Stockholders' Equity

6 Months Ended

Jan. 31, 2022

Equity [Abstract]

Stockholders' Equity

10. Stockholders’ Equity

Stock Repurchase Programs and Treasury Shares

Intuit’s Board of Directors has authorized a series of common stock repurchase programs. Shares of common stock repurchased under these programs become treasury shares. During the six months ended January 31, 2022 we repurchased a total of 1.4 million shares for $857 million, of which $838 million were repurchased under these stock repurchase programs. On August 20, 2021 our Board approved an increased authorization to purchase up to an additional $2 billion of our common stock under the existing stock repurchase program. At January 31, 2022, we had authorization from our Board of Directors to expend up to an additional $2.5 billion for stock repurchases, including the new $2 billion authorization noted above. Future stock repurchases under the current program are at the discretion of management, and authorization of future stock repurchase programs is subject to the final determination of our Board of Directors.

Our treasury shares are repurchased at the market price on the trade date; accordingly, all amounts paid to reacquire these shares have been recorded as treasury stock on our condensed consolidated balance sheets. Repurchased shares of our common stock are held as treasury shares until they are reissued or retired. When we reissue treasury stock, if the proceeds from the sale are more than the average price we paid to acquire the shares we record an increase in additional paid-in capital. Conversely, if the proceeds from the sale are less than the average price we paid to acquire the shares, we record a decrease in additional paid-in capital to the extent of increases previously recorded for similar transactions and a decrease in retained earnings for any remaining amount.

In the past we have satisfied option exercises and restricted stock unit vesting under our employee equity incentive plans by reissuing treasury shares, and we may do so again in the future. During the second quarter of fiscal 2014 we began issuing new shares of common stock to satisfy option exercises and RSU vesting under our 2005 Equity Incentive Plan. We have not yet determined the ultimate disposition of the shares that we have repurchased in the past, and consequently we continue to hold them as treasury shares.

Dividends on Common Stock

During the six months ended January 31, 2022 we declared quarterly cash dividends that totaled $1.36 per share of outstanding common stock for a total of $389 million. In February 2022 our Board of Directors declared a quarterly cash dividend of $0.68 per share of outstanding common stock payable on April 18, 2022 to stockholders of record at the close of business on April 11, 2022. Future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination of our Board of Directors.

Share-Based Compensation Expense

The following table summarizes the total share-based compensation expense that we recorded in operating income or loss for the periods shown.

	Three Months Ended				Six Months Ended
(In millions)	January 31, 2022		January 31, 2021		January 31, 2022		January 31, 2021
Cost of revenue	$	38	$	16	$	65	$	31
Selling and marketing	83		44		147		76
Research and development	132		67		241		105
General and administrative	83		53		163		79
Total share-based compensation expense	$	336	$	180	$	616	$	291

We capitalized $1 million in share-based compensation related to internal-use software projects during the six months ended January 31, 2022 and $1 million during the six months ended January 31, 2021.

Share-Based Awards Available for Grant

On January 20, 2022 our stockholders approved an Amended and Restated 2005 Equity Incentive Plan, which includes an extension of the term through January 20, 2032 and an increase of 18 million shares available for issuance under that plan as well as 1,902,811 additional shares that were previously available for issuance under the Credit Karma Plan, adjusted for the fungible ratio of the 2005 Equity Incentive Plan. After January 20, 2022, no awards may be granted under the Credit Karma Plan.

A summary of share-based awards available for grant under our plans for the six months ended January 31, 2022 was as follows:

(Shares in thousands)	Shares Available for Grant
Balance at July 31, 2021	16,851
Additional shares authorized	19,903
Restricted stock units granted (1)	(3,128)
Options granted	—
Share-based awards canceled/forfeited/expired (1) (2)	2,297
Balance at January 31, 2022	35,923

(1)RSUs granted from the pool of shares available for grant under our 2005 Equity Incentive Plan reduce the pool by 2.3 shares for each share granted. RSUs forfeited and returned to the pool of shares available for grant under the 2005 Equity Incentive Plan increase the pool by 2.3 shares for each share forfeited. Shares granted from the Credit Karma Plan reduce the pool by one share for each share granted. Shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by one share for each share forfeited.

(2)Stock options and RSUs canceled, expired or forfeited under our 2005 Equity Incentive Plan and Credit Karma Plan are returned to the pool of shares available for grant. Under the 2005 Equity Incentive Plan, shares withheld for income taxes upon vesting of RSUs that were granted on or after July 21, 2016 are also returned to the pool of shares available for grant. Stock options and RSUs canceled, expired or forfeited under older expired plans are not returned to the pool of shares available for grant. Under the Credit Karma Plan, shares withheld for income taxes are also returned to the pool of shares available for grant.

Restricted Stock Unit and Restricted Stock Activity

A summary of restricted stock unit (RSU) and restricted stock activity for the six months ended January 31, 2022 was as follows:

(Shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at July 31, 2021	9,038	$	345.86
Granted (1)	1,530	601.57
Vested	(1,622)	314.11
Forfeited	(593)	323.73
Nonvested at January 31, 2022	8,353	$	400.43

(1)Includes approximately 583,000 RSUs granted to the employees of Mailchimp in substitution of outstanding equity incentive awards with a grant date fair value of approximately $355 million and approximately 325,000 RSUs granted to the employees of Mailchimp in connection with the acquisition with a grant date fair value of approximately $211 million. See Note 5, "Business Combinations."

At January 31, 2022, there was approximately $3.0 billion of unrecognized compensation cost related to non-vested RSUs and restricted stock with a weighted average vesting period of 2.8 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.

Stock Option Activity

A summary of stock option activity for the six months ended January 31, 2022 was as follows:

	Options Outstanding
(Shares in thousands)	Number of Shares	Weighted Average Exercise Price Per Share
Balance at July 31, 2021	2,204	$	251.48
Granted	—	—
Exercised	(81)	207.68
Canceled or expired	(11)	525.51
Balance at January 31, 2022	2,112	$	251.74
Exercisable at January 31, 2022	1,406	$	180.98

At January 31, 2022, there was approximately $60 million of unrecognized compensation cost related to non-vested stock options with a weighted average vesting period of 2.8 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.