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

Date of Report (date of earliest event reported): May 10, 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 May 10, 2022, the Company issued a press release regarding the Company’s results of operations for the fiscal quarter ended March 31, 2022. 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 May 10, 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:May 10, 2022By:/s/ Katharine M. Haynes
Katharine M. Haynes
Vice President and Secretary

Exhibit 99.1

News Release
For Immediate Release: May 10, 2022
H&R Block Reports Fiscal 2022 Third Quarter Results; Increases Financial Outlook
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) (the "Company") today released its financial results1 for the fiscal 2022 third quarter ended March 31, 2022.
The Company increased its fiscal year 2022 outlook due to strong tax season performance
Third quarter revenue was $2.1 billion, an increase of $78 million, or 4% to the prior year
Repurchased $226 million of shares outstanding in the quarter at an average price of $23.29; in fiscal year 2022, the Company has repurchased $550 million, retiring 13% of its shares outstanding
"I'm very pleased with our overall tax season, led by another year of share gains in Assisted. As a result of our strong financial results, we are raising our fiscal 2022 guidance," said Jeff Jones, H&R Block's president and CEO. "We grew small business clients, increased adoption of our virtual tools, and launched Spruce, our new mobile banking platform."
Fiscal 2022 Third Quarter Results and Key Financial Metrics
"Our third quarter financial performance and tax season results give us confidence to raise our fiscal year revenue and EBITDA outlook," said Tony Bowen, H&R Block's chief financial officer. "We also continued to be aggressive in share buybacks, retiring another 6% of shares outstanding, bringing the total amount retired since 2016 to nearly one third."
Total revenue of $2.1 billion increased by $78 million, or 4%, to the prior year. The increase was primarily driven by positive mix from a higher net average charge in the Assisted channel.
Total operating expenses of $1.2 billion increased by $44 million, or 4%, primarily due to greater field compensation and marketing expenses, partially offset by lower amortization and depreciation.
Pretax income increased by $33 million to $862 million.
Earnings per share from continuing operations2 decreased from $4.09 to $4.06 due to higher tax expense. Adjusted earnings per share2 from continuing operations was $4.11, flat to last year.
Capital Structure
The Company reported the following related to its capital structure:
Repurchased and retired approximately 10 million shares at an aggregate price of $226 million, or $23.29 per share in the fiscal third quarter.
A quarterly cash dividend of $0.27 per share will be paid on July 1, 2022 to shareholders of record as of June 8, 2022. H&R Block has paid quarterly dividends consecutively since the Company became public in 1962.
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).

Since 2016, the Company has returned over $2.6 billion to shareholders in the form of share repurchases and dividends.
Fiscal Year 2022 Outlook
The Company increased its fiscal year 2022 outlook:
Previously, revenue was expected to be in the range of $3.25 to $3.35 billion. The Company now expects revenue to be in the range of $3.375 to $3.425 billion.
Previously, EBITDA3 was expected to be in the range of $765 to $815 million. The Company now expects EBITDA to be in the range of $850 to $875 million.
Depreciation & amortization and interest expense are now expected to be near the low end of previously given ranges. The tax rate is now expected to be lower, in the range of 14-16%.
Please refer to the supplemental presentation provided as part of today's webcast at for more information.
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 third quarter results, preliminary tax season results, outlook, and a general business update will occur during the Company’s previously announced fiscal third quarter earnings conference call for analysts, institutional investors, and shareholders. The call is scheduled for 4:30 p.m. Eastern time on May 10, 2022. To access the call, please dial the number below approximately 5 minutes prior to the scheduled starting time:
U.S./Canada (866) 987-6821 or International (630) 652-5951
Conference ID: 8081918
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 May 10, 2022 and continuing for seven days by dialing (855) 859-2056 (U.S./Canada) or (404) 537-3406 (International). The conference ID is 8081918. The webcast will be available for replay beginning on May 11, 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.
3Earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations is a non-GAAP financial measure. Specific quantifications of the amounts that would be required to reconcile the company’s EBITDA outlook for FY22 to net income, the most directly comparable GAAP metric, are not available. Because of the variability of these and other items as well as the impact of future events on these items, management is unable to reconcile without unreasonable effort the expected range of EBITDA for FY22 to a comparable GAAP range.

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 March 31,Nine months ended March 31,
U.S. assisted tax preparation$1,392,142 $1,290,892 $1,456,594 $1,532,079 
U.S. royalties158,786 150,117 169,548 178,126 
U.S. DIY tax preparation175,184 181,294 188,455 234,871 
International65,232 62,869 151,464 148,282 
Refund Transfers132,223 134,799 134,665 141,309 
Emerald Card®50,660 73,647 103,748 96,045 
Peace of Mind® Extended Service Plan17,222 17,668 59,373 63,430 
Tax Identity Shield®9,078 8,643 19,431 22,446 
Interest and fee income on Emerald AdvanceSM
30,535 38,247 43,438 52,812 
Wave20,111 16,082 58,745 44,656 
Other10,584 9,306 27,736 28,819 
Total revenues2,061,757 1,983,564 2,413,197 2,542,875 
Compensation and benefits:
Field wages435,345 409,741 561,482 568,593 
Other wages78,584 78,181 200,715 204,817 
Benefits and other compensation91,051 92,825 146,708 154,280 
604,980 580,747 908,905 927,690 
Occupancy111,405 113,759 306,523 309,638 
Marketing and advertising196,582 183,109 223,796 214,091 
Depreciation and amortization36,116 39,100 107,462 117,036 
Bad debt45,051 46,066 59,760 63,156 
Other182,258 169,546 373,458 340,328 
Total operating expenses1,176,392 1,132,327 1,979,904 1,971,939 
Other income (expense), net238 449 1,989 3,491 
Interest expense on borrowings(23,746)(22,471)(69,661)(78,657)
Pretax income861,857 829,215 365,621 495,770 
Income taxes186,884 69,543 29,666 50,997 
Net income from continuing operations674,973 759,672 335,955 444,773 
Net loss from discontinued operations(1,796)(1,425)(4,984)(4,533)
Net income$673,177 $758,247 $330,971 $440,240 
Continuing operations$4.06 $4.09 $1.92 $2.35 
Discontinued operations(0.01)(0.01)(0.03)(0.02)
Consolidated$4.05 $4.08 $1.89 $2.33 
WEIGHTED AVERAGE DILUTED SHARES165,612 184,905 174,142 188,133 
Adjusted diluted EPS (1)
$4.11 $4.11 $2.11 $2.56 
921,719 890,786 542,744 691,463 
(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 ofMarch 31, 2022June 30, 2021
Cash and cash equivalents$1,041,740 $1,434,381 
Cash and cash equivalents - restricted135,314 149,783 
Receivables, net261,602 88,932 
Income taxes receivable340,355 330,872 
Prepaid expenses and other current assets89,025 76,414 
Total current assets1,868,036 2,080,382 
Property and equipment, net133,036 139,276 
Operating lease right of use assets390,758 445,847 
Intangible assets, net322,836 351,093 
Goodwill764,428 754,521 
Deferred tax assets and income taxes receivable236,792 181,996 
Other noncurrent assets65,241 61,273 
Total assets$3,781,127 $4,014,388 
Accounts payable and accrued expenses$225,708 $164,269 
Accrued salaries, wages and payroll taxes227,075 168,989 
Accrued income taxes and reserves for uncertain tax positions337,363 238,863 
Current portion of long-term debt499,395 — 
Operating lease liabilities187,263 214,190 
Deferred revenue and other current liabilities216,073 196,175 
Total current liabilities1,692,877 982,486 
Long-term debt1,486,530 1,983,719 
Deferred tax liabilities and reserves for uncertain tax positions218,461 301,658 
Operating lease liabilities210,866 244,932 
Deferred revenue and other noncurrent liabilities127,537 113,535 
Total liabilities3,736,271 3,626,330 
Common stock, no par, stated value $.01 per share1,936 2,167 
Additional paid-in capital767,869 779,465 
Accumulated other comprehensive income (loss)(3,838)88 
Retained earnings (deficit)(56,790)286,694 
Less treasury shares, at cost(664,321)(680,356)
Total stockholders' equity44,856 388,058 
Total liabilities and stockholders' equity$3,781,127 $4,014,388

Nine months ended March 31,20222021
Net income$330,971 $440,240 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization107,462 117,037 
Provision59,778 60,428 
Deferred taxes(85,122)5,763 
Stock-based compensation19,988 21,232 
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses, other current and noncurrent assets(16,525)(37,054)
Accounts payable, accrued expenses, salaries, wages and payroll taxes122,112 257,034 
Deferred revenue, other current and noncurrent liabilities36,960 30,783 
Income tax receivables, accrued income taxes and income tax reserves36,244 (52,516)
Other, net(5,378)(4,723)
Net cash provided by operating activities373,128 501,356 
Capital expenditures(52,718)(44,220)
Payments made for business acquisitions, net of cash acquired(25,465)(15,495)
Franchise loans funded(18,468)(26,745)
Payments from franchisees17,714 28,477 
Other, net7,831 7,969 
Net cash used in investing activities(71,106)(50,014)
Repayments of line of credit borrowings(705,000)(3,275,000)
Proceeds from line of credit borrowings705,000 1,275,000 
Repayments of long-term debt (650,000)
Proceeds from issuance of long-term debt 647,965 
Dividends paid(143,435)(147,887)
Repurchase of common stock, including shares surrendered(555,247)(188,892)
Proceeds from exercise of stock options4,605 2,228 
Other, net(13,389)(19,680)
Net cash used in financing activities(707,466)(2,356,266)
Effects of exchange rate changes on cash(1,666)10,370 
Net decrease in cash and cash equivalents, including restricted balances(407,110)(1,894,554)
Cash, cash equivalents and restricted cash, beginning of period1,584,164 2,769,947 
Cash, cash equivalents and restricted cash, end of period$1,177,054 $875,393 
Income taxes paid, net of refunds received$76,894 $100,118 
Interest paid on borrowings58,009 77,398 
Accrued additions to property and equipment1,336 977 
New operating right of use assets and related lease liabilities126,726 94,260 
Accrued dividends payable to common shareholders43,041 47,181
(in 000s)
Three months ended March 31,Nine months ended March 31,
Net income - as reported$673,177 $758,247 $330,971 $440,240 
Discontinued operations, net1,796 1,425 4,984 4,533 
Net income from continuing operations - as reported674,973 759,672 335,955 444,773 
Add back:
Income taxes186,884 69,543 29,666 50,997 
Interest expense23,746 22,471 69,661 78,657 
Depreciation and amortization36,116 39,100 107,462 117,036 
246,746 131,114 206,789 246,690 
EBITDA from continuing operations$921,719 $890,786 $542,744 $691,463 
(in 000s, except per share amounts)
Three months ended March 31,Nine months ended March 31,
Net income from continuing operations - as reported$674,973 $759,672 $335,955 $444,773 
Amortization of intangibles related to acquisitions (pretax)13,979 16,229 43,141 50,398 
Tax effect of adjustments (1)
Adjusted net income from continuing operations$684,407 $764,202 $368,994 $483,704 
Diluted earnings per share from continuing operations - as reported$4.06 $4.09 $1.92 $2.35 
Adjustments, net of tax0.05 0.02 0.19 0.21 
Adjusted diluted earnings per share from continuing operations$4.11 $4.11 $2.11 $2.56 
(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.