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) Three months ended July 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 16,832 $ 131,477 $ (3,126 ) $ 145,183 Cost of revenues — 5,033 217,118 (591 ) 221,560 Selling, general and administrative — 3,250 105,025 (2,535 ) 105,740 Total operating expenses — 8,283 322,143 (3,126 ) 327,300 Other income (expense), net (153,616 ) 9,827 7,048 141,283 4,542 Interest expense on external borrowings — (21,123 ) (67 ) — (21,190 ) Loss from continuing operations before income tax benefit (153,616 ) (2,747 ) (183,685 ) 141,283 (198,765 ) Income tax b enefit (946 ) (3,701 ) (45,321 ) — (49,968 ) Net income (loss) from continuing o perations (152,670 ) 954 (138,364 ) 141,283 (148,797 ) Net loss from discontinued operations — (3,873 ) — — (3,873 ) Net loss (152,670 ) (2,919 ) (138,364 ) 141,283 (152,670 ) Other comprehensive loss (1,731 ) — (1,731 ) 1,731 (1,731 ) Comprehensive loss $ (154,401 ) $ (2,919 ) $ (140,095 ) $ 143,014 $ (154,401 ) (in 000s) Three months ended July 31, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Total revenues $ — $ 17,556 $ 123,094 $ (2,848 ) $ 137,802 Cost of revenues — 7,860 219,970 (115 ) 227,715 Selling, general and administrative — 3,206 94,776 (2,733 ) 95,249 Total operating expenses — 11,066 314,746 (2,848 ) 322,964 Other income (expense), net (132,264 ) 6,073 (2,418 ) 129,829 1,220 Interest expense on external borrowings — (21,204 ) (73 ) — (21,277 ) Loss from continuing operations before tax benefit (132,264 ) (8,641 ) (194,143 ) 129,829 (205,219 ) Income tax benefit (1,697 ) (4,623 ) (71,081 ) — (77,401 ) Net loss from continuing operations (130,567 ) (4,018 ) (123,062 ) 129,829 (127,818 ) Net loss from discontinued operations — (2,748 ) (1 ) — (2,749 ) Net loss (130,567 ) (6,766 ) (123,063 ) 129,829 (130,567 ) Other comprehensive inco me 2,462 — 2,462 (2,462 ) 2,462 Comprehensive loss $ (128,105 ) $ (6,766 ) $ (120,601 ) $ 127,367 $ (128,105 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of July 31, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 7,480 $ 544,086 $ — $ 551,566 Cash & cash equivalents - restricted — 8,069 108,525 — 116,594 Receivables, net 16 54,187 36,801 — 91,004 Prepaid expenses and other current assets — 2,280 72,496 — 74,776 Total current assets 16 72,016 761,908 — 833,940 Property and equipment, net — 66 253,189 — 253,255 Intangible assets, net — — 393,972 — 393,972 Goodwill — — 493,991 — 493,991 Deferred tax assets and income taxes receivable 5,587 32,047 16,714 — 54,348 Investments in subsidiaries 2,037,691 — 106,948 (2,144,639 ) — Amounts due from affiliates — 1,477,940 2,227,052 (3,704,992 ) — Other noncurrent assets — 60,242 42,500 — 102,742 Total assets $ 2,043,294 $ 1,642,311 $ 4,296,274 $ (5,849,631 ) $ 2,132,248 Accounts payable and accrued expenses $ 2,246 $ 6,870 $ 152,635 $ — $ 161,751 Accrued salaries, wages and payroll taxes — 1,070 33,993 — 35,063 Accrued income taxes and reserves for uncertain tax positions — — 176,909 — 176,909 Current portion of long-term debt — — 992 — 992 Deferred revenue and other current liabilities — 30,412 157,379 — 187,791 Total current liabilities 2,246 38,352 521,908 — 562,506 Long-term debt — 1,488,046 5,376 — 1,493,422 Deferred tax liabilities and reserves for uncertain tax positions 28,324 8,037 122,872 — 159,233 Deferred revenue and other noncurrent liabilities — 928 130,487 — 131,415 Amounts due to affiliates 2,227,052 — 1,477,940 (3,704,992 ) — Total liabilities 2,257,622 1,535,363 2,258,583 (3,704,992 ) 2,346,576 Stockholders' equity (deficiency) (214,328 ) 106,948 2,037,691 (2,144,639 ) (214,328 ) Total liabilities and stockholders' equity $ 2,043,294 $ 1,642,311 $ 4,296,274 $ (5,849,631 ) $ 2,132,248 CONDENSED CONSOLIDATING BALANCE SHEETS (in 000s) As of April 30, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Cash & cash equivalents $ — $ 4,346 $ 1,540,598 $ — $ 1,544,944 Cash & cash equivalents - restricted — — 118,734 — 118,734 Receivables, net — 51,562 95,212 — 146,774 Income taxes receivable 2,801 — 12,310 (2,801 ) 12,310 Prepaid expenses and other current assets — 1,954 66,997 — 68,951 Total current assets 2,801 57,862 1,833,851 (2,801 ) 1,891,713 Property and equipment, net — 467 231,421 — 231,888 Intangible assets, net — — 373,981 — 373,981 Goodwill — — 507,871 — 507,871 Deferred tax assets and income taxes receivable 1,400 17,798 14,897 — 34,095 Investments in subsidiaries 2,801,808 — 131,315 (2,933,123 ) — Amounts due from affiliates — 1,541,954 2,400,938 (3,942,892 ) — Other noncurrent assets — 50,073 51,328 — 101,401 Total assets $ 2,806,009 $ 1,668,154 $ 5,545,602 $ (6,878,816 ) $ 3,140,949 Accounts payable and accrued expenses $ 2,074 $ 16,628 $ 233,273 $ — $ 251,975 Accrued salaries, wages and payroll taxes — 1,161 140,338 — 141,499 Accrued income taxes and reserves for uncertain tax positions — 1,060 264,791 (2,801 ) 263,050 Current portion of long-term debt — — 1,026 — 1,026 Deferred revenue and other current liabilities — 22,172 163,929 — 186,101 Total current liabilities 2,074 41,021 803,357 (2,801 ) 843,651 Long-term debt — 1,490,007 4,602 — 1,494,609 Deferred tax liabilities and reserves for uncertain tax positions 9,286 4,963 215,181 — 229,430 Deferred revenue and other noncurrent liabilities — 848 178,700 — 179,548 Amounts due to affiliates 2,400,938 — 1,541,954 (3,942,892 ) — Total liabilities 2,412,298 1,536,839 2,743,794 (3,945,693 ) 2,747,238 Stockholders' equity 393,711 131,315 2,801,808 (2,933,123 ) 393,711 Total liabilities and stockholders' equity $ 2,806,009 $ 1,668,154 $ 5,545,602 $ (6,878,816 ) $ 3,140,949 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Three months ended July 31, 2018 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (6,335 ) $ (369,228 ) $ — $ (375,563 ) Cash flows from investing: Capital expenditures — — (12,057 ) — (12,057 ) Payments made for business acquisitions, net of cash acquired — — (1,449 ) — (1,449 ) Franchise loans funded — (1,791 ) (14 ) — (1,805 ) Payments received on franchise loans — 5,006 98 — 5,104 Intercompany borrowings (payments) — 2,718 (152,414 ) 149,696 — Other, net — (185 ) 3,830 — 3,645 Net cash provided by (used in) investing activities — 5,748 (162,006 ) 149,696 (6,562 ) Cash flows from financing: Dividends paid (52,104 ) — — — (52,104 ) Repurchase of common stock, including shares surrendered (101,665 ) — — — (101,665 ) Proceeds from exercise of stock options 1,355 — — — 1,355 Intercompany borrowings (payments) 152,414 — (2,718 ) (149,696 ) — Other, net — — (17,494 ) — (17,494 ) Net cash used in financing activities — — (20,212 ) (149,696 ) (169,908 ) Effects of exchange rates on cash — — (1,153 ) — (1,153 ) Net decrease in cash, cash equivalents and restricted cash — (587 ) (552,599 ) — (553,186 ) Cash, cash equivalents and restricted cash, beginning of period — 4,346 1,659,332 — 1,663,678 Cash, cash equivalents and restricted cash, end of period $ — $ 3,759 $ 1,106,733 $ — $ 1,110,492 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in 000s) Three months ended July 31, 2017 H&R Block, Inc. (Guarantor) Block Financial (Issuer) Other Subsidiaries Eliminations Consolidated H&R Block Net cash used in operating activities $ — $ (9,721 ) $ (399,394 ) $ — $ (409,115 ) Cash flows from investing: Capital expenditures — (2 ) (13,092 ) — (13,094 ) Payments made for business acquisitions, net of cash acquired — — (1,440 ) — (1,440 ) Franchise loans funded — (4,527 ) — — (4,527 ) Payments received on franchise loans — 4,524 203 — 4,727 Intercompany borrowings (payments) — 13,952 (29,995 ) 16,043 — Other, net — (1,223 ) 2,594 — 1,371 Net cash provided by (used in) investing activities — 12,724 (41,730 ) 16,043 (12,963 ) Cash flows from financing: Dividends paid (49,905 ) — — — (49,905 ) Repurchase of common stock, including shares surrendered (7,508 ) — — — (7,508 ) Proceeds from exercise of stock options 27,418 — — — 27,418 Intercompany borrowings (payments) 29,995 — (13,952 ) (16,043 ) — Other, net — — 2,545 — 2,545 Net cash used in financing activities — — (11,407 ) (16,043 ) (27,450 ) Effects of exchange rates on cash — — 149 — 149 Net increase (decrease) in cash, cash equivalents and rest ricted cash — 3,003 (452,382 ) — (449,379 ) 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 $ — $ 15,549 $ 652,611 $ — $ 668,160 |