Condensed Consolidating Financial Statements | NOTE 11: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Block Financial LLC (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 2017 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) Six months ended October 31, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 29,261 $ 255,154 $ (5,759 ) $ 278,656 Cost of revenues — 12,964 454,913 (143 ) 467,734 Selling, general and administrative — 6,791 210,920 (5,616 ) 212,095 Total operating expenses — 19,755 665,833 (5,759 ) 679,829 Other income (expense), net (288,263 ) 13,065 (13,639 ) 291,068 2,231 Interest expense on external borrowings — (42,382 ) (160 ) — (42,542 ) Loss from continuing operations before tax ben efit (288,263 ) (19,811 ) (424,478 ) 291,068 (441,484 ) Income tax b enefit (4,130 ) (5,613 ) (155,611 ) — (165,354 ) Net loss from continuing operations (284,133 ) (14,198 ) (268,867 ) 291,068 (276,130 ) Net loss from discontinued operations — (8,001 ) (2 ) — (8,003 ) Net loss (284,133 ) (22,199 ) (268,869 ) 291,068 (284,133 ) Other comprehensive income 1,077 — 1,077 (1,077 ) 1,077 Comprehensive loss $ (283,056 ) $ (22,199 ) $ (267,792 ) $ 289,991 $ (283,056 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (in 000s) Six months ended October 31, 2016 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 26,438 $ 230,223 $ (144 ) $ 256,517 Cost of revenues — 14,272 422,660 (144 ) 436,788 Selling, general and administrative — 4,212 208,263 — 212,475 Total operating expenses — 18,484 630,923 (144 ) 649,263 Other income (expense), net (273,435 ) 2,033 (22,824 ) 299,040 4,814 Interest expense on external borrowings — (43,562 ) (524 ) — (44,086 ) Loss from continuing operations before tax benefit (273,435 ) (33,575 ) (424,048 ) 299,040 (432,018 ) Income tax benefit (3,542 ) (11,756 ) (152,279 ) — (167,577 ) Net loss from continuing operations (269,893 ) (21,819 ) (271,769 ) 299,040 (264,441 ) Net loss from discontinued operations — (5,451 ) (1 ) — (5,452 ) Net loss (269,893 ) (27,270 ) (271,770 ) 299,040 (269,893 ) Other comprehensive loss (5,889 ) — (5,889 ) 5,889 (5,889 ) Comprehensive loss $ (275,782 ) $ (27,270 ) $ (277,659 ) $ 304,929 $ (275,782 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of October 31, 2016 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 1,965 $ 230,545 $ — $ 232,510 Cash & cash equivalents - restricted — 29,014 80,524 — 109,538 Receivables, net — 73,675 31,089 — 104,764 Prepaid expenses and other current assets — 8,237 65,318 — 73,555 Mortgage loans held for sale — 183,107 — — 183,107 Total current assets — 295,998 407,476 — 703,474 Property and equipment, net — 92 292,968 — 293,060 Intangible assets, net — — 433,135 — 433,135 Goodwill — — 477,360 — 477,360 Deferred tax assets and income taxes receivable 1,947 62,722 17,086 — 81,755 Investments in subsidiaries 1,460,925 — 81,868 (1,542,793 ) — Amounts due from affiliates — 1,696,151 2,005,485 (3,701,636 ) — Other noncurrent assets — 58,636 34,758 — 93,394 Total assets $ 1,462,872 $ 2,113,599 $ 3,750,136 $ (5,244,429 ) $ 2,082,178 Accounts payable and accrued expenses $ 8,941 $ 8,434 $ 122,433 $ — $ 139,808 Accrued salaries, wages and payroll taxes — 2,143 38,611 — 40,754 Accrued income taxes and reserves for uncertain tax positions — — 68,832 — 68,832 Current portion of long-term debt — — 903 — 903 Deferred revenue and other current liabilities — 48,176 136,384 — 184,560 Total current liabilities 8,941 58,753 367,163 — 434,857 Long-term debt and line of credit borrowings — 1,961,085 6,121 — 1,967,206 Reserves for uncertain tax positions 5,917 10,786 100,850 — 117,553 Deferred revenue and other noncurrent liabilities — 1,107 118,926 — 120,033 Amounts due to affiliates 2,005,485 — 1,696,151 (3,701,636 ) — Total liabilities 2,020,343 2,031,731 2,289,211 (3,701,636 ) 2,639,649 Stockholders' equity (deficiency) (557,471 ) 81,868 1,460,925 (1,542,793 ) (557,471 ) Total liabilities and stockholders' equity $ 1,462,872 $ 2,113,599 $ 3,750,136 $ (5,244,429 ) $ 2,082,178 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of April 30, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 4,486 $ 1,006,845 $ — $ 1,011,331 Cash & cash equivalents - restricted — 8,060 98,148 — 106,208 Receivables, net — 61,250 101,525 — 162,775 Prepaid expenses and other current assets — 2,280 63,445 — 65,725 Total current assets — 76,076 1,269,963 — 1,346,039 Property and equipment, net — 78 263,749 — 263,827 Intangible assets, net — — 409,364 — 409,364 Goodwill — — 491,207 — 491,207 Deferred tax assets and income taxes receivable 5,587 30,743 47,398 — 83,728 Investments in subsidiaries 2,158,234 — 113,714 (2,271,948 ) — Amounts due from affiliates — 1,493,195 2,194,294 (3,687,489 ) — Other noncurrent assets — 51,829 48,114 — 99,943 Total assets $ 2,163,821 $ 1,651,921 $ 4,837,803 $ (5,959,437 ) $ 2,694,108 Accounts payable and accrued expenses $ 2,086 $ 14,218 $ 200,724 $ — $ 217,028 Accrued salaries, wages and payroll taxes — 851 183,005 — 183,856 Accrued income taxes and reserves for uncertain tax positions — — 348,199 — 348,199 Current portion of long-term debt — — 981 — 981 Deferred revenue and other current liabilities — 26,759 162,457 — 189,216 Total current liabilities 2,086 41,828 895,366 — 939,280 Long-term debt — 1,487,389 5,628 — 1,493,017 Reserves for uncertain tax positions 28,324 8,037 122,724 — 159,085 Deferred revenue and other noncurrent liabilities — 953 162,656 — 163,609 Amounts due to affiliates 2,194,294 — 1,493,195 (3,687,489 ) — Total liabilities 2,224,704 1,538,207 2,679,569 (3,687,489 ) 2,754,991 Stockholders' equity (deficiency) (60,883 ) 113,714 2,158,234 (2,271,948 ) (60,883 ) Total liabilities and stockholders' equity $ 2,163,821 $ 1,651,921 $ 4,837,803 $ (5,959,437 ) $ 2,694,108 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Six months ended October 31, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (17,827 ) $ (630,630 ) $ — $ (648,457 ) Cash flows from investing: Capital expenditures — (10 ) (56,740 ) — (56,750 ) Payments made for business acquisitions, net of cash acquired — — (27,522 ) — (27,522 ) Franchise loans funded — (10,885 ) (54 ) — (10,939 ) Payments received on franchise loans — 10,077 245 — 10,322 Intercompany borrowings (payments) — 20,163 (80,141 ) 59,978 — Other, net — (998 ) 6,472 — 5,474 Net cash provided by (used in) investing activities — 18,347 (157,740 ) 59,978 (79,415 ) Cash flows from financing: Dividends paid (100,082 ) — — — (100,082 ) Repurchase of common stock, including shares surrendered (7,581 ) — — — (7,581 ) Proceeds from exercise of stock options 27,522 — — — 27,522 Intercompany borrowings (payments) 80,141 — (20,163 ) (59,978 ) — Other, net — (662 ) (26,055 ) — (26,717 ) Net cash used in financing activities — (662 ) (46,218 ) (59,978 ) (106,858 ) Effects of exchange rates on cash — — (1,147 ) — (1,147 ) Net decrease in cash, cash equivalents and restricted cash — (142 ) (835,735 ) — (835,877 ) Cash, cash equivalents and restricted cash, beginning of period — 12,546 1,104,993 — 1,117,539 Cash, cash equivalents and restricted cash, end of period $ — $ 12,404 $ 269,258 $ — $ 281,662 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Six months ended October 31, 2016 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (77,906 ) $ (642,470 ) $ — $ (720,376 ) Cash flows from investing: Principal payments on mortgage loans and sale of real estate owned, net — 19,009 — — 19,009 Capital expenditures — (5 ) (44,913 ) — (44,918 ) Payments made for business acquisitions, net of cash acquired — — (36,151 ) — (36,151 ) Franchise loans funded — (10,064 ) (107 ) — (10,171 ) Payments received on franchise loans — 14,052 211 — 14,263 Intercompany borrowings (payments) — (426,824 ) (309,852 ) 736,676 — Other, net — (312 ) 2,489 — 2,177 Net cash used in investing activities — (404,144 ) (388,323 ) 736,676 (55,791 ) Cash flows from financing: Repayments of line of credit borrowings — (50,000 ) — — (50,000 ) Proceeds from line of credit borrowings — 525,000 — — 525,000 Dividends paid (95,971 ) — — — (95,971 ) Repurchase of common stock, including shares surrendered (215,511 ) — — — (215,511 ) Proceeds from exercise of stock options 1,630 — — — 1,630 Intercompany borrowings (payments) 309,852 — 426,824 (736,676 ) — Other, net — — (43,734 ) — (43,734 ) Net cash provided by financing activi ties — 475,000 383,090 (736,676 ) 121,414 Effects of exchange rates on cash — — (4,110 ) — (4,110 ) Net decrease in cash, cash equivalents and restricted cash — (7,050 ) (651,813 ) — (658,863 ) Cash, cash equivalents and restricted cash, beginning of period — 38,029 962,882 — 1,000,911 Cash, cash equivalents and restricted cash, end of period $ — $ 30,979 $ 311,069 $ — $ 342,048 |