxes, AMC and estate taxes at the federal level and parallel state actions, tens of millions of existing and future clients will need help in getting it right, both to satisfy obligations and also to make sure that taxpayers are not leaving money on the table. We expect to hear the phrase, I've got people, even more often next year. More importantly, millions of our existing and perspective clients will need to consider revisions to their preexisting tax filings to make sure they take advantage – have taken advantage of all the opportunities that were provided to them. All of these changes increased the importance for millions of individuals and small businesses, and having access to expert tax advice, whether in assisted tax preparation or through online advice and assistance. Since we have almost 120,000 of the most highly trained tax professionals in the country, we believe that their skills will be of even stronger relevance to clients over the next few years. We will all have changes to make as we learn about all the new tax changes, both good and bad.

Thanks, Richard. Before we get into our quarterly information, I just want to take a moment to thank H&R Block associates and franchisees throughout the organization, including the more than 120,000 tax professionals that Richard just mentioned. I made it a priority to visit with many of you in the field over the past few months and have had the chance to see firsthand your passion and commitment to serving our clients. You have been and always will be the key to our success. I now know what first peak feels like and understand the hard works that goes into planning and executing it. I just want to say thanks to all of you for your hard efforts throughout the season to-date. So on to our agenda for this morning's call. I will provide a quick summary of our overall performance as well as some details on our RSM McGladrey, a quick general overview of our tax services segment and then some specifics regarding our digital tax business. Tim will follow with a more detailed analysis and commentary on retail tax. Becky will then provide us an update on our financial position, the bank and corporate G&A, then I'll do a quick conclusion and we will open it up for Q&A. As reported this morning, H&R Block achieved significantly improved third quarter results, and we remain on track to deliver very strong earnings growth in our core businesses for fiscal 2009. We made solid improvements in both our operating effectiveness and efficiencies so far this year. And while it's still early days in our plans to significantly move the needle on client satisfaction, client retention and market share growth, I'm encouraged by our early progress. Overall, third quarter net income from continuing operations increased to $0.20 per share, up from $0.02 per share just a year ago. Business results were significantly stronger in both tax services and at RSM McGladrey, and our ongoing cost reduction efforts continue to contribute significantly to improved results. On the down side, these improvements were partially offset by additional loan loss reserve at the bank. While third quarter and year-to-date results remain strong, as Richard noted, it’s important to remind everyone that quarter four performance ultimately determines our annual results as it represents substantially all of our revenues and net income for the year. Turning to RSM McGladrey, pretax income for fiscal third quarter improved by about $4 million or 62% over the prior year. Our core accounting, tax and consulting revenues increased by more than $4 million or 3%. This gain, which was primarily driven by an improvement in realized billing rates, was offset by declines in other revenues including the capital markets group, which closed fewer transactions so far this year. In the fourth quarter, RSM will continue to drive improvement in collected rates and billable hours per employee, as well as carefully managing operating expenses. And they made great progress on this year-to-date with operating costs down more than 5% over the prior year. While we focused on a strong close to this year, the RSM team is also doing important ground work for future growth by focusing on business segments less impacted by the economic downturn. These high growth areas include sectors such as federal government work, risk management, IT consulting, specialty tax services and upper segment tax compliance; all areas where RSM personnel have both depth and technical expertise. In addition to growing the top line, we believe there are further opportunities to eliminate non-value added costs. Having a low cost operating model also provides the additional ability to provide a rate structure that results in both a significant value for our clients and a competitive advantage for us in the middle market. In the tax services segment, we turned in another very strong quarter with revenues up 15% year-over-year, reflecting an increase of 1.6% in tax returns prepared in US retail offices and an increase of 11% in our net average charge. The Southwest franchise acquisition acquired last November drove about 4 percentage points of that revenue growth. The total number of returns prepared in the third quarter increased by 3% over the prior year, driven by the 1.6% in retail and an almost 7% increase in digital. The segment reported pretax income of $130 million for the quarter, up significantly from just $46 million a year ago, reflecting the increase in revenues and our cost reduction efforts. The early tax season has a number of calendar anomalies, including a one-week delay in timing of e-file start date in 2009 compared to 2008; two additional peak days moving from February last year to January this year, and the additional day in February 2008 for the leap year. For these reasons, we believe that the best measure of performance is the tax season to-date results through February 28th, excluding ESA clients served in 2008. And for that period, our tax preparation revenues are up 6.5% and total returns are down 1.8% compared to the prior year. Our retail net average charge increased 8.5% year-on-year. Beyond calendar anomalies, we believe there is a modest delay in the timing of fillings this year, probably due to delayed 1099s. More importantly though industry-wide, we are seeing a stronger shift to DIY in the early season than we have in prior years though we do believe the shift will moderate as the season progress. We believe this is driven by the proliferation of free online offers and by increased price sensitivity of clients due to current economic conditions. With about six weeks of the tax season remaining, there is clearly a great deal of tax filing that's yet to occur. We have work to do in going after the market opportunity, but we are encouraged by our growth in revenue and profits to date, and the fact that we have been able to grow our late season in each of the past three years. We believe that the expertise needs of second-half clients favor H&R Block versus our closest competitors. We will continue to focus on delivering exceptional client service, promoting the expertise of our tax professionals and communicating a great value proposition, because regardless of the external environment, we realize we have to increase our focus to take market share profitability and continue to deliver strong shareholder returns. Focusing on digital, I mentioned previously that we are seeing a somewhat faster industry shift of tax preparation methods from assisted to digital. We believe that the shift to digital is being caused by the expansion of free offerings and the weak economy, which has increased the interest of consumers to lower cost options for tax preparation. Looking at our digital tax operations, our total digital clients in the third quarter were up almost 7%. Along with that client growth, we've also seen double-digit growth rates in total e-files, driven partially by the free federal software e-files that H&R Block introduced into the market this year. No within the digital tax arena, we believe the online space is the key battleground for the future. In this segment for the third quarter, our online clients are up significantly with our new free online product driving the growth. Through January 31, our online clients increased by nearly 250,000 or over 60%. While we expected this to be somewhat of a learning year for our new free on line product, we are very excited to see that it's performing better than anticipated and is proving free does in fact work. It has driven incremental clients, incremental revenues and incremental earnings. Despite an increase in the mix of free federal online clients, our average revenue per online unit in the third quarter increased 8.5% over the prior year. And also, we are not experiencing any material cannibalization of our prior year paid digital customers. The growth in total digital returns for the quarter is, despite a decline in returns filed through the free file alliance. Overall the FFA channel is down more than 30%, given the increase in additional free online offers in the marketplace. So this is not something that is unique to us. The good news is we have successfully migrated many of our prior FFA clients to our free H&R Block online product, which has on a net basis driven increased earnings. While it's not as profitable as our other online channels, we continue to see FFA as a valuable feeder channel over the long-term overall for our online business. In the third quarter, the declining software trends from last year continued both for H&R Block and the industry as whole. Our software units at retail are down 2%. The decline in software being witnessed across the industry is really driven by lower consumer traffic into retail stores, as well as a reduction in the number of overall retail locations that are still open. These same trends for transfer online and software continued in February. We saw a 2.2% increase in returns during the month which brought our total digital tax season to-date return growth to 4%. Consistent with the MPD reported results, we are seeing a share gain in retail software, as well as in H&R Block online. We are in fact seeing some share loss in FFA online. However, this is due again to our success in migrating customers to our free online product where we have been able to generate more revenue and profit. As I wrap up the digital discussion, many of you may be asking, is our digital business cannibalizing any of our retail clients. The answer is, not more than its fair share. Let me explain. Our preference is and always will be to serve a client in the assisted retail channel, as it is the most profitable for H&R Block. However, as client preferences and circumstances change, we want to be able to serve clients using any preparation method they choose. We believe capturing more than our fair share of H&R Block clients who would otherwise choose the do-it-yourself alternative anyway is a significant future opportunity for us, particularly as we better integrate our digital and retail channels to provide clients more flexible ways to get their taxes done and done right.

Thank you, Russ. In the first half of the season, we have seen strong revenue and profit growth, which puts us on track to deliver very strong year-on-year results. We have grown our highest AGI client segments, which is one of our key strategic objectives. At the same time, we have seen a fall off in our lowest AGI, the most economically sensitive filers, making our overall client growth negative. To give more detail on our retail performance, I will briefly cover our revenue profit growth, client growth, net average charge, and late season plans. Tax services third quarter revenue increased $100 million or 15%. Third quarter profit increased $85 million or 184%, primarily driven by earnings growth in our retail business. Growth in retail returns and net average charge drove $59 million of the increase. Product profitability $12 million, cost decreases $12 million, and the Southwest franchise acquisition, $11 million also contributed. These are offset by increases in marketing of $15 million. All other accounted for $6 million. Some of this earnings increase represents a shift from Q4 into Q3 as result of two extra days and peaks in January relative to last year. We've also seen a notable mix shift from RAL to RAC. This shift is industry-wide and we believe is due in significant part to the impact of the rebate recovery credit against which RAL lending banks did not lend. We recognize the income from RACs sooner than RALs. Therefore, we believe that about $10 million of the product profit we saw in third quarter was a shift from Q4. Netting out these shifts, we expect to exceed our target of increasing margins by 200 basis points for the fiscal year and to deliver very strong profit growth for the full year. Our retail returns through the end of February declined 3.9%, excluding economic stimulus act returns and leap year in 2008. We see three main drivers of the decline in returns. As we’ve seen industry-wide, the season continues to shift somewhat later. And for us, that's affecting both new and prior clients. We are seeing fewer low AGI clients, in part because more people are choosing not to file. And as Russ mentioned, we are seeing some shift to the DIY. I will briefly touch on each of these. First, we are seeing the tax season continue its trend towards moving later. For our own performance, we saw a slow January driven in significant part by e-filings starting a week later this year. February was stronger even than last year, when AMC-related forms became available in this timeframe. More recently, we're seeing a bit of a slow down, driven in part by delays in issuing 1099s for more complex clients. Based on what we believe is a trend in overall industry filings and a number of our own 1099 filers who planned to returns but have not yet done so, there is clearly a lot of the season left for which to plan. Notably, we're performing well among higher AGI clients. Our clients with AGIs above $50,000 are growing. And clients with AGIs greater than $90,000 are, as they were last year, our fastest growing client segment. These shifts benefit us in terms of average complexity, revenue per client and ultimately profitability. At the same time, we are also seeing fewer low AGI clients. Slower new client growth accounts for over half of our shortfall. And of that, over 75% of the year-on-year change is among filers with AGIs less than $20,000. Our mid-season market research suggests a significantly higher proportion of these lower AGI clients do not plan to file this year. Undoubtedly, some are also seeking other lower cost alternatives. One of these alternatives is doing it yourself and we are seeing some degree of migration to DIY solutions. As Russ mentioned, we believe that the combination of the proliferation of free digital offers and consumers looking for lower priced options in a tight economy is driving increased migration. This migration accounts for 40% of our retail losses to-date. The share shift to DIY at this point is higher than we've seen historically. We estimate it at approximately 1.9 points. However, we do expect the shift to narrow somewhat as the year progresses and we're monitoring it carefully. In summary, revenue part of growth is strong and we're performing better with higher AGI clients. This is helping with overall revenue and profit and will help us in the late season. These positives are offset by losses to DIY, other EROs and non-filing, especially among lower AGI client segments. Finally, I want to mention one footnote before moving to net average charge. In the client schedules released with our earnings, it appears that our company operations are significantly outperforming franchise operations. That's because the prior years have not been restated to account for the Southwest franchise acquisition. On an apples-to-apples basis, franchise operations outperformed the company in terms of return growth by 2 to 3 points through February 28th. Through February 28th, our net average charges increased 8.5% of which only 2.6% has come through list price increases. The remainder was driven by a richer client mix, significant additional complexity and reduced discounting. We view each of these factors as positive for the long-term health of our business. First, our client base mix has been more complex than we originally planned. Our performance has been consistently stronger among higher AGI and more complex filing groups. Second, we have seen increased complexity within each filing group due to additional forms. For example, we are seeing significantly higher child tax credit and additional child tax credits. We are also seeing over 25% of our clients received a rebate recovery credit from last year's economic stimulus package. As a result, clients are receiving hundreds of dollars in additional refunds. These mix and complexity changes have added an additional 3.7% to our average charge. We've also made very significant progress in reducing unnecessary discounts that have historically have not driven client growth. As a result of these factors, our list price increase on an apples-to-apples basis has been only 2.6%. In these uncertain times, we know that outstanding value is more important than ever, and we are committed to delivering the best value tax preparation, bar none. As we look to the late season, we are moving aggressively to grow our client base. Our late season plan has three parts; more aggressive national marketing focused on late season clients, aggressive local marketing and higher opportunity creation at the tax desk. We're substantially increasing our investments in late season marketing this year, and are targeting our messages to focus on late season clients with a compelling value message to highlight the expertise of our tax professionals and to reinforce the importance of having people in these challenging times. This approach will get strong air cover through our local efforts. We are also conducting aggressive local marketing. We have learned the effectiveness the last two years of speaking to communities and reaching out to neighboring businesses in our local markets. This year, we have a powerful tool with our Second Look product, which is performing very well. The news that Block finds errors on four out of five returns prepared by others gives us a great opportunity to have a powerful conversation about Block's expertise, whether the prospect still has to file their taxes or not. Finally, we're stepping up our emphasis on referrals and Second Look in our offices as important tools to multiply the value of each new client. We increased our referrals by over 30% last year, and are building on that progress this late season. Offering to take a second look at new client's prior year returns, gives us the opportunity to turn each new client that comes into our office into fee opportunities, to turn the prior year return into a referral. We believe these efforts will be assisted by the later season timing I referred to earlier and by a better mix of higher AGI filers among whom we are performing better in the late season. Our late season growth has accelerated in each of the last three years and we're determined to repeat that performance again this year.

Thank you, Tim. I will be discussing the balance sheet and other related items, our corporate segment, H&R Block Bank, and our discontinued operations. We have previously talked about our efforts to strengthen our financial position and reduce risk. We have made enormous progress over the last year. Our financial condition has improved substantially by any measure. Debt is way down, equity is up, cash flow is up, and by year end it will be even stronger. Given our seasonality, the best comparative analysis for our balance sheet is a Q3 to Q3 comparison. Our year-to-date operating cash flow improved by more than $900 million versus last year. Driven by better operating performance, timing of RAL participation repayments and the sale of our servicing platforms, we have significantly lowered debt levels compared to a year ago. As of January 31, 2009, consolidated debt decreased $2.5 billion versus the prior year. At quarter end, we had $971 million outstanding under our unsecured committed lines of credit, down from $1.8 billion a year ago. The HSBC RAL participation secured line of credit was $690 million at the end of the third quarter. This was significantly lower than last year, mainly driven by calendar timing. The HSBC line of credit for financing RAL participation interest been entirely repaid subsequent to the end of the third quarter. Our unsecured committed lines of credit are expected to be repaid in full by April 30. We ended the third quarter with equity of $840 million, which is $190 million above our $650 million net worth covenant. The weighted average fully diluted shares outstanding increased to 338.7 million at the end of the third quarter, primarily as a result of our $141 million equity issuance last October. FY09 capital expenditures should be about $105 million, in line with last year. Our effective tax rate for continuing operations for the third quarter was 34%. This was due to one-time benefits and timing, so we continue to expect an annual effective tax rate for the full year of approximately 40%. Turning to our corporate segment, for the third quarter, expenses of $36 million were substantially lower than last year's $64 million. The improved results are primarily due to $20 million of one-time severance expense reported in the prior year and our continued cost reduction efforts. Total expenses in the core businesses continue to show meaningful reductions. With respect to our cost reduction efforts, we remain fully on track to meet or exceed our previously announced FY09 expense reductions of $150 million, prior to reinvestment and client-facing initiatives such as marketing. Through the third quarter, enterprise-wide expenses in continuing operations were flat to the prior year. At January's investor conference, we projected year-over-year expense growth of 0.9% in continuing operations, excluding the impact of the Southwest franchise acquisition and loan loss reserves. For the full year, we now expect comparable total expenses to decline more than 1% versus the prior year. This reduced expense trajectory is a radical change from our historical annual expense growth of nearly 15% from fiscal 2005 through fiscal 2008. Looking ahead, driving a cost conscious culture will continue to be a priority as we work to become the best value provider. During the third quarter, we initiated an enterprise-wide review of our procurement and real estate programs in an effort to eliminate redundant and unnecessary expenses and to reduce our overall occupancy cost. To date, we have identified $15 million of savings for fiscal year 2010 at RSM McGladrey, and an additional $20 million of enterprise-wide savings and sourcing procurement over the next three years. With respect to real estate, we are targeting a reduction of $25 million to $35 million in rent expense on existing locations over the next three years. Of the more than 1,000 locations we plan to renew at the end of this fiscal year, to-date we have negotiated 40% of those leases and have realized an average annualized decrease of more than 13%. Again these efforts will not impact fiscal year 2009, but they do position us for a more successful fiscal year 2010 and beyond. Turning to H&R Block Bank, we recorded a pretax loss of $3 million in the third quarter versus pretax income of $12 million in the same period a year ago. This decrease is primarily due to a $13.5 million increase in provisions for mortgage loan losses. As we have discussed before, the bank's primary purpose is to support the growth initiatives of our tax business through the Emerald suite of products. Additionally, we anticipate the bank will issue simple paid product to approximately 350,000 H&R Block digital customers this fiscal year. The Emerald suite of products continues to be very popular. We ended the quarter with just over $900 million in Emerald card deposits and approximately $690 million of Emerald advances. That drove total assets of the bank to $2.6 billion at the end of the third quarter, up $200 million versus the prior year. At the end of February, Emerald advance balances have paid down $630 million to approximately $60 million. Due to the short-term nature of the Emerald product, we expect the asset base of the bank to be substantially lower during the fourth quarter. The housing market has continued to deteriorate, resulting in a $13.9 million increase in loan loss reserves at the bank over October 31, 2008. We increased the severity on new delinquencies to 40% for the third quarter, compared to 37.5% for the prior quarter. This includes the stress factor over our actual severity experience to-date of approximately 29%. Reserves are set each month by reviewing our delinquency and severity assumptions, based on actual portfolio experience, market data and expected trends. We continue to work towards minimizing losses and managing the risks associated with the bank's mortgage loan portfolio. Through a streamlined refinance and modification programs, the bank continues to aggressively pursue loss mitigation efforts. As we discussed at January's investor conference, we think about the loan portfolio as being two separate pools when we set reserves within the bank. The first pool consists of loans that were purchased from San Canyon as the originator, and the second pool consists of loans purchased from other retail originators. The pools have varying characteristics and have very different performance. The retail originated loans continue to perform very well with 60-plus days delinquencies of 2.4% at quarter end, compared to 27.2% for the Sand Canyon loans. We continue to help families through our active loan modification program which to-date has totaled $140 million or 23% of the Sand Canyon portfolio. While it is still too early to gauge the ultimate performance, it is important to note that $80 million of these loans were current at the time they were modified and we expect a lower default rate on these loans than the loans that were delinquent at the time of modification. When taken in total, the modified loans, delinquent loans and loans we estimate will go delinquent cover nearly 60% of the entire Sand Canyon portfolio. We will continue to do everything we can to address the deterioration of the portfolio as it winds down, and make any adjustments as needed to react to changing market conditions. So for discontinued operations, our net loss of $19.5 million during the quarter was substantially better than the $54.4 million loss in the prior year. The third quarter discontinued operations results include the reclassification of H&R Block's financial advisors and the continued wind-down of our former mortgage operations. Payments related to loan repurchase obligations were relatively benign and we made just $16 million of loan repurchases and indemnification payments during the third quarter. Repurchase activity did not give rise to recording additional repurchase reserves and we ended the quarter with $213 million in reserves which we believe is adequate.

Thanks, Becky. I'm sure you can tell we are pleased with our results to-date. Retail tax has been strong in both revenues and profits through the end of the third quarter. And while we would like our client growth to be better, we feel very good about the growth in our higher AGI client segments. With this group, we have the ability to truly demonstrate our tax expertise capabilities. These client segments also generate higher tax preparation fees and profits. Now if you went to our investor conference in January, you heard us talk that we noticed the trend last year when clients with AGIs greater than 90,000 were our fastest growing client segment in tax season 2008. The great news is that trend has continued in the first half of the year, and we intend to continue to build on it in the second half of tax season '09 and then beyond. In digital tax, we're extremely pleased with our progress to-date. So far, we've been able to grow both market share and profitability. That's an important point because historically this business has only been able to be grow one or the other, but not both. Our first full year in free online is proving to be profitable and our growth in share in this critically important category is encouraging. Given the industry-wide declines in the retail software and FFA categories, winning in the online space is critically important. And we believe as we better integrate our retail and digital capabilities, we will be able to attract even more clients and generate even more profits in the future. And while we like our progresses here, we actually believe we haven't even scratched the surface yet in terms of our future opportunities. RSM McGladrey is headed towards another year of double-digit profit growth. Their continued focus on our core business lines of tax and consulting with our middle market clients is helping to grow top line revenues, while enhanced cost discipline is going to continue to accelerate growth in overall profit levels. And company-wide, our cost control discipline had provided a strong tailwind. The good news is we continue to believe there is plenty of runway left. We're just beginning to tap into sourcing opportunities in rent reductions, both of which will enable us to provide an even better value to our clients during these tough economic times. As Richard and Becky mentioned, we have a very strong financial position, which in this current business environment is very unique. It gives us the flexibility to make the right decisions about how to invest and to grow our business, as well as continuing to provide returns of shareholder capital. Despite all the positives year-to-date, we do recognize we still have a lot of work to do. First and foremost is closing this season strong, just as we have been able to do the last three years and we're executing on those plans as we speak. And then the ongoing challenge is to build on and accelerate momentum for 2010 and beyond. So now we are ready for your questions.

Andrew Fones – UBS:

Andrew Fones – UBS:

Andrew Fones – UBS:

Andrew Fones – UBS:

Andrew Fones – UBS:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer: Great, thanks. And could you speak a little of the shift of RAL to RAC? Obviously a bit of a benefit in the third quarter. How much of a headwind might that present in the fourth quarter though I assume RALs are down year-over-year? That’s part of the question.

Scott Schneeberger – Oppenheimer:

Fred Tomlinson – Goldman Sachs: Hi, there. This is Fred Tomlinson from Goldman Sachs. I was just wondering if you could provide us with a little more color on the profitability of your digital filing business, and I guess specifically I'm interested in any detail you can provide on the average revenues that are generated by your free filings product.

Fred Tomlinson – Goldman Sachs:

Fred Tomlinson – Goldman Sachs:

Todd Young – Morningstar:

Todd Young – Morningstar:

Todd Young – Morningstar:

Todd Young – Morningstar:

Let's see. You wouldn't look at that – the reason that’s minus is because there is a transfer from company to franchise. Todd Young – Morningstar: Okay.

Todd Young – Morningstar:

Todd Young – Morningstar:

Well, again company – our number of overall locations was, for all intents and purposes, flat this year. So you can do the math on that, but our company would be down a little bit more than 3.9% and our franchise would be down a little less than 3.9% year-to-date. Todd Young – Morningstar:

It may have been Michael Millman.

Yes, Michael.

Hi, Mike. Michael Millman – Millman Research:

Hi, Michael, it's Russ. I will take the first piece and then ask Tim to follow up on the retail segment of it. As you heard us talk in the past and at the January investor conference, historically, the growth in digital has come at the expense of other do-it-yourself alternatives like pencil and paper. And there has not been any cannibalization of any significant amounts to assisted prep when we looked at 2000 through 2008. This is the first year that we are seeing any significant movement in that. So we really believe it's due to current economic situations, and every retail consumer is significantly more price sensitive today than they have ever been before. So we believe it's driven by price sensitivity and the current situation.

Michael, this is Tim. On the retail side, we have seen some overall share loss although interestingly our research suggests that fewer people are choosing other assisted providers than they have in the past that are leaving us. When you look at the causes for it, clearly we're seeing a fall off in the lowest AGI client segments. A big part of that is due to non-filing. We probably have some more of those clients than the assisted industry as a whole. Michael Millman – Millman Research:

Michael Millman – Millman Research:

Andrew Fones – UBS:

Andrew Fones – UBS:

Andrew, we don't have that overall. We can follow up with you afterwards because it will be broken down by different segments of tax and consulting. So I can have Scott and Derek follow up with you afterwards and give you that data. Andrew Fones – UBS:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Scott Schneeberger – Oppenheimer:

Michael Millman – Millman Research:

Yes. Michael, I will give you my high level metrics of how we are going to measure execution, and then Tim can talk about some of the detailed operational metrics behind that. But if we do a good job of executing ultimately, then what we will see is significant improvements in client satisfaction, significant improvements in client retention, which I think, will help us grow our clients and help us grow our market share.

Michael Millman – Millman Research:

Michael Millman – Millman Research:

Michael Millman – Millman Research:

Michael Millman – Millman Research: Okay, thank you, Tim. Thank you.

This does concludes today's teleconference. You may now disconnect.