Condensed Consolidating Financial Statements | NOTE 15: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Block Financial is a 100% owned subsidiary of the Company. Block Financial is the Issuer and the Company is the full and unconditional Guarantor of the Senior Notes, our 2015 CLOC and other indebtedness issued from time to time. These condensed consolidating financial statements have been prepared using the equity method of accounting. Earnings of subsidiaries are, therefore, reflected in the Company's investment in subsidiaries account. The elimination entries eliminate investments in subsidiaries, related stockholders' equity and other intercompany balances and transactions. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in 000s) Nine months ended January 31, 2016 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 91,239 $ 651,125 $ (1,688 ) $ 740,676 Cost of revenues — 59,122 774,985 (1,685 ) 832,422 Selling, general and administrative 3,535 18,847 413,532 (3 ) 435,911 Total operating expenses 3,535 77,969 1,188,517 (1,688 ) 1,268,333 Other income, net 1,731 17,878 4,734 (10,350 ) 13,993 Interest expense on external borrowings — (45,988 ) (341 ) — (46,329 ) Other expenses, net (326,631 ) (3,956 ) (16,939 ) 336,191 (11,335 ) Loss from continuing operations before tax benefit (328,435 ) (18,796 ) (549,938 ) 325,841 (571,328 ) Income tax benefit (2,040 ) (25,922 ) (225,694 ) — (253,656 ) Net income (loss) from continuing operations (326,395 ) 7,126 (324,244 ) 325,841 (317,672 ) Net loss from discontinued operations — (8,721 ) (2 ) — (8,723 ) Net loss (326,395 ) (1,595 ) (324,246 ) 325,841 (326,395 ) Other comprehensive loss (22,589 ) (8,444 ) (22,589 ) 31,033 (22,589 ) Comprehensive loss $ (348,984 ) $ (10,039 ) $ (346,835 ) $ 356,874 $ (348,984 ) Nine months ended January 31, 2015 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 107,233 $ 672,000 $ (1,945 ) $ 777,288 Cost of revenues — 66,063 749,978 (1,940 ) 814,101 Selling, general and administrative — 12,598 371,533 (5 ) 384,126 Total operating expenses — 78,661 1,121,511 (1,945 ) 1,198,227 Other income, net 3,461 2,366 1,373 (6,373 ) 827 Interest expense on external borrowings — (36,388 ) (298 ) — (36,686 ) Other expenses, net (268,160 ) (2,186 ) (14,251 ) 274,141 (10,456 ) Loss from continuing operations before taxes (benefit) (264,699 ) (7,636 ) (462,687 ) 267,768 (467,254 ) Income taxes (benefit) 479 (19,486 ) (190,858 ) — (209,865 ) Net income (loss) from continuing operations (265,178 ) 11,850 (271,829 ) 267,768 (257,389 ) Net income (loss) from discontinued operations — (11,458 ) 3,669 — (7,789 ) Net income (loss) (265,178 ) 392 (268,160 ) 267,768 (265,178 ) Other comprehensive income (loss) (6,440 ) 7,765 (6,440 ) (1,325 ) (6,440 ) Comprehensive income (loss) $ (271,618 ) $ 8,157 $ (274,600 ) $ 266,443 $ (271,618 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of January 31, 2015 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 969,387 $ 352,015 $ (268 ) $ 1,321,134 Cash & cash equivalents - restricted — 3,459 47,626 — 51,085 Receivables, net — 436,907 340,546 — 777,453 Deferred tax assets and income taxes receivable — 79,064 163,300 (74,538 ) 167,826 Prepaid expenses and other current assets — 10,426 82,550 — 92,976 Investments in AFS securities — 367,745 100 — 367,845 Total current assets — 1,866,988 986,137 (74,806 ) 2,778,319 Mortgage loans held for investment, net — 245,663 — — 245,663 Property and equipment, net — 136 308,669 — 308,805 Intangible assets, net — — 443,329 — 443,329 Goodwill — — 442,961 — 442,961 Deferred tax assets and income taxes receivable — 27,505 (14,064 ) — 13,441 Investments in subsidiaries 635,258 — 69,988 (705,246 ) — Amounts due from affiliates 513,204 459,955 1,029 (974,188 ) — Other noncurrent assets — 104,869 41,554 — 146,423 Total assets $ 1,148,462 $ 2,705,116 $ 2,279,603 $ (1,754,240 ) $ 4,378,941 Commercial paper borrowings $ — $ 591,486 $ — $ — $ 591,486 Customer banking deposits — 1,286,484 — (268 ) 1,286,216 Accounts payable and accrued expenses 1,048 7,216 164,064 — 172,328 Accrued salaries, wages and payroll taxes — 1,929 116,583 — 118,512 Accrued income taxes and reserves for uncertain tax positions — 53,655 22,502 (74,538 ) 1,619 Current portion of long-term debt — — 781 — 781 Deferred revenue and other current liabilities — 170,981 129,181 — 300,162 Total current liabilities 1,048 2,111,751 433,111 (74,806 ) 2,471,104 Long-term debt — 497,823 7,637 — 505,460 Deferred tax liabilities and reserves for uncertain tax positions — 23,791 120,245 — 144,036 Deferred revenue and other noncurrent liabilities — 1,763 110,193 — 111,956 Amounts due to affiliates 1,029 — 973,159 (974,188 ) — Total liabilities 2,077 2,635,128 1,644,345 (1,048,994 ) 3,232,556 Stockholders' equity 1,146,385 69,988 635,258 (705,246 ) 1,146,385 Total liabilities and stockholders' equity $ 1,148,462 $ 2,705,116 $ 2,279,603 $ (1,754,240 ) $ 4,378,941 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of April 30, 2015 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 478,077 $ 1,529,553 $ (440 ) $ 2,007,190 Cash & cash equivalents - restricted — 45,098 46,874 — 91,972 Receivables, net — 80,332 87,632 — 167,964 Deferred tax assets and income taxes receivable — 77,418 96,849 — 174,267 Prepaid expenses and other current assets — 7,771 62,512 — 70,283 Investments in AFS securities — 434,924 4,701 — 439,625 Total current assets — 1,123,620 1,828,121 (440 ) 2,951,301 Mortgage loans held for investment, net — 239,338 — — 239,338 Property and equipment, net — 218 311,169 — 311,387 Intangible assets, net — — 432,142 — 432,142 Goodwill — — 441,831 — 441,831 Deferred tax assets and income taxes receivable — 44,788 — (31,327 ) 13,461 Investments in subsidiaries 1,371,677 — 116,870 (1,488,547 ) — Amounts due from affiliates 463,434 134,094 1,058 (598,586 ) — Other noncurrent assets — 81,075 44,885 — 125,960 Total assets $ 1,835,111 $ 1,623,133 $ 3,176,076 $ (2,118,900 ) $ 4,515,420 Customer banking deposits $ — $ 744,681 $ — $ (440 ) $ 744,241 Accounts payable and accrued expenses 1,104 7,672 222,546 — 231,322 Accrued salaries, wages and payroll taxes — 1,946 142,798 — 144,744 Accrued income taxes and reserves for uncertain tax positions — 49,529 385,155 — 434,684 Current portion of long-term debt — — 790 — 790 Deferred revenue and other current liabilities — 177,063 145,445 — 322,508 Total current liabilities 1,104 980,891 896,734 (440 ) 1,878,289 Long-term debt — 497,893 7,405 — 505,298 Deferred tax liabilities and reserves for uncertain tax positions — 25,696 148,217 (31,327 ) 142,586 Deferred revenue and other noncurrent liabilities — 1,783 154,515 — 156,298 Amounts due to affiliates 1,058 — 597,528 (598,586 ) — Total liabilities 2,162 1,506,263 1,804,399 (630,353 ) 2,682,471 Stockholders' equity 1,832,949 116,870 1,371,677 (1,488,547 ) 1,832,949 Total liabilities and stockholders' equity $ 1,835,111 $ 1,623,133 $ 3,176,076 $ (2,118,900 ) $ 4,515,420 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Nine months ended January 31, 2016 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities: $ — $ (403,132 ) $ (1,023,817 ) $ — $ (1,426,949 ) Cash flows from investing: Sales, maturities of and payments received on AFS securities — 430,460 5,920 — 436,380 Principal payments on mortgage loans held for investment, net — 24,664 — — 24,664 Capital expenditures — (24 ) (66,394 ) — (66,418 ) Payments made for business acquisitions, net of cash acquired — — (85,329 ) — (85,329 ) Loans made to franchisees — (20,940 ) (437 ) — (21,377 ) Repayments from franchisees — 22,006 228 — 22,234 Intercompany payments/investments in subsidiaries — (1,871,617 ) (2,024,025 ) 3,895,642 — Other, net — (5,455 ) 9,342 — 3,887 Net cash provided by (used in) investing activities — (1,420,906 ) (2,160,695 ) 3,895,642 314,041 Cash flows from financing: Repayments of long-term debt — (225,000 ) — — (225,000 ) Proceeds from long-term debt — 2,346,831 — — 2,346,831 Customer banking deposits, net — (327,145 ) — 440 (326,705 ) Transfer of HRB Bank deposits — (419,028 ) — — (419,028 ) Dividends paid (157,530 ) — — — (157,530 ) Repurchase of common stock, including shares surrendered (1,888,595 ) — — — (1,888,595 ) Proceeds from exercise of stock options 25,803 — — — 25,803 Intercompany borrowings 2,024,025 — 1,871,617 (3,895,642 ) — Other, net (3,703 ) (19,282 ) (20,987 ) — (43,972 ) Net cash provided by (used in) financing activities — 1,356,376 1,850,630 (3,895,202 ) (688,196 ) Effects of exchange rates on cash — — (16,575 ) — (16,575 ) Net decrease in cash and cash equivalents — (467,662 ) (1,350,457 ) 440 (1,817,679 ) Cash and cash equivalents at beginning of the period — 478,077 1,529,553 (440 ) 2,007,190 Cash and cash equivalents at end of the period $ — $ 10,415 $ 179,096 $ — $ 189,511 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Nine months ended January 31, 2015 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities: $ — $ (290,104 ) $ (957,096 ) $ — $ (1,247,200 ) Cash flows from investing: Sales, maturities of and payments received on AFS securities — 68,013 — — 68,013 Principal payments on mortgage loans held for investment, net — 18,098 — — 18,098 Capital expenditures — (119 ) (98,757 ) — (98,876 ) Payments made for business acquisitions, net of cash acquired — — (112,163 ) — (112,163 ) Loans made to franchisees — (47,835 ) (178 ) — (48,013 ) Repayments from franchisees — 33,927 237 — 34,164 Intercompany payments/investments in subsidiaries — (128,713 ) (159,234 ) 287,947 — Other, net — (1,925 ) 8,004 — 6,079 Net cash used in investing activities — (58,554 ) (362,091 ) 287,947 (132,698 ) Cash flows from financing: Repayments of commercial paper and other short-term borrowings — (457,576 ) — — (457,576 ) Proceeds from commercial paper and other short-term borrowings — 1,049,062 — — 1,049,062 Repayments of long-term debt — (400,000 ) — — (400,000 ) Customer banking deposits, net — 514,183 — 832 515,015 Dividends paid (164,905 ) — — — (164,905 ) Repurchase of common stock, including shares surrendered (10,355 ) — — — (10,355 ) Proceeds from exercise of stock options 16,026 — — — 16,026 Intercompany borrowings 159,234 — 128,713 (287,947 ) — Other, net — — (15,993 ) — (15,993 ) Net cash provided by financing activities — 705,669 112,720 (287,115 ) 531,274 Effects of exchange rates on cash — — (15,549 ) — (15,549 ) Net increase (decrease) in cash and cash equivalents — 357,011 (1,222,016 ) 832 (864,173 ) Cash and cash equivalents at beginning of the period — 612,376 1,574,031 (1,100 ) 2,185,307 Cash and cash equivalents at end of the period $ — $ 969,387 $ 352,015 $ (268 ) $ 1,321,134 |