Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 1, 2022

(Exact name of registrant as specified in charter)
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization)Identification No.)

One H&R Block Way, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)

(816) 854-3000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueHRBNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.    Results of Operations and Financial Condition.
On February 1, 2022, the Company issued a press release regarding the Company’s results of operations for the fiscal quarter ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number    Description
99.1    Press Release Issued February 1, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:February 1, 2022By:/s/ Tony G. Bowen
Tony G. Bowen
Chief Financial Officer

Exhibit 99.1

News Release
For Immediate Release: February 1, 2022
H&R Block Reports Fiscal 2022 Second Quarter Results; Reiterates Fiscal Year Financial Outlook
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) (the "Company") today released its financial results1 for the fiscal 2022 second quarter ended December 31, 2021.
Second quarter revenue grew 12%, demonstrating continued momentum across the business.
Repurchased an incremental $159 million of shares in the quarter, retiring approximately 4% of shares outstanding. In the first half of the fiscal year share repurchases have totaled $325 million, or 7% of the float.
The Company reiterates its previously given fiscal year 2022 outlook.
The recent launch of SpruceSM, H&R Block's new mobile banking platform, is a meaningful milestone in the Company's strategic transformation.
"Our second quarter results highlight ongoing momentum in the business, progress on our Block Horizons strategy, and our commitment to returning capital to shareholders," said Jeff Jones, H&R Block's president and CEO. "We set an aggressive goal to bring Spruce to market in a short amount of time, and I am very pleased that we were able to deliver such a robust product out of the gate. We are continuing to execute across the business, and we feel well-positioned for tax season."
Fiscal 2022 Second Quarter Results and Key Financial Metrics
"Our performance in the first half of 2022 has been solid, and we are reiterating our outlook," said Tony Bowen, H&R Block's chief financial officer. "During the quarter, we continued our trend of creating value for shareholders by returning capital and reducing shares outstanding."
Total revenue of $159 million increased by $17 million, or 12%, to the prior year. The increase was primarily driven by strength in the Emerald Card and growth from Wave.
Total operating expenses of $436 million increased by $15 million, or 4%, driven by higher compensation, as well as banking charges because of the growth in payments processed, partially offset by lower depreciation and amortization expenses.
Pretax loss decreased by $2 million to $299 million due to higher revenues, partially offset by higher operating expenses and higher interest expense.
Loss per share from continuing operations2 improved from $1.38 to $1.09 due to the aforementioned items and from a discrete tax benefit during the quarter. Adjusted loss per share2 from continuing operations improved from $1.28 to $1.02.
The Company's next update related to tax season results and financial performance will be on its third quarter earnings call in May.
1    All amounts in this release are unaudited. Unless otherwise noted, all comparisons refer to the current period compared to the corresponding prior year period.
2 All per share amounts are based on fully diluted shares at the end of the corresponding period. The company reports non-GAAP financial measures of performance, including adjusted earnings per share (EPS), earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations, and free cash flow, which it considers to be useful metrics for management and investors to evaluate and compare the ongoing operating performance of the company. See "About Non-GAAP Financial Information" below for more information regarding financial measures not prepared in accordance with generally accepted accounting principles (GAAP).

Capital Structure
The Company reported the following related to its capital structure:
Fiscal year second quarter repurchases and retirements of common stock totaled approximately 6.6 million shares at an aggregate price of $159 million, or $24.10 per share. The Company has approximately $239 million remaining on its authorization through June 2022.
As previously announced, a quarterly cash dividend of $0.27 per share was paid on January 3, 2022 to shareholders of record as of December 6, 2021. H&R Block has paid quarterly dividends consecutively since the Company became public in 1962.
Since 2016, the Company has returned over $2 billion to shareholders in the form of share repurchases and dividends.
Discontinued Operations
For information on Sand Canyon, please refer to disclosures in the Company’s reports on Forms 10-K, 10-Q, and other filings with the SEC.
Conference Call
Discussion of the fiscal 2022 second quarter results, outlook, and a general business update will occur during the Company’s previously announced fiscal second quarter earnings conference call for analysts, institutional investors, and shareholders. The call is scheduled for 4:30 p.m. Eastern time on February 1, 2022. To access the call, please dial the number below approximately 5 minutes prior to the scheduled starting time:
U.S./Canada (866) 987-6821or International (630) 652-5951
Conference ID: 9297549
The call, along with a presentation for viewing, will also be webcast in a listen-only format for the media and public. The webcast can be accessed directly, and the presentation will be posted following the conclusion of the call.
A replay of the call will be available beginning at 7:30 p.m. Eastern time on February 1, 2022 and continuing for seven days by dialing (855) 859-2056 (U.S./Canada) or (404) 537-3406 (International). The conference ID is 9297549. The webcast will be available for replay beginning on February 2, 2022 and continuing for 90 days at
About H&R Block
H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time and also be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the company helps small-business owners thrive with innovative products like Wave Money, a small-business banking and bookkeeping solution, and the only business bank account to manage bookkeeping automatically. For more information, visit H&R Block News or follow @HRBlockNews on Twitter.
About Non-GAAP Financial Information
This press release and the accompanying tables include non-GAAP financial information. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable

financial measures prepared in accordance with generally accepted accounting principles, please see the section of the accompanying tables titled "Non-GAAP Financial Information."
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "commits," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, client trajectory, income, effective tax rate, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volumes or other financial items, descriptions of management’s plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above. They also include the expected impact of the coronavirus (COVID-19) pandemic, including, without limitation, the impact on economic and financial markets, the Company’s capital resources and financial condition, the expected use of proceeds under the Company’s revolving credit facility, future expenditures, potential regulatory actions, such as extensions of tax filing deadlines or other related relief, changes in consumer behaviors and modifications to the Company’s operations related thereto. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to a variety of economic, competitive and regulatory factors, many of which are beyond the Company's control, that are described in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021 in the section entitled "Risk Factors" and additional factors we may describe from time to time in other filings with the Securities and Exchange Commission. You may get such filings for free at our website at In addition, factors that may cause the Company’s actual estimated effective tax rate to differ from estimates include the Company’s actual results from operations compared to current estimates, future discrete items, changes in interpretations and assumptions the Company has made, future actions of the Company, or increases in applicable tax rates in jurisdictions where the Company operates. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
For Further Information
Investor Relations:Michaella Gallina, (816) 854-3022,
Jordyn Eskijian, (816) 854-5674,
Media Relations:Angela Davied, (816) 854-5798,


FINANCIAL RESULTS(unaudited, in 000s - except per share amounts)
Three months ended December 31,Six months ended December 31,
U.S. assisted tax preparation$30,845 $34,020 $64,452 $241,187 
U.S. royalties3,404 5,357 10,762 28,009 
U.S. DIY tax preparation9,210 6,114 13,271 53,577 
International27,907 26,637 86,232 85,413 
Refund Transfers777 397 2,442 6,510 
Emerald Card®24,830 9,962 53,088 22,398 
Peace of Mind® Extended Service Plan17,315 18,570 42,151 45,762 
Tax Identity Shield®5,200 4,809 10,353 13,803 
Interest and fee income on Emerald AdvanceSM
12,424 14,039 12,903 14,565 
Wave19,497 14,837 38,634 28,574 
Other7,407 7,223 17,152 19,513 
Total revenues158,816 141,965 351,440 559,311 
Compensation and benefits:
Field wages70,058 66,307 126,137 158,852 
Other wages64,067 63,568 122,131 126,636 
Benefits and other compensation30,207 27,650 55,657 61,455 
164,332 157,525 303,925 346,943 
Occupancy99,296 99,029 195,118 195,879 
Marketing and advertising17,141 15,490 27,214 30,982 
Depreciation and amortization35,631 39,699 71,346 77,936 
Bad debt13,666 16,570 14,709 17,090 
Other106,050 93,200 191,200 170,782 
Total operating expenses436,116 421,513 803,512 839,612 
Other income (expense), net1,467 538 1,751 3,042 
Interest expense on borrowings(23,085)(21,489)(45,915)(56,186)
Pretax loss(298,918)(300,499)(496,236)(333,445)
Income tax benefit(109,845)(46,510)(157,218)(18,546)
Net loss from continuing operations(189,073)(253,989)(339,018)(314,899)
Net loss from discontinued operations(1,532)(1,762)(3,188)(3,108)
Net loss$(190,605)$(255,751)$(342,206)$(318,007)
Continuing operations$(1.09)$(1.38)$(1.93)$(1.68)
Discontinued operations(0.01)(0.01)(0.02)(0.01)
WEIGHTED AVERAGE DILUTED SHARES173,378 183,883 175,739 188,099 
Adjusted diluted EPS (1)
(1) All non-GAAP measures are results from continuing operations. See "Non-GAAP Financial Information" for a reconciliation of non-GAAP measures.

CONSOLIDATED BALANCE SHEETS(unaudited, in 000s - except per share data)
As ofDecember 31, 2021June 30, 2021
Cash and cash equivalents$336,250 $1,434,381 
Cash and cash equivalents - restricted123,686 149,783 
Receivables, net301,055 88,932 
Income taxes receivable351,829 330,872 
Prepaid expenses and other current assets126,784 76,414 
Total current assets1,239,604 2,080,382 
Property and equipment, net140,459 139,276 
Operating lease right of use assets396,522 445,847 
Intangible assets, net334,557 351,093 
Goodwill759,183 754,521 
Deferred tax assets and income taxes receivable179,626 181,996 
Other noncurrent assets50,104 61,273 
Total assets$3,100,055 $4,014,388 
Accounts payable and accrued expenses$155,841 $164,269 
Accrued salaries, wages and payroll taxes62,524 168,989 
Accrued income taxes and reserves for uncertain tax positions78,921 238,863 
Current portion of long-term debt499,395 — 
Operating lease liabilities189,984 214,190 
Deferred revenue and other current liabilities184,775 196,175 
Total current liabilities1,171,440 982,486 
Long-term debt1,760,830 1,983,719 
Deferred tax liabilities and reserves for uncertain tax positions249,751 301,658 
Operating lease liabilities215,826 244,932 
Deferred revenue and other noncurrent liabilities74,863 113,535 
Total liabilities3,472,710 3,626,330 
Common stock, no par, stated value $.01 per share2,033 2,167 
Additional paid-in capital770,661 779,465 
Accumulated other comprehensive income (loss)(9,433)88 
Retained earnings (deficit)(466,856)286,694 
Less treasury shares, at cost(669,060)(680,356)
Total stockholders' equity (deficiency)(372,655)388,058 
Total liabilities and stockholders' equity$3,100,055 $4,014,388

Six months ended December 31,20212020
Net loss$(342,206)$(318,007)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization71,346 77,937 
Provision14,639 15,977 
Deferred taxes16,685 29,015 
Stock-based compensation13,233 13,359 
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses, other current and noncurrent assets(46,928)(61,070)
Accounts payable, accrued expenses, salaries, wages and payroll taxes(121,926)(14,798)
Deferred revenue, other current and noncurrent liabilities(50,882)(48,117)
Income tax receivables, accrued income taxes and income tax reserves(247,088)(146,215)
Other, net(4,373)(2,737)
Net cash used in operating activities(913,571)(702,840)
Capital expenditures(39,371)(34,751)
Payments made for business acquisitions, net of cash acquired(19,333)(12,155)
Franchise loans funded(14,480)(20,064)
Payments from franchisees6,213 13,633 
Other, net9,527 (5,383)
Net cash used in investing activities(57,444)(58,720)
Repayments of line of credit borrowings(210,000)(2,050,000)
Proceeds from line of credit borrowings485,000 1,040,000 
Repayments of long-term debt (650,000)
Proceeds from issuance of long-term debt 647,965 
Dividends paid(96,938)(100,198)
Repurchase of common stock, including shares surrendered(324,589)(150,782)
Proceeds from exercise of stock options4,067 1,133 
Other, net(7,423)(19,705)
Net cash used in financing activities(149,883)(1,281,587)
Effects of exchange rate changes on cash(3,330)11,030 
Net decrease in cash and cash equivalents, including restricted balances(1,124,228)(2,032,117)
Cash, cash equivalents and restricted cash, beginning of period1,584,164 2,769,947 
Cash, cash equivalents and restricted cash, end of period$459,936 $737,830 
Income taxes paid, net of refunds received$72,169 $95,789 
Interest paid on borrowings36,539 50,472 
Accrued purchase of common stock4,845 — 
Accrued additions to property and equipment1,393 1,285 
New operating right of use assets and related lease liabilities73,710 46,954 
Accrued dividends payable to common shareholders46,497 47,689
(in 000s)
Three months ended December 31,Six months ended December 31,
Net loss - as reported$(190,605)$(255,751)$(342,206)$(318,007)
Discontinued operations, net1,532 1,762 3,188 3,108 
Net loss from continuing operations - as reported(189,073)(253,989)(339,018)(314,899)
Add back:
Income tax benefit(109,845)(46,510)(157,218)(18,546)
Interest expense23,085 21,489 45,915 56,186 
Depreciation and amortization35,631 39,699 71,346 77,936 
(51,129)14,678 (39,957)115,576 
EBITDA from continuing operations$(240,202)$(239,311)$(378,975)$(199,323)
(in 000s, except per share amounts)
Three months ended December 31,Six months ended December 31,
Net loss from continuing operations - as reported$(189,073)$(253,989)$(339,018)$(314,899)
Amortization of intangibles related to acquisitions (pretax)14,292 16,531 29,162 34,169 
Tax effect of adjustments (1)
(1,922)2,086 (5,557)232 
Adjusted net loss from continuing operations$(176,703)$(235,372)$(315,413)$(280,498)
Diluted loss per share from continuing operations - as reported$(1.09)$(1.38)$(1.93)$(1.68)
Adjustments, net of tax0.07 0.10 0.13 0.19 
Adjusted diluted loss per share from continuing operations$(1.02)$(1.28)$(1.80)$(1.49)
(1)Tax effect of adjustments is the difference between the tax provision calculated on a GAAP basis and on an adjusted non-GAAP basis.
Non-GAAP Financial Information
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.
We consider our non-GAAP financial measures to be performance measures and a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business. We make adjustments for certain non-GAAP financial measures related to amortization of intangibles from acquisitions and goodwill impairments. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.
We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, adjusted EBITDA

from continuing operations, EBITDA margin from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow. We also use EBITDA from continuing operations and pretax income of continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.