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

Date of Report (date of earliest event reported): May 9, 2023

(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 9, 2023, H&R Block, Inc. (the "Company") issued a press release regarding the Company’s results of operations for the fiscal quarter ended March 31, 2023. 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 9, 2023.
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 9, 2023By:/s/ Katharine M. Haynes
Katharine M. Haynes
Vice President and Secretary

Exhibit 99.1

News Release
For Immediate Release: May 9, 2023
H&R Block Reports Fiscal 2023 Third Quarter Results; Provides Update on FY23
KANSAS CITY, Mo. - H&R Block, Inc. (NYSE: HRB) (the "Company") today released its financial results1 for the fiscal 2023 third quarter ended March 31, 2023.
For the third quarter, the Company delivered revenue of $2.1 billion, an increase of 2%; earnings per share from continuing operations2 of $4.14, an increase of 2%; and adjusted earnings per share from continuing operations2 of $4.20, an increase of 2%
Tax season ended with strong performance in DIY; Assisted realized 4% growth in net average charge alongside positive customer satisfaction metrics
The Company is updating its fiscal year 2023 outlook due to softer than expected industry volume, its own Assisted volume, and the expected impact of foreign exchange rates
"Tax season 2023 was not the return to normal as anticipated post-pandemic. Consumers adjusted to smaller refunds, and many shifted to balance due. The industry contracted as those not required to file didn’t, and there was an impact from the IRS’ extending the filing deadline in certain states,” said Jeff Jones, H&R Block's president and chief executive officer. “Despite these unusual dynamics, we were pleased to see our strategy work in DIY, continued strong growth in our virtual Assisted offering, and the benefit from pricing power and positive customer sentiment in our Assisted business as we grew penetration with higher income filers.”
Fiscal 2023 Third Quarter Results and Key Financial Metrics
Total revenue of $2.1 billion, increased by $31.9 million, or 2%, to the prior year. The increase was primarily driven by a higher net average charge in the Assisted category, partially offset by lower software sales and a decline in online paid returns during the quarter compared to the prior year.
Total operating expenses of $1.2 billion increased by $52.8 million, primarily due to higher field wages and the timing of advertising, partially offset by lower bad debt, legal fees, and consulting and outsourced services.
Pretax income decreased by $6.4 million to $855.4 million.
Earnings per share from continuing operations2 increased from $4.06 to $4.14 and adjusted earnings per share from continuing operations2 increased from $4.11 to $4.20, due to fewer shares outstanding from share repurchases.
Capital Allocation
The Company has approximately $900.0 million remaining on its latest $1.25 billion share repurchase authorization available through fiscal year 2025.
1All amounts in this release are unaudited. Unless otherwise noted, all comparisons refer to the current period compared to the corresponding prior year period.
2All 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, free cash flow, and free cash flow yield, 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).

As previously announced, a quarterly cash dividend of $0.29 per share will be paid on July 6, 2023 to shareholders of record as of June 7, 2023. H&R Block has paid quarterly dividends consecutively since the Company became public in 1962.
Since 2016, the Company has returned more than $3 billion to shareholders in the form of share repurchases and dividends, buying back over one third of its shares outstanding3.
Fiscal Year 2023 Outlook
"Due to lighter than expected Assisted client volumes this season, as well as an expected foreign exchange impact of about $20 million, we are updating our full year outlook. Despite this change, I’m pleased that we still expect EBITDA and EPS to grow," said Tony Bowen, H&R Block's chief financial officer. "As we have shared, regardless of nuances year to year, we produce significant cash flow, pay a growing dividend, and buy back a meaningful amount of shares. We are confident in our ability to drive ongoing value for shareholders with these practices."
Due to softer industry volumes, the Company now expects:
Revenue to be in the range of $3.440 to $3.465 billion, from $3.535 to $3.585 billion
EBITDA4 to be in the range of $895 to $910 million, from $915 to $950 million
Adjusted diluted earnings per share4 to be in the range of $3.65 to $3.80, from $3.70 to $3.95
The Company continues to expect:
Effective tax rate to be approximately 22%
Double-digit adjusted earnings per share4 growth annually through 2025
Conference Call
A conference call for analysts, institutional investors, and shareholders will be held at 4:30 p.m. Eastern time on Tuesday, May 9, 2023. During the conference call the company will discuss fiscal 2023 third quarter results, tax season results, outlook, and give a general business update. To join live, participants must register at Once registered, the participant will receive a dial-in number and unique PIN to access the call. Please join approximately 5 minutes prior to the scheduled start time.

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 at and will be available for replay 2 hours after the call is concluded and continuing for 90 days.

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 year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R Block News or follow @HRBlockNews on Twitter.
3Shares outstanding calculated as of April 30, 2016.
4Adjusted Diluted Earnings Per Share (EPS) and earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations are non-GAAP financial measures. Future period non-GAAP outlook includes adjustments for items not indicative of our core operations, which may include, without limitation, items described in the below section titled “Non-GAAP Financial Information” and in the accompanying tables. Such adjustments may be affected by changes in ongoing assumptions and judgments, as well as nonrecurring, unusual, or unanticipated charges, expenses or gains, or other items that may not directly correlate to the underlying performance of our business operations. The exact amounts of these adjustments are not currently determinable but may be significant. It is therefore not practicable to provide the comparable GAAP measures or reconcile this non-GAAP outlook to the most comparable GAAP measures.

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," "calls for," "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 June 30, 2022 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,
Heather Woodard, (660) 864-3836,


FINANCIAL RESULTS(unaudited, in 000s - except per share amounts)
Three months ended March 31,Nine months ended March 31,
U.S. tax preparation and related services:
Assisted tax preparation$1,453,049 $1,392,142 $1,530,577 $1,456,594 
Royalties150,163 158,786 161,337 169,548 
DIY tax preparation167,022 175,184 182,330 188,455 
Refund Transfers117,384 132,223 120,210 134,665 
Peace of Mind® Extended Service Plan16,750 17,222 58,840 59,373 
Tax Identity Shield®8,720 9,078 19,237 19,431 
Other10,972 10,584 28,845 27,736 
Total U.S. tax preparation and related services1,924,060 1,895,219 2,101,376 2,055,802 
Financial services:
Emerald Card® and SpruceSM
44,358 50,660 68,448 103,748 
Interest and fee income on Emerald AdvanceSM
33,750 30,535 47,267 43,438 
Total financial services78,108 81,195 115,715 147,186 
International69,417 65,232 156,297 151,464 
Wave22,064 20,111 66,651 58,745 
Total revenues$2,093,649 $2,061,757 $2,440,039 $2,413,197 
Compensation and benefits:
Field wages480,779 435,345 618,656 561,482 
Other wages73,503 78,584 207,786 200,715 
Benefits and other compensation100,368 91,051 169,477 146,708 
654,650 604,980 995,919 908,905 
Occupancy118,111 111,405 316,874 306,523 
Marketing and advertising210,508 196,582 236,299 223,796 
Depreciation and amortization32,313 36,116 98,660 107,462 
Bad debt34,273 45,051 57,018 59,760 
Other179,292 182,258 363,081 373,458 
Total operating expenses1,229,147 1,176,392 2,067,851 1,979,904 
Other income (expense), net13,224 238 21,020 1,989 
Interest expense on borrowings(22,298)(23,746)(57,107)(69,661)
Pretax income855,428 861,857 336,101 365,621 
Income taxes209,351 186,884 78,254 29,666 
Net income from continuing operations646,077 674,973 257,847 335,955 
Net loss from discontinued operations(2,648)(1,796)(6,418)(4,984)
Net income$643,429 $673,177 $251,429 $330,971 
Continuing operations$4.14 $4.06 $1.62 $1.92 
Discontinued operations(0.02)(0.01)(0.04)(0.03)
Consolidated$4.12 $4.05 $1.58 $1.89 
WEIGHTED AVERAGE DILUTED SHARES155,561 165,612 158,488 174,142 
Adjusted diluted EPS (1)
$4.20 $4.11 $1.80 $2.11 
$910,039 $921,719 $491,868 $542,744 
(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, 2023June 30, 2022
Cash and cash equivalents$909,075 $885,015 
Cash and cash equivalents - restricted25,270 165,698 
Receivables, net249,150 58,447 
Income taxes receivable32,584 202,838 
Prepaid expenses and other current assets86,736 72,460 
Total current assets1,302,815 1,384,458 
Property and equipment, net136,132 123,912 
Operating lease right of use assets372,175 427,783 
Intangible assets, net293,447 309,644 
Goodwill769,557 760,401 
Deferred tax assets and income taxes receivable226,527 208,948 
Other noncurrent assets57,254 54,012 
Total assets$3,157,907 $3,269,158 
Accounts payable and accrued expenses$236,388 $160,929 
Accrued salaries, wages and payroll taxes208,560 154,764 
Accrued income taxes and reserves for uncertain tax positions284,124 280,115 
Operating lease liabilities179,415 206,898 
Deferred revenue and other current liabilities207,095 196,107 
Total current liabilities1,115,582 998,813 
Long-term debt1,488,457 1,486,876 
Deferred tax liabilities and reserves for uncertain tax positions256,119 226,362 
Operating lease liabilities199,086 228,820 
Deferred revenue and other noncurrent liabilities135,055 116,656 
Total liabilities3,194,299 3,057,527 
Common stock, no par, stated value $.01 per share1,854 1,936 
Additional paid-in capital775,269 772,182 
Accumulated other comprehensive loss(44,281)(21,645)
Retained earnings (deficit)(109,384)120,405 
Less treasury shares, at cost(659,850)(661,247)
Total stockholders' equity (deficiency)(36,392)211,631 
Total liabilities and stockholders' equity$3,157,907 $3,269,158

Nine months ended March 31,20232022
Net income$251,429 $330,971 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization98,660 107,462 
Provision49,174 59,778 
Deferred taxes6,685 (85,122)
Stock-based compensation26,785 19,988 
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses, other current and noncurrent assets(17,438)(16,525)
Accounts payable, accrued expenses, salaries, wages and payroll taxes122,025 122,112 
Deferred revenue, other current and noncurrent liabilities22,054 36,960 
Income tax receivables, accrued income taxes and income tax reserves179,692 36,244 
Other, net(3,285)(5,378)
Net cash provided by operating activities498,386 373,128 
Capital expenditures(56,661)(52,718)
Payments made for business acquisitions, net of cash acquired(47,740)(25,465)
Franchise loans funded(21,566)(18,468)
Payments from franchisees14,963 17,714 
Other, net9,717 7,831 
Net cash used in investing activities(101,287)(71,106)
Repayments of line of credit borrowings(970,000)(705,000)
Proceeds from line of credit borrowings970,000 705,000 
Dividends paid(133,762)(143,435)
Repurchase of common stock, including shares surrendered(365,852)(555,247)
Proceeds from exercise of stock options1,427 4,605 
Other, net(7,400)(13,389)
Net cash used in financing activities(505,587)(707,466)
Effects of exchange rate changes on cash(7,880)(1,666)
Net decrease in cash and cash equivalents, including restricted balances(116,368)(407,110)
Cash, cash equivalents and restricted cash, beginning of period1,050,713 1,584,164 
Cash, cash equivalents and restricted cash, end of period$934,345 $1,177,054 
Income taxes paid (received), net$(110,028)$76,894 
Interest paid on borrowings59,429 58,009 
Accrued additions to property and equipment4,378 1,336 
New operating right of use assets and related lease liabilities131,949 126,726 
Accrued dividends payable to common shareholders44,163 43,041
(in 000s)
Three months ended March 31,Nine months ended March 31,
Net income - as reported$643,429 $673,177 $251,429 $330,971 
Discontinued operations, net2,648 1,796 6,418 4,984 
Net income from continuing operations - as reported646,077 674,973 257,847 335,955 
Add back:
Income taxes209,351 186,884 78,254 29,666 
Interest expense22,298 23,746 57,107 69,661 
Depreciation and amortization32,313 36,116 98,660 107,462 
263,962 246,746 234,021 206,789 
EBITDA from continuing operations$910,039 $921,719 $491,868 $542,744 
(in 000s, except per share amounts)
Three months ended March 31,Nine months ended March 31,
Net income from continuing operations - as reported$646,077 $674,973 $257,847 $335,955 
Amortization of intangibles related to acquisitions (pretax)13,011 13,979 38,546 43,141 
Tax effect of adjustments (1)
Adjusted net income from continuing operations$655,898 $684,407 $287,195 $368,994 
Diluted earnings per share from continuing operations - as reported$4.14 $4.06 $1.62 $1.92 
Adjustments, net of tax0.06 0.05 0.18 0.19 
Adjusted diluted earnings per share from continuing operations$4.20 $4.11 $1.80 $2.11 
(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, adjusted diluted earnings per share from continuing operations, free cash flow and free cash flow yield. 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.