10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-K

☑ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended July 31, 2022

OR

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                                          to                                          

Commission File Number 0-21180

INTUIT INC.

(Exact name of registrant as specified in its charter)

Delaware	77-0034661
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2700 Coast Avenue, Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 944-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	INTU	Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting
company ☐ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of Intuit Inc. outstanding common stock held by non-affiliates of Intuit as of January 31, 2022, the last business day of our most recently completed second fiscal quarter, based on the closing price of $555.23 reported by the Nasdaq Global Select Market on that date, was $152.8 billion.

There were 281,869,879 shares of Intuit voting common stock outstanding as of August 26, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on January 19, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K.

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INTUIT INC.

FISCAL 2022 FORM 10-K

INDEX

		Page
PART I
ITEM 1:	Business	4
ITEM 1A:	Risk Factors	16
ITEM 1B:	Unresolved Staff Comments	29
ITEM 2:	Properties	29
ITEM 3:	Legal Proceedings	29
ITEM 4:	Mine Safety Disclosures	29
PART II
ITEM 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
ITEM 6:	[Reserved]	31
ITEM 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
ITEM 7A:	Quantitative and Qualitative Disclosures About Market Risk	50
ITEM 8:	Financial Statements and Supplementary Data	51
ITEM 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	95
ITEM 9A:	Controls and Procedures	95
ITEM 9B:	Other Information	95
ITEM 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	96
PART III
ITEM 10:	Directors, Executive Officers and Corporate Governance	97
ITEM 11:	Executive Compensation	97
ITEM 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97
ITEM 13:	Certain Relationships and Related Transactions, and Director Independence	97
ITEM 14:	Principal Accountant Fees and Services	97
PART IV
ITEM 15:	Exhibits and Financial Statement Schedules	98
ITEM 16:	Form 10-K Summary	102
	Signatures	103

Intuit, QuickBooks, TurboTax, Mint, Credit Karma and Mailchimp among others, are registered trademarks and/or registered service marks of Intuit Inc., or one of its subsidiaries, in the United States and other countries. Other parties’ marks are the property of their respective owners.

 Intuit Fiscal 2022 Form 10-K 2

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Please also see the section entitled “Risk Factors” in Item 1A of Part I of this Annual Report for important information to consider when evaluating these statements. All statements in this report, other than statements that are purely historical, are forward-looking statements. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “forecast,” “estimate,” “seek,” and similar expressions also identify forward-looking statements. In this report, forward-looking statements include, without limitation, the following:

•our expectations and beliefs regarding future conduct and growth of the business;

•statements regarding the impact of the COVID-19 pandemic and macroeconomic conditions on our business;

•our beliefs and expectations regarding seasonality, competition and other trends that affect our business;

•our expectation that we will continue to invest significant resources in our product development, marketing and sales capabilities;

•our expectation that we will continue to invest significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities;

•our expectation that we will work with the broader industry and government to protect our customers from fraud;

•our expectation that we will generate significant cash from operations;

•our expectation that total service and other revenue as a percentage of our total revenue will continue to grow;

•our expectations regarding the development of future products, services, business models and technology platforms and our research and development efforts;

•our assumptions underlying our critical accounting policies and estimates, including our judgments and estimates regarding revenue recognition; the fair value of goodwill; and expected future amortization of acquired intangible assets;

•our intention not to sell our investments and our belief that it is more likely than not that we will not be required to sell them before recovery at par;

•our belief that the investments we hold are not other-than-temporarily impaired;

•our belief that we take prudent measures to mitigate investment related risks;

•our belief that our exposure to currency exchange fluctuation risk will not be significant in the future;

•our assessments and estimates that determine our effective tax rate;

•our belief that our income tax valuation allowance is sufficient;

•our belief that it is not reasonably possible that there will be a significant increase or decrease in our unrecognized tax benefits over the next 12 months;

•our belief that our cash and cash equivalents, investments and cash generated from operations will be sufficient to meet our seasonal working capital needs, capital expenditure requirements, contractual obligations, debt service requirements and other liquidity requirements associated with our operations for at least the next 12 months;

•our expectation that we will return excess cash generated by operations to our stockholders through repurchases of our common stock and the payment of cash dividends, after taking into account our operating and strategic cash needs;

•our judgments and assumptions relating to our loan portfolio;

•our belief that the credit facilities will be available to us should we choose to borrow under them;

•our expectations regarding acquisitions and their impact on business and strategic priorities; and

•our assessments and beliefs regarding the future developments and outcomes of pending legal proceedings and inquiries by regulatory authorities, the liability, if any, that Intuit may incur as a result of those proceedings and inquiries, and the impact of any potential losses or expenses associated with such proceedings or inquiries on our financial statements.

We caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. We encourage you to read carefully all information provided in this report and in our other filings with the Securities and Exchange Commission before deciding to invest in our stock or to maintain or change your investment. These forward-looking statements are based on information as of the filing date of this Annual Report and, except as required by law, we undertake no obligation to revise or update any forward-looking statement for any reason.

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PART I

ITEM 1 - BUSINESS

BACKGROUND

Overview and Mission

Intuit helps consumers and small businesses prosper by delivering financial management, compliance, and marketing products and services. We also provide specialized tax products to accounting professionals, who are key partners that help us serve small business customers.

Our mission is to power prosperity around the world. Across our platform, we use the power of technology to deliver three core benefits to our customers: helping put more money in their pockets, saving them time by eliminating work so they can focus on what matters to them, and ensuring that they have complete confidence in every financial decision they make.

All of our customers have a common set of needs. Our global technology platform, which includes TurboTax, Credit Karma, QuickBooks, and Mailchimp, is designed to help consumers and small businesses manage their finances, get and retain customers, save money, pay off debt and do their taxes with ease and confidence so they receive the maximum refund they deserve. For those customers who have made the bold decision to become entrepreneurs and go into business for themselves, we are focused on helping them find and keep customers, get paid faster, pay their employees, manage and get access to capital, and ensure their books are done right. We serve more than 100 million customers and generated revenue of $12.7 billion in our fiscal year which ended July 31, 2022.

The rise of artificial intelligence (AI) is fundamentally reshaping our world — and Intuit is taking advantage of this technological revolution to find new ways to improve the customer experience and deliver on our mission. We are focused on capitalizing on this opportunity to improve prosperity globally and inspire our workforce, while investing in our company’s reputation and durable growth in the future.

Intuit Inc. was incorporated in California in March 1984. We reincorporated in Delaware and completed our initial public offering in March 1993. Our principal executive offices are located at 2700 Coast Avenue, Mountain View, California, 94043, and our main telephone number is 650-944-6000. When we refer to “we,” “our” or “Intuit” in this Annual Report on Form 10-K, we mean the current Delaware corporation (Intuit Inc.) and its California predecessor, as well as all of our consolidated subsidiaries.

Our Business Portfolio

We organize our businesses into four reportable segments:

Small Business & Self-Employed: This segment serves small businesses and the self-employed around the world, and the accounting professionals who assist and advise them. Our QuickBooks offerings include financial and business management online services and desktop software, payroll solutions, time tracking, merchant payment processing solutions, and financing for small businesses. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

Consumer: This segment serves consumers and includes do-it-yourself and assisted TurboTax income tax preparation products and services sold in the U.S. and Canada. Our Mint offering is a personal finance offering which helps customers track their finances and daily financial behaviors.

Credit Karma: This segment serves consumers with a personal finance platform that provides personalized recommendations of credit card, home, auto and personal loan, and insurance products; online savings and checking accounts through an FDIC member bank partner; and access to their credit scores and reports, credit and identity monitoring, credit report dispute, and data-driven resources.

ProConnect: This segment serves professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our professional tax offerings include Lacerte, ProSeries, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada.

Our Business and Growth Strategy

At Intuit, our strategy starts with customer obsession. We listen to and observe our customers, understand their challenges, and then use advanced technology, including AI, to develop innovative solutions to help consumers and small businesses prosper. Our strategy for delivering on our bold goals is to be an AI-driven expert platform where we and others can solve our customers’ most important problems. We plan to accelerate the development of the platform by applying AI in three key areas:

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•An Open Platform: None of us can do it alone, including Intuit. The best way to deliver for customers is by creating an open, collaborative platform. It’s the power of partnerships that accelerates the world’s success. Our open technology platform integrates with partners so, together, we can deliver value and benefits that matter the most to our customers.

•Application of AI: AI helps our customers work smarter because we can automate, predict and personalize their experience. Using AI technologies, we are: leveraging machine learning to build decision engines and algorithms that learn from rich datasets to transform user experiences; applying knowledge engineering and turning compliance rules into code; and using natural language processing to revolutionize how customers interact with products and services.

•Incorporating Experts: One of the biggest problems our customers face is lack of confidence. Even with current advances in technology that deliver personalized tools and insights, many customers want to connect with a real person to help give them the confidence they are making the right decision. By bringing experts onto our platform we can solve this massive problem for customers. The power of our virtual expert platform allows us to scale the intelligence of our products, elevating experts to advisors and delivering big benefits for customers.

As we build our AI-driven expert platform, we prioritize our resources on five strategic priorities across the company. These priorities focus on solving the problems that matter most to customers and include:

•Revolutionizing speed to benefit: When customers use our products and services, we use the power of data-driven customer insights to deliver value instantly and aim to make interactions with our offerings frictionless, without the need for customers to manually enter data. We are accelerating the application of AI and investing in decentralized technologies such as blockchain and cryptocurrency, with a goal to revolutionize the customer experience and help customers put more money in their pockets faster. This priority is foundational across our business, and execution against it positions us to succeed with our other four strategic priorities.

•Connecting people to experts: The largest problem our customers face is lack of confidence to file their own taxes or to manage their books. To build their confidence, we connect our customers to experts. We offer customers access to experts to help them make important decisions – and experts, such as accountants, gain access to new customers so they can grow their businesses. We are also expanding how we think about virtual experiences by exploring metaverse technologies and broadening the segments we serve beyond tax and accounting, to play a more meaningful role in our customers’ lives.

•Unlocking smart money decisions: Crippling high-cost debt and lack of savings are at unprecedented levels across the US. To address these challenges, we are creating an autonomous financial platform with Credit Karma that helps consumers find the right financial products, puts more money in their pockets and connects them to insights and education.

•Be the center of small business growth: We are focused on helping customers grow their businesses by offering a broad, seamless set of tools that are designed to help them get and retain customers, get paid faster, manage and get access to capital, pay employees with confidence, and use third-party apps to help run their businesses. At the same time, we want to position ourselves to better serve product-based businesses to benefit customers who sell products through multiple channels.

•Disrupt the small business mid-market: We aim to disrupt the mid-market with QuickBooks Online Advanced, our online offering designed to address the needs of small business customers with 10 to 100 employees. This offering enables us to increase retention of these larger customers, and attract new mid-market customers who are over-served by available offerings.

As the external environment evolves, we continue to innovate and adapt our strategy and anticipate our customers’ needs. For nearly 40 years, we have been dedicated to developing innovative solutions that are designed to solve our customers' most important financial problems, are easy to use, and are available where and when customers need them. As a result, our customers actively recommend our products and solutions to others, which is one important way that we measure the success of our strategy.

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PRODUCTS AND SERVICES

During fiscal 2022, we offered our products and services in the four segments described in “Business Overview” above. The following table shows the revenue for each of these segments over the last three fiscal years.

	Fiscal 2022		Fiscal 2021		Fiscal 2020
Small Business & Self-Employed	51	%	49	%	53	%
Consumer	31	%	37	%	41	%
Credit Karma (1)	14	%	9	%	—	%
ProConnect	4	%	5	%	6	%

(1) Credit Karma revenue from December 3, 2020

Total international net revenue was approximately 8%, 5%, and 4% of consolidated total net revenue for the twelve months ended July 31, 2022, 2021 and 2020.

For financial information about our reportable segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and Note 15 to the consolidated financial statements in Item 8 of this Annual Report.

Small Business & Self-Employed

Our Small Business & Self-Employed segment serves small businesses and the self-employed around the world, and the accounting professionals who assist and advise them. Our goal is for QuickBooks to be the source of truth for each small business customer who uses our integrated platform. We work to make this a reality through our three-pillared growth strategy: Grow the Core by transforming financial management software and meeting customers where they are; Connect the Ecosystem, by meeting a wider range of customer needs with a single integrated platform; and Expand Globally, by serving small businesses around the world. With this strategy, we enable a powerful ecosystem, personalized using artificial intelligence, that scales across our customers’ most pressing needs.

Small business owners are constantly faced with challenges and barriers in their journey to success. Universally, small businesses at every stage of growth struggle to get customers, get paid, get capital, pay workers, get access to advice, and stay compliant and organized. Our innovative, end-to-end customer growth platform provides actionable, AI-driven insights our customers need to grow and run their businesses with confidence.

Get Customers

Mailchimp. Mailchimp is an all-in-one marketing platform for growing businesses. Mailchimp’s marketing platform enables small and mid-market businesses to digitally promote their businesses across email, social media, landing pages, ads, websites, and more, all from one place.

Get Paid

Payment Processing Solutions. Our full range of merchant services for small businesses includes credit card, debit card, Apple Pay, and ACH payment services for in-person and card-not-present payments. We offer instant deposit options for eligible customers. QuickBooks Payments is deeply integrated into QuickBooks through seamless onboarding and automated transaction reconciliation and is the default payment solution for QuickBooks invoicing.

QuickBooks Checking. The QuickBooks Checking business bank account comes with a physical and virtual debit card for powerful purchasing power, fast payments with no fee Instant Deposit, and powerful cash flow management with Envelopes for partitioning funds for future expenses, all with no fees.

Get Capital

Capital. We offer financing options for small businesses to help them get the capital they need to succeed. The financing process provides small businesses the ability to use their QuickBooks data to qualify to borrow capital, whether directly from Intuit or from a third-party partner.

Get Paid Upfront. Get Paid Upfront provides access to capital through qualifying QuickBooks invoices, allowing small businesses to take control of their cash flow and put earned money to work faster. Invoice proceeds are funded in advance, while the small business’ customer sees nothing different and pays their invoice as they usually would.

Pay Workers

Employer Solutions (Payroll and Time Tracking). Our payroll solutions, available as online or desktop solutions, are sold on a subscription basis and integrate with our QuickBooks Online and Desktop offerings or may be purchased standalone. Our

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QuickBooks Online payroll offerings include automated tax payments and filings, as well as access to employee benefits offerings like health insurance and 401(k) plans. We also offer QuickBooks Time which seamlessly integrates with QuickBooks Payroll and third-party payroll products to help businesses easily and accurately track time across a mobile workforce, including tools for project planning, job costing, and tracking per-client billable hours.

Access Advice

QuickBooks Live. QuickBooks Live Full-Service Bookkeeping gives small businesses one-on-one support from our team of expert bookkeepers to manage and maintain books with guaranteed accuracy. Our QuickBooks Live bookkeepers have an average of 10 years of experience working with small businesses across a wide array of industries. They’re certified QuickBooks ProAdvisors, and many are Certified Public Accountants.

QuickBooks ProAdvisor. Accounting professionals can assist with bookkeeping, taxes, payroll, and more. Our free Find a ProAdvisor service helps customers find a QuickBooks Certified accountant or bookkeeper who knows their niche, speaks their language, or is close by—whatever works best. To enable our network of hundreds of thousands of accountants, we offer memberships to the QuickBooks ProAdvisor program, which provides accountants access to QuickBooks Online Accountant, technical support, training, product certification, marketing tools, and discounts on Intuit products and services purchased on behalf of clients.

Stay Compliant & Organized

QuickBooks Self-Employed. Designed specifically for self-employed customers like independent contractors and freelancers, QuickBooks Self-Employed helps customers stay tax-time ready, all year long. Features include categorizing business and personal transactions, identifying and classifying tax deductible expenses, tracking mileage, calculating estimated quarterly taxes and sending invoices. In the United States, QuickBooks Self-Employed can be combined with TurboTax to export and pay year-end taxes.

QuickBooks Online. Designed for all kinds of small businesses, QuickBooks Online helps simplify accounting and tax compliance. Users can track income and expenses, create and send invoices and estimates, manage and pay bills, and review a variety of financial reports. QuickBooks Online also has powerful industry-specific capabilities such as features for product-based businesses. QuickBooks Online is an open platform, enabling third-party developers to create online and mobile applications that integrate with our offering.

QuickBooks Online Advanced. Designed for small businesses with 10 to 100 employees that have more complex needs, QuickBooks Online Advanced has features specifically designed for high-growth, mid-market small businesses and leverages AI, automation and data insights to deliver more ways for them to grow and scale. QuickBooks Online Advanced integrates across the QuickBooks ecosystem and with best-in-class apps, and also has powerful industry-specific features that deliver automation, deeper insights, and enhanced tracking for what matters most to a users’ unique industry.

QuickBooks Desktop Software. Our QuickBooks financial management solutions are also available as desktop versions for small businesses. QuickBooks Enterprise, designed for small businesses with 10 to 100 employees, is available for download and can also be provided as a hosted solution. This offering provides industry-specific reports and features for a range of industries, including Contractor, Manufacturing and Wholesale, Nonprofit, and Retail.

Financial Supplies. We offer a range of financial supplies designed for individuals and small businesses that use our QuickBooks offerings. These include standard paper checks and Secure Plus checks with CheckLock fraud protection features, a variety of stationery, tax forms and related supplies.

Consumer

Our Consumer segment includes our TurboTax products and services that are designed to enable customers to prepare and file their federal and state income tax returns quickly and accurately. These offerings are available either online or as desktop versions. They are designed to be easy to use, yet sophisticated enough for complex tax returns. For customers using our online offerings and looking for additional advice or guidance along the way, we have experts standing by to offer tax review and advice all year round. We also have experts available to prepare, sign and file tax returns for customers who prefer to have their taxes prepared for them. We also offer Mint, which is an online personal finance offering aimed at helping customers track their finances and daily financial behaviors and was a part of this segment through July 31, 2022. On August 1, 2022, our Mint offering moved from our Consumer segment to our Credit Karma segment.

Tax Return Preparation Offerings. For the 2021 tax season, we offered a variety of commercial software products and tax filing services to meet the different needs of our customers, including those filing simple returns, those who itemize deductions, own investments or rental property, and small business owners. Customers can electronically file their federal and state income tax returns through our electronic filing service. We also offered TurboTax Live for customers seeking to obtain tax advice from professionals, TurboTax Live Full Service for customers seeking to have their tax returns prepared for them, as well as audit defense and audit support services. Our online tax preparation and filing services were offered through the websites of thousands of financial institutions, electronic retailers, and other online merchants. Financial institutions can offer

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our online tax preparation and filing services to their customers through a link to TurboTax Online. Our TurboTax U.S. and Canada offerings consist of desktop and online offerings.

Credit Karma

Our Credit Karma segment provides consumers with a financial platform that helps them find the right financial products and put more money in their pockets. The platform offers a number of free services to its members: access to their credit scores and reports, credit and identity monitoring, credit report dispute, data-driven resources, personalized recommendations of credit card, loan, and insurance products and online savings and checking accounts through our bank partner, MVB Bank, Inc., Member FDIC. To provide these services to its members, Credit Karma works with a variety of partners, including credit bureaus, banks, credit card issuers, insurance carriers, and other financial institutions and lending partners. Additionally, Credit Karma leverages Lightbox, a first-of-its-kind enterprise platform which allows lenders to leverage thousands of de-identified data points from Credit Karma members to help provide its members with greater certainty that they will be approved if they apply for a financial product.

ProConnect

Our ProConnect segment includes our professional tax offerings and serves professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our professional tax offerings consist of Lacerte, ProSeries, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada. These offerings enable accountants to accurately and efficiently complete and electronically file a full range of consumer, small business, and commercial federal and state tax returns. Lacerte is designed for full-service year-round accounting firms who handle more complex returns. ProSeries is designed for year-round tax practices handling moderately complex tax returns. ProConnect Tax Online is our cloud-based solution, which is designed for full-service year-round practices who prepare all forms of consumer and small business returns and integrates with our QuickBooks Online offerings. ProFile is our Canadian desktop tax offering, which serves year-round full-service accounting firms for both consumer and business tax returns. ProTax Online is our Canadian cloud based tax solution, which is designed for full-service year-round practices who prepare all forms of consumer and business tax returns, and is fully integrated into QuickBooks Online Accountant to provide seamless integration of data across books and tax through our Workpapers solution. We also offer a variety of tax-related services that complement the tax return preparation process including year-round document storage, collaboration services, e-signature, and bank products, and additional capabilities such as fixed asset management, desktop hosting, and third party solutions for practice management for some of our U.S. tax offerings.

PRODUCT DEVELOPMENT

The markets for software and related services are characterized by rapid technological change, shifting customer needs and frequent new product introductions and enhancements. Continuous investment is required to innovate and develop new products and services as well as enhance existing offerings to be successful in these markets. Our product development efforts are more important than ever as we pursue our growth strategy.

We develop many of our products and services internally, and we have a number of United States and foreign patents and pending applications that relate to various aspects of our products and technology. We also supplement our internal development efforts by acquiring or licensing products and technology from third parties, and establishing other relationships that enable us to enhance or expand our offerings more rapidly. We expect to expand our third-party technology relationships as we continue to pursue our growth strategy.

Our online offerings have rapid development cycles, while our traditional desktop software products tend to have predictable annual development and product release cycles. In addition, developing consumer and professional tax software and services presents unique challenges because of the demanding development cycle required to accurately incorporate federal and state tax law and tax form changes within a rigid timetable. The development timing for our small business payroll and merchant payment processing services offerings varies with business needs and regulatory requirements, and the length of the development cycle depends on the scope and complexity of each project.

We continue to make substantial investments in research and development, and we expect to focus our future research and development efforts on enhancing existing products and services with financial recommendations, personalization, and ease of use enabled by AI and other advanced technologies. We continue to focus on developing new products and services, including global offerings, and significant research and development efforts for ongoing projects to update the technology platforms for several of our offerings.

SEASONALITY

Our Consumer and ProConnect offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically concentrated in the period from November through April. This seasonal

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pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

In fiscal 2022, the IRS began accepting returns on January 24, 2022, and the tax filing deadline was April 18, 2022. However, in fiscal 2021, the IRS began accepting returns on February 12, 2021, and the tax filing deadline was May 17, 2021. In fiscal 2020, the IRS began accepting returns on January 27, 2020, and the tax filing deadline was July 15, 2020. As a result of the extensions of the tax filing deadlines in 2021 and 2020, a significant amount of our fiscal 2021 and 2020 Consumer segment and ProConnect segment revenues were recognized in the fourth quarter as compared to the third quarter of fiscal 2022.

We expect the seasonality of our Consumer and ProConnect businesses to continue to have a significant impact on our quarterly financial results in the future.

MARKETING, SALES AND DISTRIBUTION CHANNELS

Markets

Our primary customers are consumers and small businesses. We also provide specialized tax and accounting products to professional accountants, who are key partners to help us reach small business customers. The markets in which we compete have always been characterized by rapid technological change, shifting customer needs, and frequent new product introductions and enhancements by competitors. Over the past several years, the widespread usage of mobile devices and social media have accelerated the pace of change and revolutionized the way that customers learn about, evaluate, and purchase products and services.

Real-time, personalized online shopping experiences are the standard. In addition, many customers now begin shopping in one channel and ultimately purchase in another. This has created a need for integrated, multi-channel, shop-and-buy experiences. Market and industry changes quickly make existing products and services obsolete. Our success depends on our ability to respond rapidly to these changes with new business models, updated competitive strategies, new or enhanced products and services, alternative distribution methods, and other changes in the way we do business.

Marketing Programs

We use a variety of marketing programs to generate direct sales, develop leads, increase general awareness of the Intuit brand and our product portfolio, and drive sales in retail. These programs include offline marketing such as TV, radio, billboard, magazine and newspaper advertising; digital marketing such as display and pay-per-click advertising, search engine optimization, and social and affiliate marketing; mobile marketing through online app stores; email marketing; retail marketing; public relations; sponsorships, and in product marketing to drive awareness of related products and services. Our campaigns are designed to attract new users, retain existing users, and cross sell additional offerings.

Sales and Distribution Channels

Multi-Channel Shop-and-Buy Experiences. Our customers primarily research products and services online. Some customers buy and use our products and services entirely online. Others research online but make their purchase at a retail location. Because many customers shop across multiple channels, we continue to coordinate our online, offline, and retail presence and promotions to support an integrated, multi-channel shop-and-buy model. We also focus on cross-selling complementary Intuit and third-party offerings online and in-product.

Direct Sales Channel. We offer many of our products and services directly through our websites, apps, and call centers. Direct, online sales are an effective channel for customers who can make purchase decisions based on content provided on our websites, via other online content or word of mouth recommendations. Assisted sales continues to be an effective channel for serving customers that want live help to select the products and services that are right for their needs. We also have a direct sales force that calls on U.S. and international accounting firms and seeks to increase their awareness, usage, and recommendation of our small business and professional tax solutions. For mid-market businesses, we have implemented and expanded on our omnichannel go to market strategy by diversifying and growing our technology partner channel and industry focused direct sales teams.

Mobile Application Stores. We distribute many of our offerings for mobile devices through proprietary online stores that provide applications for specific devices. These include the Apple App Store and Google’s Play Store.

Partner and Other Channels. We offer many of our products and services through partners including value-added resellers, system integrators (including accountants and marketing professionals), and managed service providers who help us reach new customers at the point of need and drive growth and market share by extending our online reach. These partners combine our products and services with marketing, sales, and technical expertise to deliver a complete solution at the local level. We also sell our QuickBooks and TurboTax desktop software as well as payroll services at retail locations across the United States and Canada and on retailer websites. In Canada, we also rely on distributors who sell products into the retail channel.

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COMPETITION

We face intense competition in all of our businesses in all aspects across all markets for our products and services, which are rapidly evolving, fragmented, and have complex interdependencies with many businesses. Competitive pressures in many of the markets we serve have grown markedly over the past few years and we expect this trend to continue. The competitive landscape is also constantly evolving as we expand into new market segments and new companies emerge and existing companies expand their capabilities (either directly or through acquisitions or partnerships) to include the markets in which we compete. Given the breadth of the products and services that we offer as a global technology company and the customer problems that we aim to serve, we compete with the offerings from a variety of companies across a range of industries, including large global companies, smaller geographically focused companies, startups and professional services. Our current global competitors include Blucora (TaxAct), Block, H&R Block, The Sage Group, Microsoft (Dynamics), Oracle (NetSuite) and Xero. Additional companies that may have offerings that we may compete with to solve some of our customer’s problems include:

•business software providers, such as those that provide accounting and financial software, website building, email marketing, inventory management, payroll and employee management;

•tax preparation services providers;

•accounting, consulting and tax firms;

•government entities that offer publicly funded electronic tax preparation and filing services with no fees to individual taxpayers;

•software companies and banks that provide payments services, including merchant processing, checking, savings, loans, point of sale devices and lending;

•software companies that provide personal finance management products and tools, including credit-score monitoring and personal financial services and content;

•companies that provide a marketplace of consumer financial offerings;

•financial institutions;

•credit bureaus; and

•large platform companies, such as Meta, Amazon and Alphabet, that could develop competing technology solutions to any of the problems that our customers may face.

We believe our most important competitive factors are functionality, ease of use, high availability, security, the integration of these products with related software, brand name recognition, effective distribution, quality of support, and cost. We believe that we compete favorably based on these factors and our ability to remain competitive will largely depend on our ongoing performance.

CUSTOMER SUCCESS

For many of our offerings, we provide product support and technical support through channels including telephone, e-mail, online and video chat, text messaging, our customer support websites, self-help assets embedded in our products, and online communities where consumers can share knowledge and product advice with each other.

We also provide access to experts, through our TurboTax and QuickBooks Live offerings, who provide tax advice, tax preparation and bookkeeping services.

Our customer success staff predominantly consists of Intuit-employed and outsourced experts. We supplement with seasonal employees and additional outsourcing during periods of peak call volumes, such as during the tax return filing season or following a major product launch. We outsource to several firms domestically and internationally. Most of our internationally outsourced small business customer success personnel are currently located in the Philippines.

We also source staff through our Prosperity Hub program, which is designed to spark economic prosperity in underserved communities. One part of this program is our socially responsible sourcing model, where we both directly and through customer success partner-employers, hire, train, and retain workers who deliver support and services for our customers.

Self-help information is offered for free in-product and on our support websites for many of our offerings. Support alternatives and fees vary by product. For example, some product subscriptions receive 24x7 support and additional contact channel options.

MANUFACTURING AND DISTRIBUTION

Online Products and Services

Our online offerings include QuickBooks Online, online payroll services, merchant payment processing services, Mailchimp’s e-commerce, marketing automation, and customer relationship management offerings, TurboTax Online, ProConnect Tax Online, consumer and professional electronic tax filing services, Credit Karma offerings, and Mint. We completed the transition of our systems, networks and databases used to operate these online offerings to public cloud providers, such as Amazon Web Services and Google Cloud Platform.

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Desktop Software and Supplies

Although an increasing proportion of our desktop software customers choose to electronically download software, many customers continue to choose to purchase these products in the form of physical media. The key processes in manufacturing desktop software are manufacturing compact discs (CDs) and digital video discs (DVDs), printing boxes and related materials, and assembling and shipping the final products.

For retail manufacturing and distribution, we have agreements with Arvato Digital Services, Inc. (Arvato), a division of Bertelsmann AG, under which Arvato provides a majority of the manufacturing volume for our launches of QuickBooks and TurboTax and day-to-day replenishment after product launches, as well as our retail distribution logistics. Arvato also provides most of the manufacturing volume and distribution services for our direct desktop software orders.

Customers typically receive desktop software electronically. However, when physical product is ordered, we typically ship the physical product within a few days of receiving an order and backlog is minimal.

PRIVACY AND SECURITY OF CUSTOMER AND WORKFORCE INFORMATION AND TRANSACTIONS

We are stewards of our customers’ data and have designed data stewardship principles to align our organization in collecting, using and protecting such information. As we believe strongly in being good stewards of our customers’ data, we operate our program to comply with laws and regulations that govern our use, sharing and protection of customers’ personal information, including, for example, laws with respect to financial services and the handling of tax data. We have established guidelines and practices to help ensure that customers and members of our workforce are aware of, and can control, how we use information about them. We also use privacy statements to provide notice to customers of our privacy practices, as well as provide them the opportunity to furnish instructions with respect to use of their personal information. We participate in industry groups whose purpose is to develop or shape industry best practices, and to inform public policy for privacy and security.

We use security safeguards to help protect the systems and the information that customers and members of our workforce give to us from loss, misuse and unauthorized alteration. We use technical, logical and procedural measures, such as multi-factor authentication, which are designed to help detect and prevent fraud and misuse of customer information. Whenever customers transmit sensitive information to us, such as credit card information or tax return data through one of our websites or products, we follow current industry standards to encrypt the data as it is transmitted to us, and when we store it at rest. We routinely patch our systems with security updates and we work to protect our systems from unauthorized internal or external access using numerous commercially available computer security products as well as internally developed security procedures and practices.

GOVERNMENT REGULATION

Our Consumer and ProConnect segments are subject to federal, state and international government requirements, including regulations related to the electronic filing of tax returns, the provision of tax preparer assistance, and the use and disclosure of customer information. Our Small Business & Self-Employed segment offers products and services to small businesses and consumers, such as payroll, payments, and financing, which are also subject to certain regulatory requirements. Our Credit Karma segment offers personal finance products and services to consumers, such as recommendations of credit card, loan and insurance products and access to credit scores and reports, which are also subject to certain regulatory requirements.

INTELLECTUAL PROPERTY

Our success depends on the proprietary technology embodied in our offerings. We protect this proprietary technology by relying on a variety of intellectual property mechanisms, including copyright, patent, trade secret and trademark laws, restrictions on disclosure and other methods. For example, we regularly file applications for patents, copyrights and trademarks and service marks in order to protect intellectual property that we believe is important to our business. We hold a growing patent portfolio that we believe is important to Intuit’s overall competitive advantage, although we are not materially dependent on any one patent or particular group of patents in our portfolio at this time. We also have a number of registered trademarks that include Intuit, QuickBooks, Lacerte, TurboTax, QB, ProSeries, ProConnect, Mint, Credit Karma, and Mailchimp. We have registered these and other trademarks and service marks in the United States and, depending on the relevance of each brand to other markets, in many foreign countries. Most registrations can be renewed perpetually at 10-year intervals. We also license intellectual property from third parties for use in our products.

Although our portfolio of patents is growing, the patents that have been issued to us could be determined to be invalid and may not be enforceable against competitive products in every jurisdiction. In addition, third parties have asserted and may, in the future, assert infringement claims against us and our customers. These claims and any litigation may result in invalidation of our proprietary rights or a finding of infringement along with an assessment of damages. Litigation, even if without merit, could result in substantial costs and diversion of resources and management attention. In addition, third-party licenses may not continue to be available to us on commercially acceptable terms, or at all.

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HUMAN CAPITAL

We consider our employees one of our four True North key stakeholders because they help us deliver for our customers, our shareholders, and the communities we serve. As of July 31, 2022, we had approximately 17,300 employees in 10 countries. During fiscal 2022, we employed on average approximately 9,100 seasonal employees from January to April primarily to support our Consumer segment customers during the peak of tax season. We believe our future success and growth will depend on our ability to attract and retain a qualified workforce in all areas of our business.

Intuit’s overall workforce development strategies are developed and managed by our Chief People & Places Officer, who reports to the CEO. The Compensation and Organizational Development Committee of the Board of Directors has oversight with respect to company-wide organization and talent assessment, employee recruitment, engagement and retention, leadership development, management depth and strength assessment, workplace environment and culture, employee health and safety, and pay equity. Of the total number of employees, approximately 1,600 are employed by Credit Karma, which has certain unique compensation and workforce development programs. We regularly collect, measure and share the sentiment of our workforce through multiple channels, including engagement surveys and other touch points, which help to guide the work we do to support our workforce.

Culture and Values

In order to deliver on our mission to power prosperity around the world, we are guided by our company values as we strive to create a culture where employees can do the best work of their lives. Our values and culture are woven into our hiring and retention practices and are foundational to our ability to attract, retain, and advance top, diverse talent.

•Our value of Integrity Without Compromise means valuing trust above all else, speaking the truth, and doing the right thing even when no one is looking.

•Our value of Courage means being bold and fearless in how we think and act, holding a high bar for performance and valuing speed, with a bias for learning and action.

•Our value of Customer Obsession means falling in love with our customers’ problems and delivering solutions that delight our customers.

•Our value of Stronger Together means championing diversity, inclusion and a respectful environment, thriving on diverse voices to challenge and inform decisions and delivering exceptional work so others can count on us.

•Our value of We Care and Give Back means we strive to be stewards of the future, strengthen the communities around us and give everyone the opportunity to prosper. We provide eligible full-time employees paid time off that can be used to do volunteer work during normal work hours for vetted non-profits and donation matching up to an annual limit.

Diversity, Equity and Inclusion

At the foundation of our culture is a commitment to diversity, equity and inclusion (DEI). We believe that diversity is a fact, but treating people equitably and inclusively are choices we make. To deliver for our customers, we seek to foster a workforce that is as diverse as the communities we serve. When we do this, we believe we develop deeper empathy, accelerating innovation to solve the biggest problems our customers face. We have had a designated role dedicated to diversity and inclusion since 2015 and our Chief Diversity, Equity & Inclusion Officer (CDEIO) leads a dedicated and specialized team in our DEI efforts. Our Compensation and Organizational Development Committee oversees Intuit’s DEI initiatives in support of organizational development. Intuit’s strategy is operationalized through the following elements:

•Goals and transparency: Intuit has set short- and long-term goals for increasing the representation in our workforce of women and employees from underrepresented racial groups (which we define as Black/African-American, Latinx/Hispanic, Native American, Native Alaskan and Native Hawaiian). Our diversity data is shared with all employees, and progress on our goals is reviewed monthly with all executives. We also publicly disclose our progress on our goals and the breakdowns of the diversity of gender and underrepresented racial groups in our workforce both in the aggregate and among our leadership and technology roles;

•Center of Excellence: The CDEIO leads a cross-functional team with expertise in enterprise leadership, strategy, human resources and communications all focused on driving a more diverse and inclusive workplace;

•Employee Resource Groups: Intuit’s employee resource groups aid in creating community, recruiting, on-boarding and providing safe spaces for our diverse workforce;

•Engagement: Intuit conducts a dedicated DEI survey focused on the experiences of our workforce;

•REAL Team: Intuit has a Racial Equity Leadership Team that is focused on helping us drive durable change as we strive to continue advancing racial equity and equality;

•Education: All senior leaders have attended multiple DEI workshops, including C-suite training on racial equity. We have manager and employee training on leading inclusively and a guide for managers on how to have conversations about difficult and polarizing external events;

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•Talent acquisition: Intuit has established a dedicated team to drive diversity, equity and inclusion across our hiring practices, programs and strategies. We have also invested in new, external partnerships to better engage with diverse talent and communities; and

•Accountability: The Compensation and Organizational Development Committee reviews our progress towards our goals and workforce diversity initiatives at least annually.

We strive to reward employees with compensation that is market competitive, fair and equitable across gender, race and ethnicity. We invest in this commitment by performing pay equity analyses twice a year using independent, third-party vendors. We are transparent about our pay equity results and have multiple avenues for employees to use for any questions about their pay.

Developing Talent and Training

We are committed to creating a high-performing culture that consistently delivers for our customers, shareholders and communities while providing an experience for our workforce that values leadership, innovation, and collaboration. We promote the development of all of our employees and provide employees with access to learning plans based on their needs and interests and the resources they need to grow, thrive and reinvent themselves over time.

In addition, we are invested in growing our current and future leaders. Our teams design programs and resources to develop the leadership skills of our employees and measure their progress.

All full-time employees have access to opportunities to develop and learn through company-sponsored learning paths and online courses on topics ranging from artificial intelligence to manager essentials in support of an employee’s ability to adapt to any work environment.

Employees set goals and measure progress through our goal setting tool and have opportunities to focus on growth both during performance assessment conversations and ongoing regular check-ins.

Employee Listening & Engagement

Listening and responding to our employees is at the core of our work. We value employee feedback and we leverage it to continuously improve the employee experience. We regularly collect, measure and share the sentiment of our workforce through multiple channels, including engagement surveys, and other touch points, which help to guide the work we do to support our workforce.

Total Rewards

Our compensation philosophy aims to attract and retain top talent for today and the future. Intuit’s total target compensation includes base hourly pay or salary at market-competitive rates, a range of incentive plans that vary based on role, and equity grants. Incentive compensation plans are part of our pay for performance philosophy and closely align with company performance and reward top performance. Most year-round employees are eligible for equity, which allows the majority of our employees to share in the company’s success.

Additional benefits and rewards include healthcare, retirement benefits, and paid time off including annual paid recharge days and family and parental leave.

The health and well-being of our employees and their families continues to be a top priority. We offer our employees access to programs to support their physical, emotional and financial well-being. Employees also have access to other resources to help with their well-being, including resilience, mindfulness and counseling programs, wellness reimbursement programs, back-up childcare, financial education programs and access to an employee assistance program.

Hybrid Way of Working

After shifting to working virtually during the pandemic to keep our workforce safe, we are now embracing and transitioning to hybrid work at Intuit. Our hybrid work model brings the best of in-person collaboration and connections together with the flexibility of virtual work. Self-directed teams are empowered to decide where/when in-person work is accretive to their work. Across the company, we expect teams to spend a portion of their time working on campus. This hybrid way of working invests in and amplifies Intuit’s culture. In doing so, we seek to realize a sense of connectedness and belonging; to spark creativity and innovation; to solve for speed, agility, and productivity; and to attract and retain top, diverse talent to the company.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table shows Intuit’s executive officers and their areas of responsibility as of July 31, 2022. Their biographies follow the table.

Name	Age	Position
Sasan K. Goodarzi	54	President, Chief Executive Officer and Director
Scott D. Cook	70	Chairman of the Executive Committee
Michelle M. Clatterbuck	54	Executive Vice President and Chief Financial Officer
J. Alexander Chriss	45	Executive Vice President and General Manager, Small Business & Self-Employed Group
Laura A. Fennell	61	Executive Vice President, Chief People & Places Officer
Varun Krishna	40	Executive Vice President and General Manager, Consumer Group
Marianna Tessel	55	Executive Vice President and Chief Technology Officer
Kerry J. McLean	58	Executive Vice President, General Counsel and Corporate Secretary
Lauren D. Hotz	47	Senior Vice President and Chief Accounting Officer

Mr. Goodarzi has been President and Chief Executive Officer and a member of the Board of Directors since January 2019 and previously served as Executive Vice President and General Manager of Intuit’s Small Business Group since May 2016. He previously was Executive Vice President and General Manager of Intuit’s Consumer Tax Group from August 2015 through April 2016 and from August 2013 to July 2015 served as Senior Vice President and General Manager of the Consumer Tax Group. He served as Intuit’s Senior Vice President and Chief Information Officer from August 2011 to July 2013, having rejoined Intuit after serving as CEO of Nexant Inc., a privately held provider of intelligent grid software and clean energy solutions, beginning in November 2010. During his previous tenure at Intuit from 2004 to 2010, Mr. Goodarzi led several business units including Intuit Financial Services and the professional tax division. Prior to joining Intuit, Mr. Goodarzi worked for Invensys, a global provider of industrial automation, transportation and controls technology, serving as global president of the products group. He also held a number of senior leadership roles in the automation control division at Honeywell Inc. He serves on the board of Atlassian Corporation Plc and chairs the Compensation and Leadership Development Committee. Mr. Goodarzi holds a Bachelor’s degree in Electrical Engineering from the University of Central Florida and a Master’s degree in Business Administration from the Kellogg School of Management at Northwestern University.

Mr. Cook, a founder of Intuit, has been an Intuit director since March 1984 and is currently Chairman of the Executive Committee. He served as Intuit’s Chairman of the Board from February 1993 to July 1998. From April 1984 to April 1994, he served as Intuit’s President and Chief Executive Officer. Mr. Cook served on the board of directors of The Procter & Gamble Company from 2000 to 2020. Mr. Cook was also a director of eBay Inc. from 1998 to 2015. Mr. Cook holds a Bachelor of Arts degree in Economics and Mathematics from the University of Southern California and a Master’s degree in Business Administration from Harvard Business School.

Ms. Clatterbuck has been Executive Vice President and Chief Financial Officer since February 2018. She manages the financial strategy and operations across the company, including Treasury, Procurement, Investor Relations and Finance Operations. Ms. Clatterbuck served as acting finance leader for Intuit’s Small Business Group from June 2017 through January 2018, led finance for the Consumer Tax Group beginning in September 2012 and was promoted to Senior Vice President for that group in August 2016. Her earlier roles at Intuit include Vice President of finance for the Professional Tax business in 2006 and finance director in October 2004. Ms. Clatterbuck joined Intuit in March 2003 as a senior finance manager. Prior to Intuit, Ms. Clatterbuck held various financial management roles at General Electric. Before that, she was a financial litigation consultant at The Barrington Consulting Group. Ms. Clatterbuck holds a Bachelor’s degree in commerce with a concentration in finance from the University of Virginia.

Mr. Chriss has been Executive Vice President and General Manager of Intuit’s Small Business & Self-Employed Group since January 2019. He previously was Senior Vice President and Chief Product Officer of Intuit’s Small Business Group from January 2017 through December 2018 and Vice President of Intuit’s Self-Employed business from August 2013 through December 2016. Prior to that, Mr. Chriss held various other roles at Intuit since he joined in July 2004. He has served on the board of directors of Houzz Inc. since December 2020. Mr. Chriss holds a Bachelor’s degree in Economics from Tufts University.

Ms. Fennell has been Executive Vice President, Chief People & Places Officer since August 2018 and previously served as Executive Vice President, General Counsel and Corporate Secretary. Prior to that, she served as Senior Vice President, General Counsel and Corporate Secretary since February 2007. Ms. Fennell joined Intuit as Vice President, General Counsel and Corporate Secretary in April 2004. She leads the team responsible for acquiring, developing, mobilizing and rewarding the company's global workforce. Prior to joining Intuit, Ms. Fennell spent nearly eleven years at Sun Microsystems, Inc., most recently as Vice President of Corporate Legal Resources, as well as Acting General Counsel. Prior to joining Sun, she was an associate attorney at Wilson Sonsini, Goodrich & Rosati PC. Ms. Fennell sits on the board of directors of the Children’s Discovery Museum of San Jose. Ms. Fennell holds a Bachelor of Science degree in Business Administration from California State University, Chico and a Juris Doctor from Santa Clara University.

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Mr. Krishna has been Executive Vice President and General Manager of Intuit’s Consumer Group since May 2022, previously holding the positions of Senior Vice President and General Manager of Growth Products and Senior Vice President and General Manager of Mint, from February 2022 and January 2020, respectively. He joined Intuit in September 2015 as Vice President of Product for the Company’s TurboTax business unit and became Senior Vice President of Product for TurboTax and Mint in August 2019. Prior to Intuit, Mr. Krishna held executive positions at PayPal, Groupon, and BetterWorks after spending some of his early career at Microsoft overseeing a variety of product lines and features. Mr. Krishna holds a Bachelor's degree in Computer Engineering from the University of Waterloo in Canada.

Ms. Tessel has been Executive Vice President and Chief Technology Officer of Intuit since January 2019 and previously served as Chief Product Development Officer of Intuit’s Small Business & Self-Employed Group from June 2017 to December 2018. Prior to joining Intuit, Ms.Tessel worked for Docker Inc., a software containerization platform, serving as Senior Vice President of Engineering and Executive Vice President of Strategic Development from November 2014 to June 2017, and VMware, which provides cloud computing and related services, from June 2008 through November 2014, most recently serving as Vice President of Engineering. She has served on the board of directors of Cisco Systems, Inc. since March 2021. Ms.Tessel holds a Bachelor’s of Science degree in Computing from Technion – Israel Institute of Technology.

Ms. McLean has been Executive Vice President, General Counsel and Corporate Secretary since August 2020. Prior to that, she served as Senior Vice President, General Counsel and Corporate Secretary from August 2018 to July 2020 and Vice President, Deputy General Counsel from August 2010 to July 2018. She joined Intuit in 2006 as Director, Deputy General Counsel. Ms. McLean leads Intuit’s legal, privacy, compliance, and global corporate affairs teams. Prior to joining Intuit, Ms. McLean spent over six years at Wind River Systems, Inc., most recently as the Director of Legal. Prior to joining Wind River, she was an associate at Howard, Rice, Nemerovski, Canady, Falk & Rabkin PC (now Arnold & Porter Kaye Scholer LLP). Ms. McLean serves on the board of directors of the California Minority Counsel Program. Ms. McLean holds a Bachelor of Arts degree in International Relations from University of California, Davis and a Juris Doctor from University of California, Hastings College of Law.

Ms. Hotz has been Senior Vice President and Chief Accounting Officer since August 2022, and previously held roles as Vice President and Chief Accounting Officer from February 2022 to July 2022 and Vice President and Corporate Controller from August 2020 to January 2022. She previously served as the Director, Corporate Accounting from January 2014 to July 2020. Since joining Intuit in 2004, Ms. Hotz has held a variety of accounting leadership roles at the Company. From 2001 to 2004, Ms. Hotz served in corporate controller and finance functions at other public companies. She began her career in public accounting at Coopers & Lybrand LLP (now PricewaterhouseCoopers LLP), from 1996 to 1998, and RSM McGladrey & Pullen LLP (now RSM US LLP), from 1998 to 2001. Ms. Hotz is a California Certified Public Accountant (inactive) and holds a Bachelor of Science degree in accounting from Washington University in St. Louis.

AVAILABLE INFORMATION

Our corporate website, www.intuit.com, provides materials for investors and information relating to Intuit’s corporate governance. The content on any website referred to in this filing is not incorporated by reference into this filing unless expressly noted otherwise.

We file reports required of public companies with the Securities and Exchange Commission (SEC). These include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports, and amendments to these reports. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We make available free of charge on the Investor Relations section of our corporate website all of the reports we file with or furnish to the SEC as soon as reasonably practicable after the reports are filed or furnished. Copies of this Annual Report on Form 10-K may also be obtained without charge by contacting Investor Relations, Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850 or by calling 650-944-6000 or by emailing investor_relations@intuit.com.

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ITEM 1A - RISK FACTORS

Our businesses routinely encounter and address risks, many of which could cause our future results to be materially different than we presently anticipate. Below, we describe significant factors, events and uncertainties that make an investment in our securities risky, categorized solely for ease of reference as strategic, operational, legal and compliance, and financial risks. The following events and consequences could have a material adverse effect on our business, growth, prospects, financial condition, results of operations, cash flows, liquidity, reputation and credit rating, and the trading price of our common stock could decline. These risks are not the only ones we face. We could also be affected by other events, factors or uncertainties that are presently unknown to us or that we do not currently consider to present significant risks to our business. These risks may be amplified by the effects of global developments, conditions or events like inflationary pressures, the Russia-Ukraine war and the COVID-19 pandemic, which have caused significant global economic instability and uncertainty.

The COVID-19 pandemic has caused significant economic instability and uncertainty and the extent to which it will impact our business, results of operations and financial condition is uncertain and difficult to predict.

The COVID-19 pandemic has caused economic instability and uncertainty globally and, in fiscal 2020, had a temporary negative impact on our business. The severity and duration of the pandemic’s impact on our business and financial performance will depend on many factors beyond our control, including the emergence and virulence of new variants of the COVID-19 virus, the related responses of governments and businesses, and the availability, effectiveness and adoption of vaccines and treatments. Potential and current negative impacts of the pandemic include, but are not limited to, the following:

•There are new and more frequent attempts by malicious third parties seeking to take advantage of our employees while working remotely to fraudulently gain access to our systems, which could cause us to expend significant resources to remediate and could damage our reputation. 

• The complexity of resuming operations in our offices under a hybrid workplace model may adversely impact the productivity, health and well-being of our workforce and exacerbate security and execution risks that could cause us to lose the confidence of our customers and government agencies and harm our revenues and earnings.

•Potential disruption of services on which we rely to deliver our services to our customers, such as our third-party customer success partners and financial institutions, could prevent us or our service providers from delivering critical services to our customers or accepting and fulfilling customer orders, any of which could materially and adversely affect our business or reputation.

•Failure to realize some or all of the anticipated benefits of our mergers and acquisitions activities for reasons related to the pandemic may cause us to experience losses that result in significant harm to our operating results or financial condition.

•There could be increased volatility in our stock price related to the pandemic, which could result in the loss of some or all of the value of an investment in Intuit.

These and other potential negative impacts relating to the COVID-19 pandemic are described further in the risk factors that follow.

STRATEGIC RISKS

We face intense competitive pressures that may harm our operating results.

We face intense competition in all of our businesses, and we expect competition to remain intense in the future. Our competitors and potential competitors range from large and established entities to emerging start-ups. Our competitors may introduce superior products and services, reduce prices, have greater technical, marketing and other resources, have greater name recognition, have larger installed bases of customers, have well-established relationships with our current and potential customers, advertise aggressively or beat us to market with new products and services. In addition, we face competition from existing companies, with large established consumer user-bases and broad-based platforms, who may change or expand the focus of their business strategies and marketing to target our customers, including small businesses, tax and personal financial management customers.

We also face competition from companies with a variety of business models, including increased competition from providers of free offerings, particularly in our tax, accounting, payments and personal finance platform businesses. In order to compete, we have also introduced free offerings in several categories, but we may not be able to attract customers as effectively as competitors with different business models. In addition, other providers of free offerings may provide features that we do not offer and customers who have formerly paid for our products and services may elect to use our competitors’ free offerings instead. These competitive factors may diminish our revenue and profitability, and harm our ability to acquire and retain customers.

Our consumer tax business also faces significant potential competition from the public sector, where we face the risk of federal and state taxing authorities proposing revenue raising strategies that involve developing and providing government tax

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software or other government return preparation systems at public expense. These or similar programs may be introduced or expanded in the future, which may change the voluntary compliance tax system in ways that could cause us to lose customers and revenue. The IRS Free File Program is currently the sole means by which the IRS offers tax software directly to taxpayers and its continuation depends on a number of factors, including continued broad public awareness of and access to the free program and continued private industry donations, as well as continued government support. The Free File Program operates under an agreement that is scheduled to expire in October 2023. If the Free File Program were to be terminated or the IRS were to enter the software development and return preparation space, the federal government could become a publicly funded direct competitor of the U.S. tax services industry and of Intuit. Government funded services that curtail or eliminate the role of taxpayers in preparing their own taxes could potentially have material and adverse revenue implications on us.

Future revenue growth depends upon our ability to adapt to technological change as well as global trends in the way customers access software offerings and successfully introduce new and enhanced products, services and business models.

We operate in industries that are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. To meet the changing needs of our customers and partners and attract and retain top technical talent, we must continue to innovate, develop new products and features, and enhance our ability to solve customer problems with emerging technologies, such as artificial intelligence and blockchain. We have and will continue to devote significant resources to continue to develop our skills, tools and capabilities to capitalize on existing and emerging technologies.

Our consumer and professional tax businesses depend significantly on revenue from customers who return each year to use our updated tax preparation and filing software and services. As our existing products mature, encouraging customers to purchase product upgrades becomes more challenging unless new product releases provide features and functionality that have meaningful incremental value. As we continue to introduce and expand our new business models, including offerings that are free to end users, our customers may not perceive value in the additional benefits and services we offer beyond our free offering and may choose not to pay for those additional benefits or we may be unsuccessful in increasing customer adoption of these offerings or our risk profile may change, resulting in loss of revenue.

We also provide additional customer benefits by utilizing customer data available to us through our existing offerings, and the growth of our business depends, in part, on our existing customers expanding their use of our products and services. If we are not able to effectively utilize our customers’ data to provide them with value or develop and clearly demonstrate the value of new or upgraded products or services to our customers, our revenues may be harmed.

While we offer our products on a variety of hardware platforms, if we cannot continue adapting our products to tablet and mobile devices, or if our competitors can adapt their products more quickly than us, our business could be harmed. As new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our products and services for use on mobile devices and we may need to devote significant resources to the creation, support, and maintenance of such offerings. Further, legislation or regulatory changes may mandate changes in our products that make them less attractive to users.

In some cases, we may expend a significant amount of resources and management attention on offerings that do not ultimately succeed in their markets. We have encountered difficulty in launching new products and services in the past. If we misjudge customer needs in the future, our new products and services may not succeed and our revenues and earnings may be harmed. We have also invested, and in the future, expect to invest in new business models, geographies, strategies and initiatives. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, expenses associated with the initiatives and inadequate return on investments. Because these new initiatives are inherently risky, they may not be successful and may harm our financial condition and operating results.

We rely on third-party intellectual property in our products and services.

Many of our products and services include intellectual property of third parties, which we license under agreements that may need to be renewed or renegotiated from time to time. We may not be able to obtain licenses to these third-party technologies or content on reasonable terms, or at all. If we are unable to obtain the rights necessary to use this intellectual property in our products and services, we may not be able to provide the affected offerings, and customers who are currently using the affected product may be disrupted, which may in turn harm our future financial results, damage our brand, and result in customer loss. Also, we and our customers have been and may continue to be subject to infringement claims as a result of the third-party intellectual property incorporated in our offerings. Although we try to mitigate this risk and we may not be ultimately liable for any potential infringement, pending claims require us to use significant resources, require management attention and could result in loss of customers.

Some of our offerings include third-party software that is licensed under so-called “open source” licenses, some of which may include a requirement that, under certain circumstances, we make available, or grant licenses to, any modifications or derivative works we create based upon the open source software. Although we have established internal review and approval processes to mitigate these risks, we cannot be sure that all open source software is submitted for approval prior to use in our products. Many of the risks associated with usage of open source may not be eliminated and, if not properly addressed, may harm our business.

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Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

Our patents, trademarks, trade secrets, copyrights, domain names and other intellectual property rights are important assets for us. We aggressively protect our intellectual property rights by relying on federal, state and common law rights in the U.S. and internationally, as well as a variety of administrative procedures. We also rely on contractual restrictions to protect our proprietary rights in products and services. The efforts that we take to protect our proprietary rights may not always be sufficient or effective. Protecting our intellectual property rights is costly and time consuming and may not be successful in every location. Any significant impairment of our intellectual property rights could harm our business, our brand and our ability to compete.

Policing unauthorized use and copying of our products is difficult, expensive and time consuming. Current U.S. laws that prohibit copying give us only limited practical protection from software piracy and the laws of many other countries provide very little protection. We frequently encounter unauthorized copies of our software being sold through online marketplaces. Although we continue to evaluate and put in place technology solutions to attempt to lessen the impact of piracy and engage in efforts to educate consumers and public policy leaders on these issues and cooperate with industry groups in their efforts to combat piracy, we expect piracy to be a persistent problem that results in lost revenues and increased expenses.

Our business depends on our strong reputation and the value of our brands.

Developing and maintaining awareness of our brands is critical to achieving widespread acceptance of our existing and future products and services and is an important element in attracting new customers. Adverse publicity (whether or not justified) relating to events or activities attributed to us, members of our workforce, agents, third parties we rely on, or our users, may tarnish our reputation and reduce the value of our brands. Our brand value also depends on our ability to provide secure and trustworthy products and services as well as our ability to protect and use our customers’ data in a manner that meets their expectations. In addition, a security incident that results in unauthorized disclosure of our customers’ sensitive data could cause material reputational harm.

We have public environmental, social and governance (ESG) commitments, including our goals to increase the diversity of our workforce, create and prepare individuals for jobs and have a positive impact on the climate. Our ability to achieve these goals is subject to numerous risks that may be outside of our control. Our failure or perceived failure to achieve our ESG goals or maintain ESG practices that meet evolving stakeholder expectations could harm our reputation, adversely impact our ability to attract and retain employees or customers and expose us to increased scrutiny from the investment community and enforcement authorities. Our reputation also may be harmed by the perceptions that our customers, employees and other stakeholders have about our action or inaction on social, ethical, or political issues. Damage to our reputation and loss of brand equity may reduce demand for our products and services and thus have an adverse effect on our future financial results, as well as require additional resources to rebuild our reputation and restore the value of the brands and could also reduce our stock price.

Our acquisition and divestiture activities may disrupt our ongoing business, may involve increased expenses and may present risks not contemplated at the time of the transactions.

We have acquired and may continue to acquire companies, products, technologies and talent that complement our strategic direction, both in and outside the United States. Acquisitions, such as our acquisition of Mailchimp, involve significant risks and uncertainties, including:

•inability to successfully integrate the acquired technology, data assets and operations into our business and maintain uniform standards, controls, policies, and procedures;

•inability to realize synergies or anticipated benefits expected to result from an acquisition within the expected time fame or at all;

•disruption of our ongoing business and distraction of management;

•challenges retaining the key employees, customers, resellers and other business partners of the acquired operation;

•the internal control environment of an acquired entity may not be consistent with our standards or with regulatory requirements, and may require significant time and resources to align or rectify;

•unidentified issues not discovered in our due diligence process, including product or service quality issues, intellectual property issues and legal contingencies;

•failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;

•risks associated with businesses we acquire or invest in, which may differ from or be more significant than the risks our other businesses face;

•in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and

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•to the extent we use debt to fund acquisitions or for other purposes, our interest expense and leverage will increase significantly, and to the extent we issue equity securities as consideration in an acquisition, current shareholders’ percentage ownership and earnings per share will be diluted.

We have divested and may in the future divest certain assets or businesses that no longer fit with our strategic direction or growth targets. Divestitures involve significant risks and uncertainties, including:

•inability to find potential buyers on favorable terms;

•failure to effectively transfer liabilities, contracts, facilities and employees to buyers;

•requirements that we retain or indemnify buyers against certain liabilities and obligations;

•the possibility that we will become subject to third-party claims arising out of such divestiture;

•challenges in identifying and separating the intellectual property, systems and data to be divested from the intellectual property, systems and data that we wish to retain;

•inability to reduce fixed costs previously associated with the divested assets or business;

•challenges in collecting the proceeds from any divestiture;

•disruption of our ongoing business and distraction of management;

•loss of key employees who leave us as a result of a divestiture; and

•if customers or partners of the divested business do not receive the same level of service from the new owners, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.

In addition, any acquisition or divestiture that we announce may not be completed if closing conditions are not satisfied. Because acquisitions and divestitures are inherently risky, our transactions may not be successful and may, in some cases, harm our operating results or financial condition. In particular, if we are unable to successfully operate together with Credit Karma, Mailchimp or any other company that we acquire to achieve shared growth opportunities or combine reporting or other processes within the expected time frame or at all, there may be a material and adverse effect on the benefits that we expect to achieve as a result of the acquisition, and we could experience additional costs or loss of revenue. Moreover, adverse changes in market conditions and other factors,including those listed above, may cause an acquisition to be dilutive to Intuit’s operating earnings per share for a period of time. Any dilution of our non-GAAP diluted earnings per share could cause the price of shares of Intuit Common Stock to decline or grow at a reduced rate.

OPERATIONAL RISKS

Security incidents, improper access to or disclosure of our data or customers’ data, or other cyberattacks on our systems could harm our reputation and adversely affect our business.

We host, collect, use and retain large amounts of sensitive and personal customer and workforce data, including credit card information, tax return information, bank account numbers, credit report information, login credentials and passwords, personal and business financial data and transactions data, social security numbers and payroll information, as well as our confidential, nonpublic business information. We use commercially available security technologies and security and business controls to limit access to and use of such sensitive data. Although we expend significant resources to create security protections designed to shield this data against potential theft and security breaches, such measures cannot provide absolute security.

Our technologies, systems, and networks have been subject to, and are increasingly likely to continue to be the target of, cyberattacks, computer viruses, ransomware or other malware, worms, social engineering, malicious software programs, insider threats, and other cybersecurity incidents that could result in the unauthorized release, gathering, monitoring, use, loss or destruction of sensitive and personal data of our customers and our workforce, or Intuit's sensitive business data or cause temporary or sustained unavailability of our software and systems. While we maintain cybersecurity insurance, our insurance may not be sufficient to cover all liabilities described herein. These types of incidents can be caused by malicious third parties, acting alone or in groups, or more sophisticated organizations including nation-states or state-sponsored organizations, and the risks could be elevated in connection with the Russia-Ukraine war. Customers who fail to update their systems, continue to run software that we no longer support, fail to install security patches on a timely basis or inadequately use security controls create vulnerabilities and make it more difficult for us to detect and prevent these kinds of attacks. We are increasingly incorporating open source software into our products, and there may be vulnerabilities in open source software that make it susceptible to cyberattacks. In addition, because the techniques used to obtain unauthorized access to sensitive information change frequently, and are becoming more sophisticated and are often not able to be detected until after a successful attack, we may be unable to anticipate these techniques or implement adequate preventive measures. Although this is an industry-wide problem that affects software and hardware across platforms, it may increasingly affect our offerings because cyber-criminals tend to focus their efforts on well-known offerings that are popular among customers and hold sensitive personal or financial information, like our digital money offerings, and we expect them to continue to do so.

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Further, the security measures that we implement may not be able to prevent unauthorized access to our products and our customers’ account data. While we require annual security training for our workforce, malicious third parties have in the past may in the future be able to fraudulently induce members of our workforce, customers or users by social engineering means, such as email phishing, to disclose sensitive information in order to gain access to our systems. It is also possible that unauthorized access to or disclosure of customer data may occur due to inadequate use of security controls by our customers or our workforce. Accounts created with weak or recycled passwords could allow cyberattackers to gain access to customer data. Unauthorized persons could gain access to customer accounts if customers do not maintain effective access controls of their systems and software. In addition, we have and will continue to experience new and more frequent attempts by malicious third parties to fraudulently gain access to our systems, such as through increased email phishing of our workforce.

Criminals may also use stolen identity information obtained outside of our systems to gain unauthorized access to our customers’ data. We have experienced such instances in the past and as the accessibility of stolen identity information increases, generally, we may experience further instances of unauthorized access to our systems through the use of stolen identity information of our customers or our workforce in the future. Further, our customers may choose to use the same login credentials across multiple products and services unrelated to our products. Such customers’ login credentials may be stolen from products offered by third-party service providers unrelated to us and the stolen identity information may be used by a malicious third party to access our products, which could result in disclosure of confidential information. In addition, our shift to a hybrid workplace model, where our workforce will spend a portion of their time working in our offices and a portion of their time working from home, introduces operational complexity that exacerbates our security-related risks.

Our efforts to protect data may also be unsuccessful due to software bugs (whether open source or proprietary code), break-ins, workforce error or other threats that evolve.

Further, because we have created an ecosystem where customers can have one identity across multiple Intuit products, a security incident may give access to increased amounts of customer data. This may result in disclosure of confidential information, loss of customer confidence in our products, possible litigation, material harm to our reputation and financial condition, disruption of our or our customers’ business operations and a decline in our stock price. From time to time, we detect, or receive notices from customers or public or private agencies that they have detected, actual or perceived vulnerabilities in our infrastructure, our software or third-party software components that are distributed with our products or fraudulent activity by unauthorized persons utilizing our products with stolen customer identity information. The existence of such vulnerabilities or fraudulent activity, even if they do not result in a security breach, may undermine customer confidence as well as the confidence of government agencies that regulate our offerings. Such perceived vulnerabilities could also seriously harm our business by tarnishing our reputation and brand and limiting the adoption of our products and services and could cause our stock price to decline.

Additionally, Credit Karma is subject to an order issued in 2014 by the Federal Trade Commission (FTC) that, among other things, requires maintenance of a comprehensive security program relating to the development and management of new and existing products and services and biannual independent security assessments for 20 years from the date of the order. To the extent Credit Karma shares data covered by the order with Intuit, the order may apply to Intuit with respect to such data. Credit Karma’s failure to fulfill the requirements of the FTC’s order could result in fines, penalties, regulatory inquiries, investigations and claims, and negatively impact our business and reputation.

A cybersecurity incident affecting the third parties we rely on could expose us or our customers to a risk of loss or misuse of confidential information and significantly damage our reputation.

We depend on a number of third parties, including vendors, developers and partners who are critical to our business. We or our customers may grant access to customer data to these third parties to help deliver customer benefits, or to host certain of our and our customers' sensitive and personal data. In addition, we share sensitive, nonpublic business information (including, for example, materials relating to financial, business and legal strategies) with other vendors in the ordinary course of business.

While we conduct background checks of our workforce, conduct reviews of partners, developers and vendors and use commercially available technologies to limit access to systems and data, it is possible that malicious third parties may misrepresent their intended use of data or may circumvent our controls, resulting in accidental or intentional disclosure or misuse of our customer or workforce data. Further, while we conduct due diligence on the security and business controls of our third-party partners, we may not have the ability to effectively monitor or oversee the implementation of these control measures. Malicious third parties may be able to circumvent these security and business controls or exploit vulnerabilities that may exist in these controls, resulting in the disclosure or misuse of sensitive business and personal customer or workforce information and data. In addition, malicious actors may attempt to use the information technology supply chain to compromise our systems by, for example, introducing malware through software updates.

A security incident involving third parties we rely on may have serious negative consequences for our businesses, including disclosure of sensitive customer or workforce data, or confidential or competitively sensitive information regarding our business, including intellectual property and other proprietary data; make our products more vulnerable to fraudulent activity; cause temporary or sustained unavailability of our software and systems; result in possible litigation, fines, penalties and damages; result in loss of customer confidence; cause material harm to our reputation and brands; lead to further regulation and oversight by federal or state agencies; cause adverse financial condition; and result in a reduced stock price.

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Concerns about the current privacy and cybersecurity environment, generally, could deter current and potential customers from adopting our products and services and damage our reputation.

The continued occurrence of cyberattacks and data breaches on governments, businesses and consumers in general indicates that we operate in an external environment where cyberattacks and data breaches are becoming increasingly common. If the global cybersecurity environment worsens, and there are increased instances of security breaches of third-party offerings where consumers’ data and sensitive information is compromised, consumers may be less willing to use online offerings, particularly offerings like ours in which customers often share sensitive financial data. In addition, the increased availability of data obtained as a result of breaches of third-party offerings could make our own products more vulnerable to fraudulent activity. Even if our products are not affected directly by such incidents, any such incident could damage our reputation and deter current and potential customers from adopting our products and services or lead customers to cease using online and connected software products to transact financial business altogether.

If we are unable to effectively combat the increasing amount and sophistication of fraudulent activities by malicious third parties, we may suffer losses, which may be substantial, and lose the confidence of our customers and government agencies and our revenues and earnings may be harmed.

The online tax preparation, payroll, payments, lending and personal financial management industries have been experiencing an increasing amount of fraudulent activities by malicious third parties, and those fraudulent activities are becoming increasingly sophisticated. Although we do not believe that any of this activity is uniquely targeted at our products or businesses, this type of fraudulent activity may adversely impact our tax, payroll, payments, lending and personal financial management businesses, and the risk is heightened when our workforce is working from home. In addition to any losses that may result from such fraud, which may be substantial, a loss of confidence by our customers or by governmental agencies in our ability to prevent fraudulent activity may seriously harm our business and damage our brand. If we cannot adequately combat such fraudulent activity, governmental authorities may refuse to allow us to continue to offer the affected services, or these services may otherwise be adversely impacted, which could include federal or state tax authorities refusing to allow us to process our customers’ tax returns electronically, resulting in a significant adverse impact on our earnings and revenue. As fraudulent activities become more pervasive and increasingly sophisticated, and fraud detection and prevention measures must become correspondingly more complex to combat them across the various industries in which we operate, we may implement risk control mechanisms that could make it more difficult for legitimate customers to obtain and use our products, which could result in lost revenue and negatively impact our earnings.

If we fail to process transactions effectively or fail to adequately protect against disputed or potential fraudulent activities, our business may be harmed.

Our operations process a significant volume and dollar value of transactions on a daily basis, especially in our payroll, payments and personal financial management businesses. Despite our efforts to ensure that effective processing systems and controls are in place to handle transactions appropriately, it is possible that we may make errors or that funds may be misappropriated due to fraud. The likelihood of any such error or misappropriation is magnified as we increase the volume and speed of the transactions we process. If we are unable to effectively manage our systems and processes, or if there is an error in our products, we may be unable to process customer data in an accurate, reliable and timely manner, which may harm our reputation, the willingness of customers to use our products, and our financial results. In our payments processing service business, if a disputed transaction between a merchant and its customer is not resolved in favor of the merchant, we may be required to pay those amounts to the payment or credit card network and these payments may exceed the amount of the customer reserves established to make such payments.

Business interruption or failure of our information technology and communication systems may impair the availability of our products and services, which may damage our reputation and harm our future financial results.

Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance of our products and our underlying technical infrastructure. As we continue to grow our online services, we become more dependent on the continuing operation and availability of our information technology and communications systems and those of our external service providers, including, for example, third-party Internet-based or cloud computing services. We do not have redundancy for all of our systems, and our disaster recovery planning may not account for all eventualities. We have designed a significant portion of our software and computer systems to utilize data processing and storage capabilities provided by public cloud providers, such as Amazon Web Services. If any public cloud service that we use is unavailable to us for any reason, our customers may not be able to access certain of our cloud products or features, which could significantly impact our operations, business, and financial results.

Failure of our systems or those of our third-party service providers, may result in interruptions in our service and loss of data or processing capabilities, all of which may cause a loss in customers, refunds of product fees, material harm to our reputation and operating results.

Our tax businesses must effectively handle extremely heavy customer demand during critical peak periods, which typically occur from January until April of each year. We face significant risks in maintaining adequate service levels during these peak

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periods when we have historically derived a substantial portion of our overall revenue from the tax businesses. Any interruptions in our online tax preparation or electronic filing service at any time during the tax season, particularly during a peak period, could result in significantly decreased revenue, lost customers, unexpected refunds of customer charges, negative publicity and increased operating costs, any of which could significantly harm our business, financial condition and results of operations.

We rely on internal systems and external systems maintained by manufacturers, distributors and other service providers to take and fulfill customer orders, handle customer service requests and host certain online activities. Any interruption or failure of our internal or external systems may prevent us or our service providers from accepting and fulfilling customer orders or cause company and customer data to be unintentionally disclosed. Our continuing efforts to upgrade and expand our network security and other information systems as well as our high-availability capabilities are costly, and problems with the design or implementation of system enhancements may harm our business and our results of operations.

Our business operations, information technology and communications systems are vulnerable to damage or interruption from natural disasters, climate change, human error, malicious attacks, fire, power loss, telecommunications failures, computer viruses and malware, computer denial of service attacks, terrorist attacks, public health emergencies and other events beyond our control. For example, we shifted to operations under a hybrid workplace model where our workforce spends a portion of their time working in our offices and a portion of their time working from home. This model has introduced new execution risks and we may experience longer-term disruptions to our operations as we evolve our workplace model, any of which may impair our ability to perform critical functions or could make it considerably more difficult to develop, enhance and support our products and services.

In addition, our corporate headquarters and other critical business operations are located near major seismic faults. In the event of a major natural or man-made disaster, our insurance coverage may not completely compensate us for our losses and our future financial results may be materially harmed.

We regularly invest resources to update and improve our internal information technology systems and software platforms. Should our investments not succeed, or if delays or other issues with new or existing internal technology systems and software platforms disrupt our operations, our business could be harmed.

We rely on our network infrastructure, data hosting, public cloud and software-as-a-service providers, and internal technology systems for many of our development, marketing, operational, support, sales, accounting and financial reporting activities. We are continually investing resources to update and improve these systems and environments in order to meet existing needs, as well as the growing and changing requirements of our business and customers. If we experience prolonged delays or unforeseen difficulties in updating and upgrading our systems and architecture, we may experience outages and may not be able to deliver certain offerings and develop new offerings and enhancements that we need to remain competitive. Such improvements and upgrades are often complex, costly and time consuming. In addition, such improvements can be challenging to integrate with our existing technology systems, or may uncover problems with our existing technology systems. Unsuccessful implementation of hardware or software updates and improvements could result in outages, disruption in our business operations, loss of revenue or damage to our reputation.

If we are unable to develop, manage and maintain critical third-party business relationships, our business may be adversely affected.

Our growth is increasingly dependent on the strength of our business relationships and our ability to continue to develop, manage and maintain new and existing relationships with third-party partners. We rely on various third-party partners, including software and service providers, suppliers, credit reporting bureaus, vendors, manufacturers, distributors, accountants, contractors, financial institutions, core processors, licensing partners and development partners, among others, in many areas of our business in order to deliver our offerings and operate our business. Credit Karma generates revenue from its relationships with financial institution partners, which are subject to particular risks that affect their willingness to offer their products on Credit Karma's platform, such as adverse economic conditions and an increasing complexity in the regulatory environment. We also rely on third parties to support the operation of our business by maintaining our physical facilities, equipment, power systems and infrastructure. In certain instances, these third-party relationships are sole source or limited source relationships and can be difficult to replace or substitute depending on the level of integration of the third party’s products or services into, or with, our offerings and/or the general availability of such third party’s products and services. In addition, there may be few or no alternative third-party providers or vendors in the market. Further, there can be no assurance that we will be able to adequately retain third-party contractors engaged to help us operate our business.

Additionally, the business operations of our third-party partners have been and could continue to be disrupted by global events like the Russia-Ukraine War and the COVID-19 pandemic, including the effects on their third-party partners. If our third-party partners are unable to help us operate our business, our business and financial results may be negatively impacted. The failure of third parties to provide acceptable and high quality products, services and technologies or to update their products, services and technologies may result in a disruption to our business operations and our customers, which may reduce our revenues and profits, cause us to lose customers and damage our reputation. Alternative arrangements and services may not be available to us on commercially reasonable terms or at all, or we may experience business interruptions upon a transition to an alternative partner.

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Although we have strict standards for our suppliers and business partners to comply with the law and company policies regarding workplace and employment practices, data use and security, environmental compliance, intellectual property licensing and other applicable regulatory and compliance requirements, we cannot control their day-to-day practices. Any violation of laws or implementation of practices regarded as unethical could result in supply chain disruptions, canceled orders, terminations of or damage to key relationships, and damage to our reputation.

In particular, we have relationships with banks, credit unions and other financial institutions that support certain critical services we offer to our customers. If macroeconomic conditions or other factors cause any of these institutions to fail, consolidate, stop providing certain services or institute cost-cutting efforts, our business and financial results may suffer and we may be unable to offer those services to our customers.

We increasingly utilize the distribution platforms of third parties like Apple’s App Store and Google’s Play Store for the distribution of certain of our product offerings. Although we benefit from the strong brand recognition and large user base of these distribution platforms to attract new customers, the platform owners have wide discretion to change the pricing structure, terms of service and other policies with respect to us and other developers. Any adverse changes by these third parties could adversely affect our financial results.

Competition for our key employees is intense and we may not be able to attract, retain and develop the highly skilled employees we need to support our strategic objectives.

Much of our future success depends on the continued service and availability of skilled employees, including members of our executive team, and those in technical and other key positions. Experienced individuals with skill sets in software as a service, mobile technologies, data science, artificial intelligence and data security are in high demand and we have faced and will continue to face intense competition globally to attract and retain a diverse workforce with these and other skills that are critical to our success. This is especially the case in California and India where a significant number of our employees are located. The compensation and incentives we have available to attract, retain and motivate employees may not meet the expectations of current and prospective employees as the competition for talent intensifies. For example, our equity awards may become less effective if our stock price decreases or increases at a slower rate than our talent competitors’. In addition, if we were to issue significant additional equity to attract or retain employees, the ownership of our existing stockholders would be diluted and our related expenses would increase. Other factors may make it more challenging for us to continue to successfully attract, retain and develop key employees. For example, current and prospective employees may seek new or different opportunities based on mobility, location flexibility or any challenges we face in achieving our publicly stated workforce diversity goals.

If we experience significant product accuracy or quality problems or delays in product launches, it may harm our revenue, earnings and reputation.

Our customers rely on the accuracy of our offerings. All of our tax products and many of our non-tax products have rigid development timetables that increase the risk of errors in our products and the risk of launch delays. Our tax preparation software product development cycle is particularly challenging due to the need to incorporate unpredictable and potentially late tax law and tax form changes each year and because our customers expect high levels of accuracy and a timely launch of these products to prepare and file their taxes by the tax filing deadline. Due to the complexity of our products and the condensed development cycles under which we operate, our products may contain errors that could unexpectedly interfere with the operation of the software or result in incorrect calculations. The complexity of the tax laws on which our products are based may also make it difficult for us to consistently deliver offerings that contain the features, functionality and level of accuracy that our customers expect. When we encounter problems we may be required to modify our code, work with state tax administrators to communicate with affected customers, assist customers with amendments, distribute patches to customers who have already purchased the product and recall or repackage existing product inventory in our distribution channels. If we encounter development challenges or discover errors in our products either late in our development cycle or after release it may cause us to delay our product launch date or suspend product availability until such issues can be fixed. Any major defects, launch delays or product suspensions may lead to loss of customers and revenue, negative publicity, customer and employee dissatisfaction, reduced retailer shelf space and promotions, and increased operating expenses, such as inventory replacement costs, legal fees or other payments, including those resulting from our accuracy guarantee in our tax preparation products. For example, an error in our tax products could cause a compliance error for taxpayers, including the over or underpayment of their federal or state tax liability. While our accuracy guarantee commits us to reimburse penalties and interest paid by customers due solely to calculation errors in our tax preparation products, such errors may result in additional burdens on third parties that we may need to address or that may cause us to suspend the availability of our products until such errors are addressed. This could also affect our reputation, the willingness of customers to use our products, and our financial results. Further, as we develop our platform to connect people to experts, such as connecting TurboTax customers with tax experts through our TurboTax Live offering, or connecting QuickBooks customers with bookkeepers through our QuickBooks Live offering, we face the risk that these experts may provide advice that is erroneous, ineffective or otherwise unsuitable. Any such deficiency in the advice given by these experts may cause harm to our customers, a loss of customer confidence in our offerings or harm to our reputation or financial results. Moreover, as we continue to incorporate emerging technologies, like AI and blockchain, into our offerings, they may not function as designed or have unintended consequences, any of which could subject us to competitive harm, legal liability or reputational harm.

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Our international operations are subject to increased risks which may harm our business, operating results, and financial condition.

In addition to uncertainty about our ability to generate revenues from our foreign operations and expand into international markets, there are risks inherent in doing business internationally, including:

•different or more restrictive privacy, data protection, data localization, and other laws that could require us to make changes to our products, services and operations, such as mandating that certain types of data collected in a particular country be stored and/or processed within that country;

•difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;

•stringent local labor laws and regulations;

•credit risk and higher levels of payment fraud;

•profit repatriation restrictions, and foreign currency exchange restrictions;

•geopolitical events, including natural disasters or severe weather events (including those caused or exacerbated by climate change), acts of war and terrorism (including the Russia-Ukraine war and any related political or economic responses), and public health emergencies, including divergent governmental responses thereto across the jurisdictions in which we operate;

•compliance with sanctions and import or export regulations, including those arising from the Russia-Ukraine war;

•compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and laws and regulations of other jurisdictions prohibiting corrupt payments to government officials and other third parties;

•antitrust and competition regulations;

•potentially adverse tax developments;

•economic uncertainties relating to European sovereign and other debt;

•trade barriers and changes in trade regulations;

•political or social unrest, economic instability, repression, or human rights issues; and

•risks related to other government regulation or required compliance with local laws.

Violations of the rapidly evolving and complex foreign and U.S. laws and regulations that apply to our international operations may result in fines, criminal actions or sanctions against us, our officers or our broader workforce, prohibitions on the conduct of our business and damage to our reputation. Although we have implemented policies and procedures designed to promote compliance with these laws, we cannot be sure that our workforce, contractors and agents are in compliance with our policies. These risks inherent in our international operations and expansion increase our costs of doing business internationally and may result in harm to our business, operating results, and financial condition.

Climate change may have an impact on our business.

While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations that are also focused on mitigating their own climate-related risks, we recognize that there are inherent climate-related risks wherever business is conducted. Any of our primary workplace locations may be vulnerable to the adverse effects of climate change. For example, our offices globally have historically experienced, and are projected to continue to experience, climate-related events at an increasing frequency, including drought, water scarcity, heat waves, cold waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention. Furthermore, it is more difficult to mitigate the impact of these events on our employees to the extent they work from home. Changing market dynamics, global policy developments and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the business of our third-party suppliers and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations. Additionally, failure to uphold, meet or make timely forward progress against our public commitments and goals related to climate action could adversely affect our reputation with suppliers and customers, financial performance or ability to recruit and retain talent.

LEGAL AND COMPLIANCE RISKS

Increasing and changing government regulation of our businesses may harm our operating results.

We are subject to federal, state, local and international laws and regulations that affect our and our customers' activities, including, without limitation, labor, advertising and marketing, tax, financial services, data privacy and security, electronic funds transfer, money transmission, lending, digital content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, intellectual property ownership and infringement, import and export requirements, anti-bribery and anti-

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corruption, insurance, foreign exchange controls and cash repatriation restrictions, anti-competition, environmental, health and safety, and other regulated activities. There have been significant new regulations and heightened focus by the government on many of these areas. As we expand our products and services and evolve our business models, both domestically and internationally, we may become subject to additional government regulation or increased regulatory scrutiny. For example, the regulation of emerging technologies that we may incorporate into our offerings, such as artificial intelligence and blockchain, is still an evolving area, and it is possible that we could become subject to new regulations that negatively impact our operations and results. Further, regulators (both in the U.S. and in other jurisdictions in which we operate) may adopt new laws or regulations, change existing regulations, or their interpretation of existing laws or regulations may differ from ours. We are and may continue to be subject to pandemic-related protocols and restrictions that impact our workforce and workplaces. Such restrictions have disrupted and may continue to disrupt our business operations and limit our ability to perform critical functions.

The tax preparation industry continues to receive heightened attention from federal and state governments. New legislation, regulation, public policy considerations, changes in the cybersecurity environment, litigation by the government or private entities, changes to or new interpretations of existing laws may result in greater oversight of the tax preparation industry, restrict the types of products and services that we can offer or the prices we can charge, or otherwise cause us to change the way we operate our tax businesses or offer our tax products and services. We may not be able to respond quickly to such regulatory, legislative and other developments, and these changes may in turn increase our cost of doing business and limit our revenue opportunities. In addition, if our practices are not consistent with new interpretations of existing laws, we may become subject to lawsuits, penalties, and other liabilities that did not previously apply. We are also required to comply with a variety of state revenue agency standards in order to successfully operate our tax preparation and electronic filing services.

Changes in state-imposed requirements by one or more of the states, including the required use of specific technologies or technology standards, may significantly increase the costs of providing those services to our customers and may prevent us from delivering a quality product to our customers in a timely manner.

Complex and evolving regulation of privacy and data protection could result in claims, changes to our business practices, penalties or increased cost of operations or otherwise harm our business.

Regulations related to the provision of online services are continually evolving as federal, state and foreign governments adopt new or modify existing laws and regulations addressing data privacy, cybersecurity, the collection, processing, storage, transfer and use of data, and the use of AI. These include, for example, the EU's General Data Protection Regulation (GDPR), the California Consumer Protection Act (CCPA), the California Privacy Rights Act that will amend the CCPA in January 2023 and the Virginia Consumer Data Protection Act that will become effective in January 2023. These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. In our efforts to meet the various data privacy regulations that apply to us, we have made and continue to make certain operational changes to our products and business practices. If we are unable to engineer products that meet these evolving requirements or help our customers meet their obligations under these or other new data regulations, we might experience reduced demand for our offerings. Further, penalties for non-compliance with these laws may be significant.

In addition, the evolution of global privacy treaties and frameworks has created compliance uncertainty and increased complexity. For example, the judicial invalidation of the EU-U.S. and Swiss-U.S. Privacy Shield frameworks that we relied on to transfer data has created additional compliance challenges for the transfer of EU personal data to the U.S. While we rely on alternative methods for the transfer of this data, ongoing legal challenges to these and other transfer mechanisms could cause us to incur costs or change our business practices in a manner adverse to our business.

Other governmental authorities throughout the U.S. and around the world are considering similar types of legislative and regulatory proposals concerning data protection. Each of these privacy, security and data protection laws and regulations could impose significant limitations, require changes to our business, require notification to customers or workers of a security breach, restrict our use or storage of personal information, or cause changes in customer purchasing behavior that may make our business more costly, less efficient or impossible to conduct, and may require us to modify our current or future products or services, which may make customers less likely to purchase our products and may harm our future financial results. Additionally, any actual or alleged noncompliance with these laws and regulations could result in negative publicity and subject us to investigations, claims or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties and other damages. We have incurred, and may continue to incur, significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

We are frequently a party to litigation and regulatory inquiries which could result in an unfavorable outcome and have an adverse effect on our business, financial condition, results of operation and cash flows.

We are subject to various legal proceedings (including class action lawsuits), claims and regulatory inquiries that have arisen out of the ordinary conduct of our business and are not yet resolved and additional proceedings, claims and inquiries may arise in the future. The number and significance of these proceedings, claims and inquiries may increase as our businesses evolve. Any proceedings, claims or inquiries initiated by or against us, whether successful or not, may be time consuming; result in costly litigation, damage awards, consent decrees, injunctive relief or increased costs of business; require us to change our business practices or products; require significant amounts of management time; result in diversion of significant operations

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resources; or otherwise harm our business and future financial results. For further information about specific litigation, see Item 3, “Legal Proceedings.”

Third parties claiming that we infringe their proprietary rights may cause us to incur significant legal expenses and prevent us from selling our products.

We may become increasingly subject to infringement claims, including patent, copyright, trade secret, and trademark infringement claims. Litigation may be necessary to determine the validity and scope of the intellectual property rights of others. We have received a number of allegations of intellectual property infringement claims in the past and expect to receive more claims in the future based on allegations that our offerings infringe upon the intellectual property held by third parties. Some of these claims are the subject of pending litigation against us and against some of our customers. These claims may involve patent holding companies or other adverse intellectual property owners who have no relevant product revenues of their own, and against whom our own intellectual property may provide little or no deterrence. The ultimate outcome of any allegation is uncertain and, regardless of outcome, any such claim, with or without merit, may be time consuming to defend, result in costly litigation, divert management’s time and attention from our business, require us to stop selling, delay shipping or redesign our products, or require us to pay monetary damages for royalty or licensing fees, or to satisfy indemnification obligations that we have with some of our customers. Our failure to obtain necessary license or other rights, or litigation arising out of intellectual property claims may harm our business.

We are subject to risks associated with information disseminated through our services.

The laws relating to the liability of online services companies for information such as online content disseminated through their services are subject to frequent challenges. In spite of settled law in the U.S., claims are made against online services companies by parties who disagree with the content. Where our online content is accessed on the internet outside of the U.S., challenges may be brought under foreign laws which do not provide the same protections for online services companies as in the U.S. These challenges in either U.S. or foreign jurisdictions may give rise to legal claims alleging defamation, libel, invasion of privacy, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated through the services. Certain of our services include content generated by users of our online services. Although this content is not generated by us, claims of defamation or other injury may be made against us for that content. Any costs incurred as a result of this potential liability may harm our business.

FINANCIAL RISKS

Our tax business is highly seasonal and our quarterly results fluctuate significantly.

Our tax offerings have significant seasonal patterns. Revenue from income tax preparation products and services has historically been heavily concentrated from November through April, as the tax filing deadline for the IRS and many states is traditionally in April. This seasonality has caused significant fluctuations in our quarterly financial results. In addition, the effects of these fluctuations have been and may in the future be further exacerbated by changes to the traditional opening and closing dates of the tax season. For example, the IRS and many states extended their tax filing deadlines to May 17, 2021 for the 2020 tax year and to July 15, 2020 for the 2019 tax year due to conditions created by the pandemic. Our financial results may also fluctuate from quarter to quarter and year to year due to a variety of other factors, including factors that may affect the timing of revenue recognition. These include the timing of the availability of federal and state tax forms from taxing agencies and the ability of those agencies to receive electronic tax return submissions; changes to our offerings that result in the inclusion or exclusion of ongoing services; changes in product pricing strategies or product sales mix; changes in customer behavior; and the timing of our discontinuation of support for older product offerings. Other factors that may affect our quarterly or annual financial results include the timing of acquisitions, divestitures, and goodwill and acquired intangible asset impairment charges. Any fluctuations in our operating results may adversely affect our stock price.

If actual customer refunds for our offerings exceed the amount we have reserved our future financial results may be harmed.

Like many software companies we refund customers for product returns and subscription cancellations. We establish reserves against revenue in our financial statements based on estimated customer refunds. We closely monitor this refund activity in an effort to maintain adequate reserves. In the past, customer refunds have not differed significantly from these reserves. However, if we experience actual customer refunds or an increase in risks of collecting customer payments that significantly exceed the amount we have reserved, it may result in lower net revenue.

Unanticipated changes in our income tax rates or other indirect tax may affect our future financial results.

Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, by changes in our stock price, or by changes in tax laws or their interpretation. In August 2022, the Inflation Reduction Act of 2022 was signed into law. This law, among other things, provides for a corporate alternative minimum tax on adjusted financial statement income (effective for us beginning in fiscal 2024), and an excise tax on corporate stock repurchases (effective for our share repurchases after December 31, 2022), and we are continuing to evaluate

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the impact it may have on our financial position and results of operations. There are several proposed changes to U.S. and non-U.S. tax legislation and the ultimate enactment of any of them could have a negative impact on our effective tax rate. Foreign governments may enact tax laws that could result in further changes to global taxation and materially affect our financial position and results of operations. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. These continuous examinations may result in unforeseen tax-related liabilities, which may harm our future financial results.

An increasing number of states and foreign jurisdictions have adopted laws or administrative practices, that impose new taxes on all or a portion of gross revenue or other similar amounts or impose additional obligations to collect transaction taxes such as sales, consumption, value added, or similar taxes. We may not have sufficient lead time to build systems and processes to collect these taxes properly, or at all. Failure to comply with such laws or administrative practices, or a successful assertion by such states or foreign jurisdictions requiring us to collect taxes where we do not, could result in material tax liabilities, including for past sales, as well as penalties and interest.

Adverse global economic conditions could harm our business and financial condition.

Adverse macroeconomic developments, including without limitation inflation, slowing growth, rising interest rates or recession, could negatively affect our business and financial condition. These developments or other global events, including those related to the Russia-Ukraine war, have caused, and could, in the future, cause disruptions and volatility in global financial markets and increased rates of default and bankruptcy, and could impact consumer and small business spending and have other unforeseen consequences. For example, in response to increasing inflation, the U.S. Federal Reserve began to raise interest rates in March 2022 for the first time in over three years, and signaled it expects additional rate increases. It is difficult to predict the impact of such events on our partners, customers, members, or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. In particular, because the majority of our revenue is derived from sales within the U.S., economic conditions in the U.S. have an even greater impact on us than companies with a more diverse international presence. Challenging economic times could cause potential new customers not to purchase or to delay purchasing our products and services, and could cause our existing customers to discontinue purchasing or delay upgrades of our existing products and services. In addition, financial institution partners may again decrease or suspend their activity on Credit Karma’s platform, increased interest rates may make offers from Credit Karma’s financial institution partners less attractive to Credit Karma’s members, members may decrease their engagement on the platform or their creditworthiness could be negatively impacted, reducing members' ability to qualify for credit cards and loans. Any of the foregoing may negatively impact our revenues and future financial results. Decreased consumer spending levels could also reduce credit and debit card transaction processing volumes causing reductions in our payments revenue. Poor economic conditions and high unemployment have caused, and could in the future cause, a significant decrease in the number of tax returns filed, which may have a significant effect on the number of tax returns we prepare and file. In addition, weakness in the end-user consumer and small business markets could negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their obligations to us, which could increase our credit risk exposure and cause delays in our recognition of revenue or future sales to these customers. Adverse economic conditions, including inflation, may also increase the costs of operating our business, including vendor, supplier and workforce expenses. Any of these events could harm our business and our future financial results.

We provide capital to small businesses, which exposes us to certain risk, and may cause us material financial or reputational harm.

We provide capital to qualified small businesses, which exposes us to the risk of our borrowers’ inability to repay such loans. We have also entered into credit arrangements with financial institutions to obtain the capital we provide under this offering. Any termination or interruption in the financial institutions’ ability to lend to us could interrupt our ability to provide capital to qualified small businesses. Further, our credit decisioning, pricing, loss forecasting, scoring and other models used to evaluate loan applications may contain errors or may not adequately assess creditworthiness of our borrowers, or may be otherwise ineffective, resulting in incorrect approvals or denials of loans. It is also possible that loan applicants could provide false or incorrect information. Moreover, adverse macroeconomic conditions may have a significant impact on small businesses and may increase the likelihood that our borrowers are unable to repay their loans. If any of the foregoing events were to occur, our reputation, relationships with borrowers, collections of loans receivable and financial results could be harmed.

Amortization of acquired intangible assets and impairment charges may cause significant fluctuation in our net income.

Our acquisitions have resulted in significant expenses, including amortization and impairment of acquired technology and other acquired intangible assets, and impairment of goodwill. Total costs and expenses in these categories were $556 million in fiscal 2022; $196 million in fiscal 2021; and $28 million in fiscal 2020. Although under current accounting rules goodwill is not amortized, we may incur impairment charges related to the goodwill already recorded and to goodwill arising out of future acquisitions. We test the impairment of goodwill annually in our fourth fiscal quarter or more frequently if indicators of impairment arise. The timing of the formal annual test may result in charges to our statement of operations in our fourth fiscal quarter that may not have been reasonably foreseen in prior periods. At July 31, 2022, we had $13.7 billion in goodwill and

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$7.1 billion in net acquired intangible assets on our consolidated balance sheet, both of which may be subject to impairment charges in the future. New acquisitions, and any impairment of the value of acquired intangible assets, may have a significant negative impact on our future financial results.

We have incurred indebtedness and may incur other debt in the future, which may adversely affect our financial condition and future financial results.

As of July 31, 2022, we had an aggregate of $6.9 billion of indebtedness outstanding under our credit facilities and our senior unsecured notes. Under the agreements governing our indebtedness, we are permitted to incur additional debt. This debt, and any debt that we may incur in the future, may adversely affect our financial condition and future financial results by, among other things:

•increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;

•requiring the dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions; and

•limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selected assets or reduce or delay planned capital, operating or investment expenditures. Such measures may not be sufficient to enable us to service our debt. 

Additionally, the agreements governing our indebtedness impose restrictions on us and require us to comply with certain covenants. For example, our credit facilities restrict the ability of our subsidiaries to incur indebtedness and require us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. In addition, our credit facilities and the indenture governing our senior unsecured notes limit our ability to create liens our and subsidiaries’ assets and engage in sale and leaseback transactions. If we breach any of these covenants and do not obtain a waiver from the lenders or the noteholders, as applicable, then, subject to applicable cure periods, any or all of our outstanding indebtedness may be declared immediately due and payable. There can be no assurance that any refinancing or additional financing would be available on terms that are favorable or acceptable to us, if at all.

Under the terms of our outstanding senior unsecured notes, we may be required to repurchase the notes for cash prior to their maturity in connection with the occurrence of certain changes of control that are accompanied by certain downgrades in the credit ratings of the notes. The repayment obligations under the notes may have the effect of discouraging, delaying or preventing a takeover of our company. If we were required to pay the notes prior to their scheduled maturity, it could have a negative impact on our cash position and liquidity and impair our ability to invest financial resources in other strategic initiatives.

In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities. If our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under our unsecured revolving credit facility may increase. In addition, adverse economic conditions or any downgrades in our credit ratings may affect our ability to obtain additional financing in the future and may negatively impact the terms of any such financing.

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.

We have a stock repurchase program under which we are authorized to repurchase our common stock. The repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Our repurchase program may be suspended or terminated at any time. Even if our stock repurchase program is fully implemented, it may not enhance long-term stockholder value. Also, the amount, timing, and execution of our stock repurchase programs may fluctuate based on our priorities for the use of cash for other purposes and because of changes in cash flows, tax laws, and the market price of our common stock.

Our stock price may be volatile and your investment could lose value.

Our stock price is subject to changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, our credit ratings and market trends unrelated to our performance. Furthermore, speculation in the press or investment community about our strategic position, financial condition, results of operations, business, security of our products, or legal proceedings can cause changes in our stock price. These factors, as well as general economic and political conditions, including the effects of a general slowdown in the global economy, the COVID-19 pandemic, the Russia-Ukraine war and inflationary pressures, and the timing of announcements in the public market regarding new products, product enhancements or technological advances by our competitors or us, and any announcements by us of acquisitions, major transactions, or management changes may adversely affect our stock price. Moreover, the COVID-19 pandemic, the Russia-Ukraine war and inflationary pressures have caused significant volatility in the global financial markets,

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which has resulted in significant volatility in our stock price recently. Further, any changes in the amounts or frequency of share repurchases or dividends may also adversely affect our stock price. A significant drop in our stock price could expose us to the risk of securities class actions lawsuits, which may result in substantial costs and divert management’s attention and resources, which may adversely affect our business.

ITEM 1B - UNRESOLVED STAFF COMMENTS

None.

ITEM 2 - PROPERTIES

Our principal locations, their purposes, and the expiration dates for the leases on facilities at those locations as of July 31, 2022, are shown in the table below. We have renewal options on many of our leases.

Location	Purpose	Approximate Square Feet	Principal Lease Expiration Dates
Mountain View, California	Corporate headquarters and principal offices for Small Business & Self-Employed segment	487,000	2024 - 2026
Mountain View, California	Corporate headquarters and principal offices for Small Business & Self-Employed segment	185,000	Owned
Bangalore, India	Principal offices for Intuit India	478,000	2022 - 2025
San Diego, California	Principal offices for Consumer segment	466,000	Owned
Oakland, California	Principal offices for Credit Karma segment	167,000	2031
Plano, Texas	Principal offices for ProConnect segment	166,000	2026

We also lease or own facilities in a number of domestic locations and lease facilities internationally in Canada, the United Kingdom, Australia, Israel, and several other locations. We believe our facilities are suitable and adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed. See Note 10 to the consolidated financial statements in Item 8 of this Annual Report for more information about our lease commitments.

ITEM 3 - LEGAL PROCEEDINGS

See Note 14 to the consolidated financial statements in Item 8 of this Annual Report for a description of legal proceedings.

ITEM 4 - MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock

Intuit’s common stock is quoted on the Nasdaq Global Select Market under the symbol “INTU.”

Stockholders

As of August 26, 2022, we had approximately 640 record holders and approximately 1,292,000 beneficial holders of our common stock.

Dividends

We declared cash dividends that totaled $2.72 per share of outstanding common stock or $781 million during fiscal 2022 and $2.36 per share of outstanding common stock or $651 million during fiscal 2021. In August 2022, our Board of Directors declared a quarterly cash dividend of $0.78 per share of outstanding common stock payable on October 18, 2022 to stockholders of record at the close of business on October 10, 2022. We currently expect to continue to pay comparable cash dividends on a quarterly basis in the future; however, 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.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Stock repurchase activity during the three months ended July 31, 2022 was as follows:

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans
May 1, 2022 through May 31, 2022	767,157	$382.20	767,157	$1,728,290,486
June 1, 2022 through June 30, 2022	292,225	$390.10	292,225	$1,614,292,658
July 1, 2022 through July 31, 2022	248,506	$407.52	248,506	$1,513,022,373
Total	1,307,888	$388.78	1,307,888

Note: On August 20, 2021, our Board approved an increased authorization under our existing stock repurchase program to purchase up to an additional $2 billion of our common stock. All of the shares repurchased during the three months ended July 31, 2022 were purchased under this plan. At July 31, 2022, authorization from our Board of Directors to expend up to $1.5 billion remained available under that plan. On August 19, 2022, our Board approved an increase in the authorization under the existing stock repurchase program under which we are authorized to repurchase up to an additional $2 billion of our common stock.

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Company Stock Price Performance

The graph below compares the cumulative total stockholder return on Intuit common stock for the last five full fiscal years with the cumulative total returns on the S&P 500 Index and the Morgan Stanley Technology Index for the same period. The graph assumes that $100 was invested in Intuit common stock and in each of the other indices on July 31, 2017, and that all dividends were reinvested. The comparisons in the graph below are based on historical data – with Intuit common stock prices based on the closing price on the dates indicated – and are not intended to forecast the possible future performance of Intuit’s common stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Intuit Inc., the S&P 500 Index,

and Morgan Stanley Technology Index

Copyright© 2022 Standard and Poor’s, a division of S&P Global. All rights reserved.

	July 31, 2017		July 31, 2018		July 31, 2019		July 31, 2020		July 31, 2021		July 31, 2022
Intuit Inc.	$	100.00	$	150.23	$	205.62	$	228.93	$	398.37	$	344.80
S&P 500	$	100.00	$	116.24	$	125.52	$	140.53	$	191.75	$	182.85
Morgan Stanley Technology Index	$	100.00	$	125.17	$	144.31	$	204.78	$	285.30	$	264.57

ITEM 6 - [RESERVED]

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ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide readers of our consolidated financial statements with the perspectives of management. This should allow the readers of this report to obtain a comprehensive understanding of our businesses, strategies, current trends, and future prospects. Our MD&A includes the following sections:

• Executive Overview: High level discussion of our operating results and some of the trends that affect our business.

• Critical Accounting Policies and Estimates: Policies and estimates that we believe are important to understanding the assumptions and judgments underlying our financial statements.

• Results of Operations: A more detailed discussion of our revenue and expenses.

• Liquidity and Capital Resources: Discussion of key aspects of our consolidated statements of cash flows, changes in our consolidated balance sheets, and our financial commitments.

You should note that this MD&A contains forward-looking statements that involve risks and uncertainties. Please see the section entitled “Forward-Looking Statements” immediately preceding Part I for important information to consider when evaluating such statements.

You should read this MD&A in conjunction with the consolidated financial statements and related notes in Item 8 of this Annual Report.

Due to the ongoing COVID-19, pandemic we continue to conduct business with modifications to employee work locations. Nearly all of our sites are now fully open. We are transitioning to a hybrid model where our workforce will spend a portion of their time working in our offices and a portion of their time working from home. We continue to evaluate and refine our return to workplace strategy.

The Russia-Ukraine war and related sanctions imposed as a result of this conflict have increased global economic and political uncertainty. Intuit does not have offices or material business in Russia or Ukraine.

While we have not experienced significant disruptions to our operations from the COVID-19 pandemic or the Russia-Ukraine war, we are unable to predict the full impact that these events will have on our operations and future financial performance, including demand for our offerings, impact to our customers and partners, actions that may be taken by governmental authorities, impact to the overall macroeconomic environment, and other factors identified in “Risk Factors” in Item 1A of Part I of this Annual Report.

In April 2020, Intuit was approved as a non-bank Small Business Administration lender for the Paycheck Protection Program (PPP). The PPP was authorized under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide small businesses loans to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt which is designed to provide assistance to small businesses during the COVID-19 pandemic.

On December 3, 2020, we acquired Credit Karma in a business combination, which operates as a separate reportable segment. We have included their results of operations in our consolidated results of operations from the date of acquisition. Segment operating income for Credit Karma includes all direct expenses related to selling and marketing, product development, and general and administrative, which is different from our other reportable segments where we do not fully allocate corporate expenses. Therefore, Credit Karma segment operating income is not comparable to the segment operating income of our other reportable segments. See Note 7 to the consolidated financial statements in Item 8 of this Annual Report for more information.

On November 1, 2021, we acquired all of the outstanding equity of The Rocket Science Group LLC (Mailchimp). Mailchimp is part of our Small Business & Self-Employed segment. We have included the results of Mailchimp in our consolidated results of operations from the date of acquisition. See Note 7 to the consolidated financial statements in Item 8 of this Annual Report for more information.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. We have included the results of Mint in the Consumer segment in the segment results below. Revenue and operating results for Mint are not significant and the previously reported segment results have not been reclassified. Effective August 1, 2022, the operating results for Mint will be included in the Credit Karma segment.

On August 1, 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants.

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EXECUTIVE OVERVIEW

This overview provides a high level discussion of our operating results and some of the trends that affect our business. We believe that an understanding of these trends is important in order to understand our financial results for fiscal 2022 as well as our future prospects. This summary is not intended to be exhaustive, nor is it a substitute for the detailed discussion and analysis provided elsewhere in this Annual Report on Form 10-K.

Industry Trends and Seasonality

Industry Trends

Artificial intelligence (AI) is transforming multiple industries, including financial technology. Disruptive start-ups, emerging ecosystems and mega-platforms are harnessing new technology to create personalized experiences, deliver data-driven insights and increase speed of service. These shifts are creating a more dynamic and highly competitive environment where customer expectations are shifting around the world as more services become digitized and the array of choices continues to increase.

Seasonality

Our Consumer and ProConnect offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically concentrated in the period from November through April. This seasonal pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

In fiscal 2022, the IRS began accepting returns on January 24, 2022, and the tax filing deadline was April 18, 2022. However, in fiscal 2021, the IRS began accepting returns on February 12, 2021, and the tax filing deadline was May 17, 2021. In fiscal 2020, the IRS began accepting returns on January 27, 2020, and the tax filing deadline was July 15, 2020. As a result of the extensions of the tax filing deadlines in 2021 and 2020, a significant amount of our fiscal 2021 and 2020 Consumer segment and ProConnect segment revenues were recognized in the fourth quarter as compared to the third quarter of fiscal 2022.

We expect the seasonality of our Consumer and ProConnect businesses to continue to have a significant impact on our quarterly financial results in the future.

Key Challenges and Risks

Our growth strategy depends upon our ability to initiate and embrace disruptive technology trends, to enter new markets, and to drive broad adoption of the products and services we develop and market. Our future growth also increasingly depends on the strength of our third-party business relationships and our ability to continue to develop, maintain, and strengthen new and existing relationships. To remain competitive and continue to grow, we are investing significant resources in our product development, marketing, and sales capabilities, and we expect to continue to do so in the future.

As we offer more online services, the ongoing operation and availability of our platforms and systems and those of our external service providers is becoming increasingly important. Because we help customers manage their financial lives, we face risks associated with the hosting, collection, use, and retention of personal customer information and data. We are investing significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities, and we expect to continue to do so in the future.

For our consumer and professional tax offerings, we have implemented additional security measures and are continuing to work with state and federal governments to implement industry-wide security and anti-fraud measures, including sharing information regarding suspicious filings. We received ISO 27001 certification for a portion of our systems, and we continue to invest in security measures and to work with the broader industry and government to protect our customers against this type of fraud. Additionally, Credit Karma’s security measures are regularly reviewed and updated.

For a complete discussion of the most significant risks and uncertainties affecting our business, please see “Forward-Looking Statements” immediately preceding Part I and “Risk Factors” in Item 1A of Part I of this Annual Report.

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Overview of Financial Results

The most important financial indicators that we use to assess our business are revenue growth for the company as a whole and for each reportable segment; operating income growth for the company as a whole; earnings per share; and cash flow from operations. We also track certain non-financial drivers of revenue growth and, when material, identify them in the applicable discussions of segment results below. Service offerings are a significant part of our business. Our total service and other revenue was $11.0 billion or 86% of our total revenue in fiscal 2022, and we expect our total service and other revenue to continue to grow in the future.

Key highlights for fiscal 2022 include the following:

Revenue of	Small Business & Self-Employed revenue of	Consumer revenue of
$12.7 B	$6.5 B	$3.9 B
up 32% from fiscal 2021	up 38% from fiscal 2021	up 10% from fiscal 2021
Credit Karma revenue of	ProConnect revenue of	Operating income of
$1.8 B	$546 M	$2.6 B
up 109% from fiscal 2021(1)	up 6% from fiscal 2021	up 3% from fiscal 2021
Net income of	Diluted net income per share of	Cash flow from operations of
$2.1 B	$7.28	$3.9 B
flat compared to fiscal 2021	down 4% from fiscal 2021	up 20% from fiscal 2021

(1) Credit Karma revenue for fiscal 2021 includes the operations of Credit Karma from the acquisition date of December 3, 2020, while fiscal 2022 includes the full twelve months of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP), we are required to make estimates, assumptions, and judgments that can have a significant impact on our net revenue, operating income or loss and net income or loss, as well as on the value of certain assets and liabilities on our consolidated balance sheets. We believe that the estimates, assumptions, and judgments involved in the following accounting policies have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies:

•Revenue Recognition

•Business Combinations

•Goodwill, Acquired Intangible Assets, and Other Long-Lived Assets – Impairment Assessments

•Legal Contingencies

•Accounting for Income Taxes – Estimates of Deferred Taxes, Valuation Allowances, and Uncertain Tax Positions

Our senior management has reviewed the development and selection of these critical accounting policies and their disclosure in this Annual Report on Form 10-K with the Audit and Risk Committee of our Board of Directors.

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Revenue Recognition

We derive our revenue primarily from the sale of online services such as tax, accounting, payroll, merchant payment processing, delivery of qualified links, e-commerce, marketing automation, customer relationship management, and packaged desktop software products and desktop software subscriptions. Our contracts with customers often include promises to transfer multiple products and services. In determining how revenue should be recognized, a five-step process is used, which requires judgment and estimates within the revenue recognition process. The primary judgments include identifying the performance obligations in the contract and determining whether the performance obligations are distinct. If any of these judgments were to change it could cause a material increase or decrease in the amount of revenue we report in a particular period. For additional information, see “Revenue Recognition” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report.

Business Combinations

As described in “Description of Business and Summary of Significant Accounting Policies – Business Combinations,” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, under the acquisition method of accounting we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to exercise judgment and make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions, and contingencies. This method allows us to refine these estimates over a one-year measurement period to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could materially decrease our operating income and net income and result in lower asset values on our consolidated balance sheet.

Significant estimates and assumptions that we must make in estimating the fair value of acquired technology, customer lists, and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.

Goodwill, Acquired Intangible Assets and Other Long-Lived Assets – Impairment Assessments

We estimate the fair value of acquired intangible assets and other long-lived assets that have finite useful lives whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. We test for potential impairment of goodwill and other intangible assets that have indefinite useful lives annually in our fourth fiscal quarter or whenever indicators of impairment arise. The timing of the annual test may result in charges to our consolidated statement of operations in our fourth fiscal quarter that could not have been reasonably foreseen in prior periods.

As described in “Description of Business and Summary of Significant Accounting Policies – Goodwill, Acquired Intangible Assets and Other Long-Lived Assets,” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, in order to estimate the fair value of goodwill we use a weighted combination of a discounted cash flow model (known as the income approach) and comparisons to publicly traded companies engaged in similar businesses (known as the market approach). The income approach requires us to use a number of assumptions, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. We evaluate cash flows at the reporting unit level. Although the assumptions we use in our discounted cash flow model are consistent with the assumptions we use to generate our internal strategic plans and forecasts, significant judgment is required to estimate the amount and timing of future cash flows from each reporting unit and the relative risk of achieving those cash flows. When using the market approach, we make judgments about the comparability of publicly traded companies engaged in similar businesses. We base our judgments on factors such as size, growth rates, profitability, risk, and return on investment. We also make judgments when adjusting market multiples of revenue, operating income, and earnings for these companies to reflect their relative similarity to our own businesses. See Note 6 to the consolidated financial statements in Item 8 of this Annual Report for a summary of goodwill by reportable segment.

We estimate the recoverability of acquired intangible assets and other long-lived assets that have finite useful lives by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. In order to estimate the fair value of those assets, we estimate the present value of future cash flows from those assets. The key assumptions that we use in our discounted cash flow model are the amount and timing of estimated future cash flows to be generated by the asset over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also make judgments about the remaining useful lives of acquired intangible assets and other long-lived assets that have finite lives. See Note 6 to the consolidated financial statements in

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Item 8 of this Annual Report for a summary of cost, accumulated amortization and weighted average life in years for our acquired intangible assets.

Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. For example, if our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of one or more of our reporting units, we may be required to record future impairment charges for goodwill and acquired intangible assets. Impairment charges could materially decrease our future net income and result in lower asset values on our consolidated balance sheets.

During the fourth quarters of fiscal 2022, fiscal 2021, and fiscal 2020, we performed our annual goodwill impairment tests. Using the methodology described in “Description of Business and Summary of Significant Accounting Policies – Goodwill, Acquired Intangible Assets and Other Long-Lived Assets,” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, we determined that the estimated fair values of all of our reporting units substantially exceeded their carrying values and that they were not impaired.

Legal Contingencies

We are subject to certain legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. We review the status of each significant matter quarterly and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we record a liability and an expense for the estimated loss. If we determine that a loss is possible and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. Significant judgment is required in the determination of whether a potential loss is probable, reasonably possible, or remote as well as in the determination of whether a potential exposure is reasonably estimable. Our accruals are based on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Potential legal liabilities and the revision of estimates of potential legal liabilities could have a material impact on our financial position and results of operations. See Note 14 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Accounting for Income Taxes – Estimates of Deferred Taxes, Valuation Allowances, and Uncertain Tax Positions

We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the United States Internal Revenue Service or other taxing jurisdictions. We estimate our current tax liability and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be realized. To the extent we believe that realization is not likely, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an accounting period, we record a corresponding tax expense in our consolidated statement of operations.

We record a valuation allowance to reflect uncertainties about whether we will be able to utilize our deferred tax assets before they expire. We assess the need for an adjustment to the valuation allowance on a quarterly basis. The assessment is based on our estimates of future sources of taxable income in the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. While we have considered future taxable income in assessing the need for a valuation allowance for the periods presented, we could in the future be required to increase the valuation allowance to take into account additional deferred tax assets that we may be unable to realize. An increase in the valuation allowance could have an adverse impact on our income tax provision and net income in the period in which we record the change.

We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate our uncertain tax positions on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results. See Note 11 to the consolidated financial statements in Item 8 of this Annual Report for more information.

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RESULTS OF OPERATIONS

A discussion regarding our financial condition and results of operations for fiscal 2022 compared to fiscal 2021 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2021 compared to fiscal 2020 can be found under Item 7 of Part II in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, filed with the SEC on September 8, 2021, which is available free of charge on the SEC’s website at www.sec.gov and on the Investor Relations section of our corporate website at investors.intuit.com.

Financial Overview
(Dollars in millions, except per share amounts)	Fiscal 2022	Fiscal 2021	Fiscal 2020	2022-2021 % Change		2021-2020 % Change
Total net revenue	$12,726	$9,633	$7,679	32	%	25	%
Operating income	2,571	2,500	2,176	3	%	15	%
Net income	2,066	2,062	1,826	—	%	13	%
Diluted net income per share	$7.28	$7.56	$6.92	(4	%)	9	%

Total net revenue increased $3.1 billion or 32% in fiscal 2022 compared with fiscal 2021. Our Small Business & Self-Employed segment revenue increased 38% primarily due to growth in our Online Ecosystem revenue, which included $762 million of revenue from Mailchimp. Revenue for our Consumer segment increased 10% primarily due to a shift in mix to our higher priced offerings including TurboTax Live and our Premier offering. Revenue for our Credit Karma segment increased $940 million in fiscal 2022 compared to fiscal 2021. This increase was primarily due to the fact that our fiscal 2021 results of operations included Credit Karma from the date of acquisition, which was December 3, 2020, while our fiscal 2022 results of operations include Credit Karma for the full reporting period. Additionally, Credit Karma revenue increased year over year primarily driven by growth in our credit card and personal loan verticals. See “Segment Results” later in this Item 7 for more information.

Operating income increased $71 million or 3% in fiscal 2022 compared with fiscal 2021. The increase was due to the higher revenue described above partially offset by an increase in expenses primarily for staffing, share-based compensation, marketing, and amortization of other acquired intangible assets. We also incurred a $141 million one-time charge related to our settlement with the 50 state attorneys general and the District of Columbia, entered into on May 4, 2022. See “Operating Expenses” later in this Item 7 and Note 14 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Net income increased $4 million in fiscal 2022 compared with fiscal 2021 due the increase in operating income described above and a slightly lower effective tax rate, which were partially offset by an increase in interest expense from borrowing $4.7 billion on a term loan in fiscal 2022. Additionally, we recorded a $30 million gain in fiscal 2021 from the sale of a note receivable that was previously written off. Diluted net income per share decreased 4% to $7.28 for fiscal 2022 due to the increase in the weighted average shares outstanding from the shares issued as part of the acquisition of Mailchimp in the second quarter of fiscal 2022, which was partially offset by the increase in net income.

Segment Results

The information below is organized in accordance with our four reportable segments. All of our segments operate primarily in the United States and sell primarily to customers in the United States. Total international net revenue was approximately 8%, 5%, and 4% of consolidated total net revenue for the twelve months ended July 31, 2022, 2021 and 2020.

On December 3, 2020, we acquired Credit Karma in a business combination and it operates as a separate reportable segment. We have included the results of operations of Credit Karma in our consolidated statements of operations from the date of acquisition. See Note 7 to the consolidated financial statements in Item 8 of this Annual Report for more information. Segment operating income for Credit Karma includes all direct expenses, which is different from our other reportable segments where we do not fully allocate corporate expenses.

On November 1, 2021, we acquired Mailchimp in a business combination. Mailchimp is part of our Small Business & Self-Employed segment. We have included the results of operations of Mailchimp in our consolidated results of operations from the date of acquisition.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. We have included the results of Mint in the Consumer segment in the segment results below. Revenue and operating results for Mint are not significant, and the previously reported segment results have not been reclassified. Effective August 1, 2022, the operating results for Mint will be included in the Credit Karma segment.

On August 1, 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants.

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Segment operating income is segment net revenue less segment cost of revenue and operating expenses. We include expenses such as corporate selling and marketing, product development, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. For Credit Karma, segment expenses include all direct expenses related to selling and marketing, product development, and general and administrative. Unallocated corporate items for all segments include share-based compensation, amortization of acquired technology, amortization of other acquired intangible assets, and goodwill and intangible asset impairment charges. These unallocated costs for all segments totaled $4.3 billion in fiscal 2022, $2.9 billion in fiscal 2021, and $2.3 billion in fiscal 2020. Unallocated costs increased in fiscal 2022 compared with fiscal 2021 due to increases in share-based compensation expense, general and administrative expense, amortization of other acquired intangible assets, amortization of acquired technology, product development, and selling and marketing expense. See Note 15 to the consolidated financial statements in Item 8 of this Annual Report for reconciliations of total segment operating income to consolidated operating income for each fiscal year presented.

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 Small Business & Self-Employed

Small Business & Self-Employed segment revenue includes both Online Ecosystem and Desktop Ecosystem revenue.

Our Online Ecosystem includes revenue from:

•QuickBooks Online, QuickBooks Live, QuickBooks Online Advanced and QuickBooks Self-Employed financial and business management offerings;

•Small business payroll services, including QuickBooks Online Payroll, Intuit Online Payroll, Intuit Full Service Payroll;

•Merchant payment processing services for small businesses who use online offerings;

•Mailchimp’s e-commerce, marketing automation, and customer relationship management offerings;

•QuickBooks Commerce, QuickBooks Checking, and financing for small businesses.

Our Desktop Ecosystem includes revenue from:

•QuickBooks Desktop software subscriptions (QuickBooks Desktop Pro Plus, QuickBooks Desktop Premier Plus, and QuickBooks Enterprise, and ProAdvisor Program memberships for the accounting professionals who serve small businesses);

•QuickBooks Desktop packaged software products (Desktop Pro, Desktop for Mac, Desktop Premier, and QuickBooks Point of Sale);

•Desktop payroll products (QuickBooks Basic Payroll, QuickBooks Assisted Payroll and QuickBooks Enhanced Payroll);

•Merchant payment processing services for small businesses who use desktop offerings;

•Financial supplies; and

•Financing for small businesses.

Segment product revenue is primarily derived from revenue related to delivery of software licenses and the related updates, including version protection, for our QuickBooks Desktop subscriptions and desktop payroll offerings which are part of our Desktop Ecosystem. Segment service and other revenue is primarily derived from our Online Ecosystem revenue and revenue from the services and support that are provided as part of our QuickBooks Desktop subscription and desktop payroll offerings as well as merchant payment processing services.

(Dollars in millions)	Fiscal 2022			Fiscal 2021			Fiscal 2020			2022-2021 % Change		2021-2020 % Change
Product revenue	$	1,113		$	1,085		$	1,032
Service and other revenue	5,347			3,603			3,018
Total segment revenue	$	6,460		$	4,688		$	4,050		38	%	16	%
% of total revenue	51		%	49		%	53		%
Segment operating income	$	3,499		$	2,590		$	2,091		35	%	24	%
% of related revenue	54		%	55		%	52		%

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Revenue classified by significant product and service offerings was as follows:

(Dollars in millions)	Fiscal 2022		Fiscal 2021		Fiscal 2020		2022-2021 % Change		2021-2020 % Change
Net revenue:
QuickBooks Online Accounting	$	2,267	$	1,699	$	1,354	33	%	25	%
Online Services	2,171		1,051		828		107	%	27	%
Total Online Ecosystem	4,438		2,750		2,182		61	%	26	%
QuickBooks Desktop Accounting	851		789		755		8	%	5	%
Desktop Services and Supplies	1,171		1,149		1,113		2	%	3	%
Total Desktop Ecosystem	2,022		1,938		1,868		4	%	4	%
Total Small Business & Self-Employed	$	6,460	$	4,688	$	4,050	38	%	16	%

Revenue for our Small Business & Self-Employed segment increased $1.8 billion or 38% in fiscal 2022 compared with fiscal 2021. The increase was primarily due to growth in Online Ecosystem revenue, which included $762 million of revenue from Mailchimp.

Online Ecosystem

Online Ecosystem revenue increased $1.7 billion or 61% in fiscal 2022 compared with fiscal 2021. QuickBooks Online Accounting revenue increased 33% in fiscal 2022 compared with fiscal 2021 primarily due to higher effective prices, an increase in customers, and a shift in mix to our higher priced offerings. Online Services revenue increased 107% in fiscal 2022 compared with fiscal 2021 primarily due to additional revenue from the Mailchimp offerings and an increase in revenue from our payroll and payments offerings. Online payroll revenue increased due to an increase in customers and a shift in mix to our full service offering. Online payments revenue increased due to an increase in charge volume per customer and an increase in customers.

Desktop Ecosystem

Desktop Ecosystem revenue increased $84 million or 4% in fiscal 2022 compared with fiscal 2021 primarily due to growth in our QuickBooks Desktop and Enterprise subscription offerings which was partially offset by a decrease in Desktop unit sales. In the first quarter of fiscal 2022, we discontinued our QuickBooks Desktop packaged software products and now sell predominantly on a subscription basis. Additionally, during fiscal 2022, there was an increase in revenue from our Desktop Payroll and Desktop Payments offerings.

Small Business & Self-Employed segment operating income increased $909 million or 35% in fiscal 2022 compared with fiscal 2021 primarily due to the increase in revenue described above, partially offset by higher expenses. We incurred higher expenses for staffing, marketing, and outside services.

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 Consumer

Consumer segment product revenue is derived primarily from TurboTax desktop tax return preparation software and related form updates.

Consumer segment service and other revenue is derived primarily from TurboTax Online and TurboTax Live offerings, electronic tax filing services and connected services, and also from our Mint offering.

(Dollars in millions)	Fiscal 2022			Fiscal 2021			Fiscal 2020			2022-2021 % Change		2021-2020 % Change
Product revenue	$	208		$	201		$	203
Service and other revenue	3,707			3,362			2,933
Total segment revenue	$	3,915		$	3,563		$	3,136		10	%	14	%
% of total revenue	31		%	37		%	41		%
Segment operating income	$	2,483		$	2,237		$	2,063		11	%	8	%
% of related revenue	63		%	63		%	66		%

Revenue for our Consumer segment increased $352 million or 10% in fiscal 2022 compared with fiscal 2021 primarily due to a shift in mix to our higher priced product offerings including TurboTax Live and our Premier offering.

Consumer segment operating income increased $246 million or 11% in fiscal 2022 compared with fiscal 2021 due to the higher revenue described above, which was partially offset by higher expenses for marketing and staffing.

Effective August 1, 2022, our Mint offering is part of our Credit Karma segment.

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Credit Karma

Credit Karma revenue is derived from cost-per-action transactions, which include the delivery of qualified links that result in completed actions such as credit card issuances and personal loan funding; and cost-per-click and cost-per-lead transactions, which include user clicks on advertisements or advertisements that allow for the generation of leads, and primarily relate to mortgage and insurance businesses.

(Dollars in millions)	Fiscal 2022			Fiscal 2021			Fiscal 2020			2022-2021 % Change		2021-2020 % Change
Product revenue	$	—		$	—		$	—
Service and other revenue	1,805			865			—
Total segment revenue	$	1,805		$	865		$	—		109	%	N/A
% of total revenue	14		%	9		%	—		%
Segment operating income	$	531		$	182		$	—		192	%	N/A
% of related revenue	29		%	21		%	N/A

We acquired Credit Karma on December 3, 2020. Our results of operations include the operations of Credit Karma beginning on the date of acquisition.

Revenue for our Credit Karma segment increased $940 million in fiscal 2022 compared with fiscal 2021. Our fiscal 2021 results of operations include Credit Karma from the date of acquisition, which was December 3, 2020, and our fiscal 2022 results of operations include Credit Karma for the full fiscal year. Credit Karma revenue also increased in fiscal 2022 primarily driven by growth in our credit card and personal loan verticals.

Credit Karma segment operating income increased $349 million in fiscal 2022 compared with fiscal 2021, primarily due to the increase in revenue described above, which was partially offset by higher expenses for staffing and marketing.

Effective August 1, 2022, our Mint offering is part of our Credit Karma segment.

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ProConnect

ProConnect segment product revenue is derived primarily from Lacerte, ProSeries, and ProFile desktop tax preparation software products and related form updates.

ProConnect segment service and other revenue is derived primarily from ProConnect Tax Online tax products, electronic tax filing service, connected services, and bank products.

(Dollars in millions)	Fiscal 2022			Fiscal 2021			Fiscal 2020			2022-2021 % Change		2021-2020 % Change
Product revenue	$	426		$	412		$	400
Service and other revenue	120			105			93
Total segment revenue	$	546		$	517		$	493		6	%	5	%
% of total revenue	4		%	5		%	6		%
Segment operating income	$	383		$	372		$	346		3	%	8	%
% of related revenue	70		%	72		%	70		%

Revenue for our ProConnect segment increased $29 million or 6% in fiscal 2022 compared with fiscal 2021 primarily due to a higher average revenue per customer and a shift in mix.

ProConnect segment operating income increased $11 million or 3% in fiscal 2022 compared with fiscal 2021 primarily due to the higher revenue described above, which was partially offset by higher expenses for staffing.

In August 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants.

 Intuit Fiscal 2022 Form 10-K 43

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Cost of Revenue
(Dollars in millions)	Fiscal 2022		% of Related Revenue		Fiscal 2021		% of Related Revenue		Fiscal 2020		% of Related Revenue
Cost of product revenue	$	69	4	%	$	69	4	%	$	72	4	%
Cost of service and other revenue	2,197		20	%	1,564		20	%	1,284		21	%
Amortization of acquired technology	140		n/a		50		n/a		22		n/a
Total cost of revenue	$	2,406	19	%	$	1,683	17	%	$	1,378	18	%

Our cost of revenue has three components: (1) cost of product revenue, which includes the direct costs of manufacturing and shipping or electronically downloading our desktop software products; (2) cost of service and other revenue, which includes the direct costs associated with our online and service offerings, such as costs for data processing and storage capabilities from cloud providers, customer support costs, costs for the tax and bookkeeping experts that support our TurboTax Live and QuickBooks Live offerings, and costs related to credit score providers; and (3) amortization of acquired technology, which represents the cost of amortizing developed technologies that we have obtained through acquisitions over their useful lives.

Cost of product revenue as a percentage of product revenue was relatively consistent in fiscal 2022 compared with fiscal 2021. We expense costs of product revenue as they are incurred for delivered software, and we do not defer any of these costs when product revenue is deferred.

Cost of service and other revenue as a percentage of service and other revenue was relatively consistent in fiscal 2022 compared with fiscal 2021.

Operating Expenses
(Dollars in millions)	Fiscal 2022		% of Total Net Revenue		Fiscal 2021		% of Total Net Revenue		Fiscal 2020		% of Total Net Revenue
Selling and marketing	$	3,526	29	%	$	2,644	28	%	$	2,048	27	%
Research and development	2,347		18	%	1,678		17	%	1,392		18	%
General and administrative	1,460		11	%	982		10	%	679		9	%
Amortization of other acquired intangible assets	416		3	%	146		2	%	6		—	%
Total operating expenses	$	7,749	61	%	$	5,450	57	%	$	4,125	54	%

Total operating expenses as a percentage of total net revenue increased in fiscal 2022 compared to fiscal 2021. Total net revenue increased $3.1 billion or 32% and total operating expenses increased $2.3 billion or 42%. Total staffing increased $585 million; total share-based compensation expense increased $478 million; total marketing increased $434 million; and total amortization of other acquired intangible assets increased $270 million, which was primarily related to Mailchimp and Credit Karma. We also incurred a $141 million one-time charge related to the company’s settlement with the 50 state attorneys general and the District of Columbia, entered into on May 4, 2022.

Non-Operating Income and Expenses

Interest Expense

Interest expense of $81 million in fiscal 2022 consisted primarily of interest on our unsecured term loan, senior unsecured notes, and secured revolving credit facility. Interest expense of $29 million in fiscal 2021 consisted primarily of interest on our senior unsecured notes, secured revolving credit facility, unsecured term loan, and unsecured revolving credit facility. See Note 8 to the consolidated financial statements in Item 8 of this Annual Report for more information.

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Interest and Other Income, Net

(In millions)	Fiscal 2022		Fiscal 2021		Fiscal 2020
Interest income (1)	$	15	$	11	$	39
Net gain (loss) on executive deferred compensation plan assets (2)	(12)		28		5
Other (3)	49		46		(8)
Total interest and other income, net	$	52	$	85	$	36

(1)    Interest income increased in fiscal 2022 compared to fiscal 2021 due to higher average interest rates.

(2)    In accordance with authoritative guidance, we record gains and losses associated with executive deferred compensation plan assets in interest and other income and gains and losses associated with the related liabilities in operating expenses. The total amounts recorded in operating expenses for each period are approximately equal to the total amounts recorded in interest and other income in those periods.

(3)    In fiscal 2022, we recorded $47 million of net gains on other long-term investments. In fiscal 2021, we recorded a $30 million gain from the sale of a note receivable that was previously written off and net gains on other long-term investments of $17 million.

Income Taxes

Our effective tax rates for fiscal 2022 and fiscal 2021 were approximately 19% for both periods. Excluding the tax benefits related to share-based compensation, our effective tax rates for fiscal 2022 and fiscal 2021 were approximately 24%. This rate differed from the federal statutory rate of 21% primarily due to state income taxes and non-deductible share-based compensation, which were partially offset by the benefit we received from the federal research and experimentation credit. See Note 11 to the consolidated financial statements in Item 8 of this Annual Report for more information about our effective tax rates.

At July 31, 2022, we had net deferred tax liabilities of $608 million which included a valuation allowance for state research and experimentation tax credit carryforwards, foreign loss carryforwards, foreign intangible deferred tax assets and state operating loss carryforwards. See “Critical Accounting Policies and Estimates” earlier in this Item 7 and Note 11 to the consolidated financial statements in Item 8 of this Annual Report for more information.

A provision enacted as part of the 2017 Tax Cuts & Jobs Act requires companies to capitalize research and experimental expenditures for tax purposes in tax years beginning after December 31, 2021. This provision is applicable to us for our fiscal 2023. If this provision is not repealed or deferred, we expect our fiscal 2023 cash tax payments to increase significantly compared to our fiscal 2022.

The Inflation Reduction Act was enacted on August 16, 2022. This law, among other provisions, provides a corporate alternative minimum tax on adjusted financial statement income, which is effective for us beginning in fiscal 2024, and an excise tax on corporate stock repurchases, which is effective for our share repurchases after December 31, 2022. We are continuing to evaluate the impact it may have on our financial position and results of operations.

In the current global tax policy environment, the U.S. and other domestic and foreign governments continue to consider, and in some cases enact, changes in corporate tax laws. As changes occur, we account for finalized legislation in the period of enactment.

 Intuit Fiscal 2022 Form 10-K 45

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LIQUIDITY AND CAPITAL RESOURCES

Overview

At July 31, 2022, our cash, cash equivalents and investments totaled $3.3 billion, a decrease of $589 million from July 31, 2021, due to the factors described in “Statements of Cash Flows” below. Our primary sources of liquidity have been cash from operations, which includes the collection of accounts receivable for products and services, the issuance of senior unsecured notes, and borrowings under our credit facilities. Our primary uses of cash have been for research and development programs, selling and marketing activities, acquisitions of businesses, repurchases of our common stock under our stock repurchase programs, the payment of cash dividends, debt service costs and debt repayment, and capital projects. As discussed in “Executive Overview – Industry Trends and Seasonality” earlier in this Item 7, our business is subject to significant seasonality. The balance of our cash, cash equivalents and investments generally fluctuates with that seasonal pattern. We believe the seasonality of our business is likely to continue in the future.

The following table summarizes selected measures of our liquidity and capital resources at the dates indicated:

(Dollars in millions)	July 31, 2022		July 31, 2021		$ Change		% Change
Cash, cash equivalents and investments	$	3,281	$	3,870	$	(589)	(15)	%
Long-term investments	98		43		55		128	%
Short-term debt	499		—		499		NM
Long-term debt	6,415		2,034		4,381		215	%
Working capital	1,417		2,502		(1,085)		(43)	%
Ratio of current assets to current liabilities	1.4 : 1		1.9 : 1

NM - Not meaningful

We have historically generated significant cash from operations, and we expect to continue to do so during fiscal 2023. Our cash, cash equivalents, and investments totaled $3.3 billion at July 31, 2022, none of those funds were restricted, and approximately 90% of those funds were located in the U.S.

On November 1, 2021, we terminated our amended and restated credit agreement dated May 2, 2019, and entered into a credit agreement with certain institutional lenders with an aggregate principal amount of $5.7 billion, which includes a $1 billion unsecured revolving credit facility that matures on November 1, 2026, and a $4.7 billion unsecured term loan that matures on November 1, 2024. On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. The $1 billion unsecured revolving credit facility is available to us for general corporate purposes and serves as a source of liquidity. See Note 8 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Our secured revolving credit facility is available to fund a portion of our loans to qualified small businesses. At July 31, 2022, $230 million was outstanding under the secured revolving credit facility. See “Credit Facilities” later in this Item 7 for more information.

Based on past performance and current expectations, we believe that our cash and cash equivalents, investments, and cash generated from operations will be sufficient to meet anticipated seasonal working capital needs, capital expenditure requirements, contractual obligations, commitments, debt service requirements, and other liquidity requirements associated with our operations for at least the next 12 months.

We expect to return excess cash generated by operations to our stockholders through payment of cash dividends, after taking into account our operating and strategic cash needs.

On December 3, 2020, we acquired Credit Karma. The fair value of the purchase consideration totaled $7.2 billion and included $3.4 billion in cash, 10.6 million shares of Intuit common stock with a fair value of $3.8 billion and assumed equity awards for services rendered through the acquisition date of $47 million. See "Business Combinations" below for more information.

On November 1, 2021, we acquired all of the outstanding equity of Mailchimp for total consideration of $12.0 billion, which included $5.7 billion in cash and 10.1 million shares of Intuit common stock with a value of approximately $6.3 billion. See Note 7 to the consolidated financial statements in Item 8 of this Annual Report for more information.

We evaluate, on an ongoing basis, the merits of acquiring technology or businesses, or establishing strategic relationships with and investing in other companies. Our strong liquidity profile enables us to quickly respond to these types of opportunities.

 Intuit Fiscal 2022 Form 10-K 46

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Statements of Cash Flows

The following table summarizes selected items from our consolidated statements of cash flows for fiscal 2022, fiscal 2021, and fiscal 2020. See the consolidated financial statements in Item 8 of this Annual Report for complete consolidated statements of cash flows for those periods.

	Fiscal		Fiscal		Fiscal
(Dollars in millions)	2022		2021		2020
Net cash provided by (used in):
Operating activities	$	3,889	$	3,250	$	2,414
Investing activities	(5,421)		(3,965)		(97)
Financing activities	1,732		(3,176)		2,034
Effect of exchange rates on cash, cash equivalents, restricted cash, and restricted cash equivalents	(22)		13		(6)
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents	$	178	$	(3,878)	$	4,345

During fiscal 2022, we generated $3.9 billion in cash from operations. We also received $4.7 billion from borrowings under our term loan, $928 million for the net sales and maturities of investments, and $162 million from the issuance of common stock under employee stock plans. During the same period, we used $5.7 billion for the acquisition of a business, $1.9 billion for the repurchase of shares of our common stock under our stock repurchase programs, $774 million for the payment of cash dividends, $611 million for payments for employee taxes withheld upon vesting of restricted stock units, $414 million for net originations of term loans, and $229 million for capital expenditures.

During fiscal 2021, we generated $3.3 billion in cash from operations and $196 million from the issuance of common stock under employee stock plans. During the same period, we used $3.1 billion for the acquisitions of businesses, $1.3 billion for the repayment of debt, $1.0 billion for the repurchase of shares of our common stock under our stock repurchase programs, $710 million for the net purchases of investments, $646 million for the payment of cash dividends, $383 million for payments for employee taxes withheld upon vesting of restricted stock units, $125 million for capital expenditures, and $96 million for net originations of term loans.

Stock Repurchase Programs and Dividends on Common Stock

As described in Note 12 to the financial statements in Item 8 of this Annual Report, during fiscal 2022 and fiscal 2021, we continued to repurchase shares of our common stock under a series of repurchase programs that our Board of Directors has authorized. At July 31, 2022, we had authorization from our Board of Directors to expend up to an additional $1.5 billion for stock repurchases. On August 19, 2022, our Board approved an increased authorization to purchase up to an additional $2 billion of our common stock under the existing stock repurchase program. We currently expect to continue repurchasing our common stock on a quarterly basis; however, 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.

We have continued to pay quarterly cash dividends on shares of our outstanding common stock. During fiscal 2022, we declared cash dividends that totaled $2.72 per share of outstanding common stock or approximately $781 million. In August 2022, our Board of Directors declared a quarterly cash dividend of $0.78 per share of outstanding common stock payable on October 18, 2022 to stockholders of records at the close of business on October 10, 2022. We currently expect to continue paying comparable cash dividends on a quarterly basis; however, 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.

Business Combinations

Mailchimp

On November 1, 2021, we acquired all of the outstanding equity of Mailchimp for total consideration of $12.0 billion, which included $5.7 billion in cash and 10.1 million shares of Intuit common stock with a value of approximately $6.3 billion. The fair value of the stock consideration is based on the October 29, 2021 closing price of Intuit common stock of $625.99.

Pursuant to the equity purchase agreement, we also issued approximately 583,000 restricted stock units (RSUs) in substitution of outstanding equity incentive awards. These RSUs have a grant date fair value of approximately $355 million and will be expensed over three years. Additionally, we issued approximately 325,000 RSUs with a total grant date fair value of approximately $211 million to Mailchimp employees, of which $151 million will be expensed over four years and $60 million was expensed during the first six months following the acquisition date.

Mailchimp is part of our Small Business & Self-Employed segment. We have included the financial results of Mailchimp in the consolidated financial statements from the date of acquisition.

 Intuit Fiscal 2022 Form 10-K 47

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Credit Karma

On December 3, 2020, we acquired Credit Karma for total consideration of $8.1 billion which included assumed equity awards and restricted shares subject to a revest provision.

The fair value of the purchase consideration totaled $7.2 billion and included $3.4 billion in cash, 10.6 million shares of Intuit common stock with a fair value of $3.8 billion and assumed equity awards for services rendered through the acquisition date of $47 million.

We also issued shares of common stock with a fair value of $275 million which are restricted due to a revest provision and will be expensed over a service period of three years. The share-based compensation expense related to these restricted shares is non-deductible for income tax purposes. Additionally, we assumed equity awards for future services with a fair value of $663 million that are being charged to expense over the remaining service periods, which average approximately three years.

The fair value of the stock consideration is based on the December 2, 2020 closing price of Intuit common stock of $355.49.

As part of the merger agreement, following the close of the transaction, we issued approximately $300 million of restricted stock units to the employees of Credit Karma, which will be charged to expense over a service period of four years.

Credit Karma operates as a separate reportable segment. We have included the financial results of Credit Karma in the consolidated financial statements from the date of acquisition. See Note 7 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Commitments for Senior Unsecured Notes

In June 2020, we issued $2 billion of senior unsecured notes comprised of the following:

•$500 million of 0.650% notes due July 2023;

•$500 million of 0.950% notes due July 2025;

•$500 million of 1.350% notes due July 2027; and

•$500 million of 1.650% notes due July 2030 (together, the Notes).

Interest is payable semiannually on January 15 and July 15 of each year. At July 31, 2022, our maximum commitment for interest payments under the Notes was $117 million through the maturity dates.

The Notes are senior unsecured obligations of Intuit and rank equally with all existing and future unsecured and unsubordinated indebtedness of Intuit and are redeemable by us at any time, subject to a make-whole premium. Upon the occurrence of change of control transactions that are accompanied by certain downgrades in the credit ratings of the Notes, we will be required to repurchase the Notes at a repurchase price equal to 101% of the aggregate outstanding principal plus any accrued and unpaid interest to but not including the date of repurchase. The indenture governing the Notes requires us to comply with certain covenants. For example, the Notes limit our ability to create certain liens and enter into sale and leaseback transactions. As of July 31, 2022, we were compliant with all covenants governing the Notes. See Note 8 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Credit Facilities

Unsecured Revolving Credit Facility and Term Loan

On November 1, 2021, we terminated our amended and restated credit agreement dated May 2, 2019 (2019 Credit Facility), and entered into a credit agreement with certain institutional lenders with an aggregate principal amount of $5.7 billion, which includes a $4.7 billion unsecured term loan that matures on November 1, 2024, and a $1 billion unsecured revolving credit facility that matures on November 1, 2026 (2021 Credit Facility).

Under the 2021 Credit Facility we may, subject to certain customary conditions including lender approval, on one or more occasions increase commitments under the unsecured revolving credit facility in an amount not to exceed $250 million in the aggregate and may extend the maturity date up to two times. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.1%, or (ii) the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.69% to 1.1%. Actual margins under either election will be based on our senior debt credit ratings. At July 31, 2022, no amounts were outstanding under the unsecured revolving credit facility. We monitor counterparty risk associated with the institutional lenders that are providing the credit facility.

On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. Under this agreement we may, subject to certain customary conditions, on one or more occasions increase commitments under the term loan in an amount not to exceed $400 million in the aggregate. The term loan accrues interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.125% or SOFR plus a margin that ranges from 0.625% to 1.125%. Actual margins under either election are based on our senior debt credit ratings. At July 31, 2022, $4.7 billion was outstanding under the term loan.

 Intuit Fiscal 2022 Form 10-K 48

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The 2021 Credit Facility includes customary affirmative and negative covenants, including financial covenants that require us to maintain a ratio of total gross debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA) of not greater than 3.25 to 1.00 and a ratio of annual EBITDA to annual interest expense of not less than 3.00 to 1.00 as of the last day of each fiscal quarter. As of July 31, 2022, we were compliant with all required covenants.

Secured Revolving Credit Facility

On February 19, 2019, a subsidiary of Intuit entered into a secured revolving credit facility with a lender to fund a portion of our loans to qualified small businesses. The revolving credit facility is secured by cash and receivables of the subsidiary and is non-recourse to Intuit Inc. We have entered into several amendments to the secured revolving credit facility, most recently on July 18, 2022, primarily to increase the facility limit, extend the commitment term and maturity date and update the benchmark interest rate. Under the amended agreement, the facility limit is $500 million, of which $300 million is committed and $200 million is uncommitted. Advances accrue interest at adjusted simple SOFR plus 1.5%. Unused portions of the committed credit facility accrue interest at a rate ranging from 0.25% to 0.75%, depending on the total unused committed balance. The commitment term is through July 18, 2025, and the final maturity date is July 20, 2026. The agreement includes certain affirmative and negative covenants, including financial covenants that require the subsidiary to maintain specified financial ratios. As of July 31, 2022, we were compliant with all required covenants. At July 31, 2022, $230 million was outstanding under this facility and the weighted-average interest rate was 3.96%, which includes the interest on any unused committed portion. The outstanding balance is secured by cash and receivables of the subsidiary totaling $615 million.

Cash Held by Foreign Subsidiaries

Our cash, cash equivalents and investments totaled $3.3 billion at July 31, 2022. Approximately 10% of those funds were held by our foreign subsidiaries and subject to repatriation tax considerations. These foreign funds were located primarily in Canada, the United Kingdom, and India. We do not expect to pay incremental U.S. taxes on repatriation. We have recorded income tax expense for Canada, India, and Israel withholding taxes on earnings that are not permanently reinvested. In the event that funds from foreign operations are repatriated to the United States, we would pay withholding taxes at that time.

CONTRACTUAL OBLIGATIONS

The following table summarizes our known contractual obligations to make future payments at July 31, 2022:

	Payments Due by Period
	Less than		1-3		3-5		More than
(In millions)	1 year		years		years		5 years		Total
Amounts due under executive deferred compensation plan	$	147	$	—	$	—	$	—	$	147
Senior unsecured notes	500		500		500		500		2,000
Unsecured term loan	—		4,700		—		—		4,700
Secured revolving credit facility	—		—		230		—		230
Interest and fees due on debt	161		227		37		25		450
Operating leases (1)	64		198		143		323		728
Purchase obligations (2)	673		904		261		468		2,306
Total contractual obligations (3)	$	1,545	$	6,529	$	1,171	$	1,316	$	10,561

(1)Includes operating leases for facilities and equipment. Amounts do not include $31 million of future sublease income. We had no significant finance leases at July 31, 2022. See Note 10 to the consolidated financial statements in Item 8 of this Annual Report for more information.

(2)Represents agreements to purchase products and services that are enforceable, legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payments.

(3)Other long-term obligations on our consolidated balance sheet at July 31, 2022, included long-term income tax liabilities of $44 million which related primarily to unrecognized tax benefits. We have not included this amount in the table above because we cannot make a reasonably reliable estimate regarding the timing of settlements with taxing authorities, if any.

RECENT ACCOUNTING PRONOUNCEMENTS

For a description of recent accounting pronouncements and the potential impact of these pronouncements on our consolidated financial statements, see Note 1 to the financial statements in Item 8 of this Annual Report.

 Intuit Fiscal 2022 Form 10-K 49

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ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment Portfolio and Interest Rate Risk

We actively monitor market conditions and developments specific to the securities in which we invest. We believe that we take a conservative approach to investing our funds in that we invest only in highly-rated securities and diversify our portfolio of investments. While we believe we take prudent measures to mitigate investment-related risks, such risks cannot be fully eliminated because of market circumstances that are outside our control.

Our investments consist of instruments that meet quality standards that are consistent with our investment policy. This policy specifies that, except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market funds, we diversify our investments by limiting our holdings with any individual issuer. We do not hold derivative financial instruments or European sovereign debt in our portfolio of investments. See Note 2 and Note 3 to the consolidated financial statements in Item 8 of this Annual Report for a summary of the amortized cost and fair value of our investments by type of issue.

Our cash equivalents and investments are subject to market risk due to changes in interest rates. Interest rate movements affect the interest income we earn on cash equivalents and investments and the value of those investments. At July 31, 2022, our cash equivalents and investments totaled $2.5 billion and had a weighted average pre-tax yield of 1.976%. Total interest income for fiscal 2022 was $15 million. If the Federal Reserve Target Rate had increased by 25 basis points from the level of July 31, 2022, the value of our investments at that date would have decreased by approximately $2 million. If the Federal Reserve Target Rate had increased by 100 basis points from the level of July 31, 2022, the value of our investments at that date would have decreased by approximately $8 million.

We are also exposed to the impact of changes in interest rates as they affect our $5.7 billion unsecured credit facility, which includes a $1 billion unsecured revolving credit facility and a $4.7 billion unsecured term loan, and our $500 million secured revolving credit facility. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to the alternate base rate plus a margin that ranges from 0.0% to 0.1% or the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.69% to 1.1%. The unsecured term loan accrues interest at rates that are equal to the alternate base rate plus a margin that ranges from 0.0% to 0.125% or SOFR plus a margin that ranges from 0.625% to 1.125%. Actual margins under the unsecured credit facility are based on our senior debt credit ratings. Advances under the secured revolving credit facility accrue interest at a rate of adjusted simple SOFR plus 1.5%. Consequently, our interest expense fluctuates with changes in the general level of these interest rates. At July 31, 2022, no amounts were outstanding under the unsecured revolving credit facility, $4.7 billion was outstanding under the unsecured term loan, and $230 million was outstanding under the secured revolving credit facility. See Note 8 to the consolidated financial statements in Item 8 of this Annual Report for more information.

In June 2020, we issued $2 billion of senior unsecured notes (together, the Notes) which was comprised of the following: $500 million of 0.650% notes due in July 2023, $500 million of 0.950% notes due in July 2025, $500 million of 1.350% notes due in July 2027, and $500 million of 1.650% notes due in July 2030. We carry these Notes at face value less unamortized discount and unamortized debt issuance costs on our consolidated balance sheet. Since these Notes bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates. However, the fair value of these Notes fluctuates when interest rates change. See Note 2 and Note 8 to the consolidated financial statements in Item 8 of this Annual Report for more information.

Impact of Foreign Currency Rate Changes

The functional currencies of our international operating subsidiaries are generally the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate revenue, costs and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our consolidated balance sheets. We include net gains and losses resulting from foreign exchange transactions in interest and other income in our consolidated statements of operations.

Since we translate foreign currencies (primarily Canadian dollars, Indian rupees, and British pounds) into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results. The historical impact of currency fluctuations on our financial results has generally been immaterial. We believe that our exposure to currency exchange fluctuation risk is not significant because our global subsidiaries invoice customers and satisfy their financial obligations almost exclusively in their local currencies. We believe the impact of currency fluctuations will continue to not be significant in the foreseeable future due to the reasons cited above. As of July 31, 2022, we did not engage in foreign currency hedging activities.

 Intuit Fiscal 2022 Form 10-K 50

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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements are filed as part of this report:

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)	52
Consolidated Statements of Operations for each of the three years in the period ended July 31, 2022	55
Consolidated Statements of Comprehensive Income for each of the three years in the period ended July 31, 2022	56
Consolidated Balance Sheets as of July 31, 2022 and 2021	57
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended July 31, 2022	58
Consolidated Statements of Cash Flows for each of the three years in the period ended July 31, 2022	59
Notes to Consolidated Financial Statements	61

2.INDEX TO FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule is filed as part of this report and should be read in conjunction with the Consolidated Financial Statements:

Schedule		Page
II	Valuation and Qualifying Accounts	94

All other schedules not listed above have been omitted because they are inapplicable or are not required.

 Intuit Fiscal 2022 Form 10-K 51

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Intuit Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Intuit Inc. (the Company) as of July 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended July 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated September 2, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Determination of Distinct Performance Obligations in Revenue Contracts

Description of the Matter

As described in Note 1 to the consolidated financial statements, the Company enters into contracts with customers that often include promises to transfer multiple products and services. The Company has generally concluded that software licenses and services are separate performance obligations and revenues from software licenses and services are recognized as those products and services are provided. Given the nature of the Company’s product and service offerings, there is complexity in determining whether software licenses and services are considered performance obligations that should be accounted for separately or together. Auditing the Company’s determination of distinct performance obligations related to its various product and service offerings involved complex auditor judgment. In particular, significant judgment was required when assessing whether the promised products and services are separate performance obligations or inputs to a combined performance obligation due to the evaluation of the interdependency or interrelation of the promised products and services within each contract.

 Intuit Fiscal 2022 Form 10-K 52

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s processes, as they relate to the determination of distinct performance obligations. We also obtained an understanding of the Company’s product and service offerings and tested the application of the revenue recognition accounting model to determine distinct performance obligations.
Among other audit procedures, we evaluated whether the performance obligations identified by the Company were capable of being distinct and distinct in the context of the contract through review of contracts, discussions with management, observing product demonstrations and review of the Company’s website and other marketing materials. More specifically, we evaluated the Company’s determination of whether the contract was to deliver (1) multiple promised products or services that constitute separate performance obligations or (2) a single performance obligation that is comprised of the combined products or services. That is, considering the utility, integration, interrelation or interdependence of the products and services, we evaluated whether the multiple promised products and services that were delivered to the customer were outputs or inputs to a combined item.

Accounting for Acquisition of Mailchimp

Description of the Matter

As described in Note 7 to the consolidated financial statements, during the year ended July 31, 2022, the Company completed its acquisition of Mailchimp for a total purchase price of $12.0 billion, which was accounted for as a business combination. Auditing the Company's accounting for its acquisition of Mailchimp was complex due to the significant estimation uncertainty in determining the fair value of customer lists, purchased technology, and trade names/trademarks intangible assets, and judgment involved in applying the acquisition method of accounting to specific facts and circumstances of the acquisition. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The significant assumptions used to estimate the fair values of the intangible assets based on forecasted results included revenue growth rates and operating margins. Each of these assumptions was subjective and involved significant judgment as they are forward looking and could be affected by future economic and market conditions.

How We Addressed the
Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for acquisitions, such as controls over the application of acquisition accounting, and the measurement of customer lists, purchased technology, and trade names/trademarks intangible assets, including the underlying assumptions used to develop such estimates, and application of the acquisition method of accounting to specific facts and circumstances of the acquisition.
To test the estimated fair value of the customer lists, purchased technology, and trade names/trademarks intangible assets, we performed substantive audit procedures that included, among others, evaluating the Company’s selection of valuation methodologies with the assistance of our valuation specialists and application of acquisition accounting, and evaluating the significant assumptions used by the Company to develop the forecasted revenue growth rates and projected operating margins. For example, we compared the significant assumptions to current industry, market and economic trends, and to the historical results of the acquired business and tested the completeness and accuracy of the underlying data used by management in the valuation.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1990.

San Jose, California

September 2, 2022

 Intuit Fiscal 2022 Form 10-K 53

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Intuit Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Intuit Inc.’s internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Intuit Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of July 31, 2022, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Mailchimp, which is included in the July 31, 2022 consolidated financial statements of the Company and constituted less than one percent of both total and net assets, as of July 31, 2022 and six percent of revenues, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Mailchimp.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of July 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended July 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated September 2, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

September 2, 2022

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INTUIT INC. CONSOLIDATED STATEMENTS OF OPERATIONS
	Twelve Months Ended July 31,
(In millions, except per share amounts)	2022		2021		2020
Net revenue:
Product	$	1,747	$	1,698	$	1,635
Service and other	10,979		7,935		6,044
Total net revenue	12,726		9,633		7,679
Costs and expenses:
Cost of revenue:
Cost of product revenue	69		69		72
Cost of service and other revenue	2,197		1,564		1,284
Amortization of acquired technology	140		50		22
Selling and marketing	3,526		2,644		2,048
Research and development	2,347		1,678		1,392
General and administrative	1,460		982		679
Amortization of other acquired intangible assets	416		146		6
Total costs and expenses	10,155		7,133		5,503
Operating income	2,571		2,500		2,176
Interest expense	(81)		(29)		(14)
Interest and other income, net	52		85		36
Income before income taxes	2,542		2,556		2,198
Income tax provision	476		494		372
Net income	$	2,066	$	2,062	$	1,826
Basic net income per share	$	7.38	$	7.65	$	6.99
Shares used in basic per share calculations	280		270		261
Diluted net income per share	$	7.28	$	7.56	$	6.92
Shares used in diluted per share calculations	284		273		264
Cash dividends declared per common share	$	2.72	$	2.36	$	2.12

See accompanying notes.

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INTUIT INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net income	$	2,066	$	2,062	$	1,826
Other comprehensive income (loss), net of income taxes:
Unrealized gain (loss) on available-for-sale debt securities	(10)		(3)		5
Foreign currency translation gain (loss)	(26)		11		(1)
Total other comprehensive income (loss), net	(36)		8		4
Comprehensive income	$	2,030	$	2,070	$	1,830

See accompanying notes.

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INTUIT INC. CONSOLIDATED BALANCE SHEETS
	July 31,
(Dollars in millions, except par value; shares in thousands)	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,796	$	2,562
Investments	485		1,308
Accounts receivable, net of allowance for doubtful accounts of $31 and $96	446		391
Notes receivable	509		132
Income taxes receivable	93		123
Prepaid expenses and other current assets	287		184
Current assets before funds receivable and amounts held for customers	4,616		4,700
Funds receivable and amounts held for customers	431		457
Total current assets	5,047		5,157
Long-term investments	98		43
Property and equipment, net	888		780
Operating lease right-of-use assets	549		380
Goodwill	13,736		5,613
Acquired intangible assets, net	7,061		3,252
Long-term deferred income tax assets	11		8
Other assets	344		283
Total assets	$	27,734	$	15,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	499	$	—
Accounts payable	737		623
Accrued compensation and related liabilities	576		530
Deferred revenue	808		684
Other current liabilities	579		361
Current liabilities before funds payable and amounts due to customers	3,199		2,198
Funds payable and amounts due to customers	431		457
Total current liabilities	3,630		2,655
Long-term debt	6,415		2,034
Long-term deferred income tax liabilities	619		525
Operating lease liabilities	542		380
Other long-term obligations	87		53
Total liabilities	11,293		5,647
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value  Authorized - 1,345 shares total; 145 shares designated Series A;  250 shares designated Series B Junior Participating  Issued and outstanding - None	—		—
Common stock, $0.01 par value  Authorized - 750,000 shares  Outstanding - 281,932 shares at July 31, 2022 and 273,235 shares at July 31, 2021	3		3
Additional paid-in capital	17,722		10,545
Treasury stock, at cost	(14,805)		(12,951)
Accumulated other comprehensive loss	(60)		(24)
Retained earnings	13,581		12,296
Total stockholders’ equity	16,441		9,869
Total liabilities and stockholders’ equity	$	27,734	$	15,516

See accompanying notes.

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INTUIT INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
	Common Stock			Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
(Dollars in millions, shares in thousands)	Shares	Amount
Balance at July 31, 2019	260,180	$	3	$	5,772	$	(11,611)	$	(36)	$	9,621	$	3,749
Comprehensive income	—	—		—		—		4		1,826		1,830
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	2,736	—		(31)		—		—		—		(31)
Stock repurchases under stock repurchase programs	(1,176)	—		—		(318)		—		—		(318)
Dividends and dividend rights declared ($2.12 per share)	—	—		—		—		—		(562)		(562)
Share-based compensation expense	—	—		438		—		—		—		438
Balance at July 31, 2020	261,740	3		6,179		(11,929)		(32)		10,885		5,106
Comprehensive income	—	—		—		—		8		2,062		2,070
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	2,593	—		(187)		—		—		—		(187)
Stock repurchases under stock repurchase programs	(2,422)	—		—		(1,022)		—		—		(1,022)
Dividends and dividend rights declared ($2.36 per share)	—	—		—		—		—		(651)		(651)
Share-based compensation expense	—	—		755		—		—		—		755
Issuance of stock in business combination	11,324	—		3,798		—		—		—		3,798
Balance at July 31, 2021	273,235	3		10,545		(12,951)		(24)		12,296		9,869
Comprehensive income	—	—		—		—		(36)		2,066		2,030
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	2,361	—		(448)		—		—		—		(448)
Stock repurchases under stock repurchase programs	(3,754)	—		—		(1,854)		—		—		(1,854)
Dividends and dividend rights declared ($2.72 per share)	—	—		—		—		—		(781)		(781)
Share-based compensation expense	—	—		1,309		—		—		—		1,309
Issuance of stock in business combination	10,090	—		6,316		—		—		—		6,316
Balance at July 31, 2022	281,932	$	3	$	17,722	$	(14,805)	$	(60)	$	13,581	$	16,441

See accompanying notes.

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INTUIT INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Cash flows from operating activities:
Net income	$	2,066	$	2,062	$	1,826
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	187		166		189
Amortization of acquired intangible assets	559		197		29
Non-cash operating lease cost	83		62		60
Share-based compensation expense	1,308		753		435
Deferred income taxes	120		(42)		(179)
Other	2		(39)		6
Total adjustments	2,259		1,097		540
Originations of loans held for sale	—		(41)		(566)
Sale and principal payments of loans held for sale	—		143		482
Changes in operating assets and liabilities:
Accounts receivable	(31)		(104)		(59)
Income taxes receivable	29		(51)		53
Prepaid expenses and other assets	(121)		30		(31)
Accounts payable	(95)		206		33
Accrued compensation and related liabilities	(357)		(70)		100
Deferred revenue	71		22		38
Operating lease liabilities	(83)		(66)		(61)
Other liabilities	151		22		59
Total changes in operating assets and liabilities	(436)		(11)		132
Net cash provided by operating activities	3,889		3,250		2,414
Cash flows from investing activities:
Purchases of corporate and customer fund investments	(830)		(1,489)		(701)
Sales of corporate and customer fund investments	1,524		229		130
Maturities of corporate and customer fund investments	234		550		596
Purchases of property and equipment	(157)		(53)		(59)
Capitalization of internal use software	(72)		(72)		(78)
Acquisitions of businesses, net of cash acquired	(5,682)		(3,064)		—
Originations of term loans to small businesses	(933)		(232)		(243)
Principal repayments of term loans from small businesses	519		136		287
Other	(24)		30		(29)
Net cash used in investing activities	(5,421)		(3,965)		(97)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	4,700		—		1,983
Proceeds from borrowings under unsecured revolving credit facility	—		—		1,000
Repayments on borrowings under unsecured revolving credit facility	—		(1,000)		—
Proceeds from borrowings under secured revolving credit facility	182		—		—
Repayment of debt	—		(338)		(50)
Proceeds from issuance of stock under employee stock plans	162		196		211
Payments for employee taxes withheld upon vesting of restricted stock units	(611)		(383)		(244)
Cash paid for purchases of treasury stock	(1,861)		(1,005)		(323)
Dividends and dividend rights paid	(774)		(646)		(561)

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INTUIT INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Net change in funds receivable and funds payable and amounts due to customers	(56)		2		19
Other	(10)		(2)		(1)
Net cash provided by (used in) financing activities	1,732		(3,176)		2,034
Effect of exchange rates on cash, cash equivalents, restricted cash, and restricted cash equivalents	(22)		13		(6)
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents	178		(3,878)		4,345
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	2,819		6,697		2,352
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	2,997	$	2,819	$	6,697
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents reported within the consolidated balance sheets to the total amounts reported on the consolidated statements of cash flows
Cash and cash equivalents	$	2,796	$	2,562	$	6,442
Restricted cash and restricted cash equivalents included in funds receivable and amounts held for customers	201		257		255
Total cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	2,997	$	2,819	$	6,697
Supplemental disclosure of cash flow information:
Interest paid	$	67	$	30	$	14
Income taxes paid	$	303	$	578	$	493
Supplemental schedule of non-cash investing activities:
Issuance of common stock in business combinations	$	6,316	$	3,798	$	—

See accompanying notes.

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INTUIT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Intuit helps consumers and small businesses prosper by delivering financial management and compliance products and services. We also provide specialized tax products to accounting professionals, who are key partners that help us serve small business customers.

Our global technology platform, which includes TurboTax, Credit Karma, QuickBooks, and Mailchimp, is designed to help consumers and small businesses manage their finances, save money, pay off debt and do their taxes. For those customers who run small businesses, we are focused on helping them find and keep customers, get paid faster, pay their employees, manage and get access to capital, and ensure that their books are done right. ProSeries and Lacerte are our leading tax preparation offerings for professional accountants. Incorporated in 1984 and headquartered in Mountain View, California, we sell our products and services primarily in the United States.

Basis of Presentation

These consolidated financial statements include the financial statements of Intuit and its wholly owned subsidiaries. We have eliminated all significant intercompany balances and transactions in consolidation. We have reclassified certain immaterial amounts previously reported in our financial statements to conform to the current presentation.

We acquired Credit Karma on December 3, 2020. We have included the results of operations for Credit Karma in our consolidated statements of operations from the date of acquisition. Credit Karma operates as a separate reportable segment. See Note 15, "Segment Information," for more information.

We acquired Mailchimp on November 1, 2021. We have included the results of operations for Mailchimp in our consolidated statements of operations from the date of acquisition. Mailchimp is part of our Small Business & Self-Employed segment. See Note 7, “Business Combinations,” for more information.

On August 1 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants. See Note 15, "Segment Information," for more information.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. See Note 15, "Segment Information," for more information.

Seasonality

Our Consumer and ProConnect offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically concentrated in the period from November through April. This seasonal pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

In fiscal 2022, the IRS began accepting returns on January 24, 2022, and the tax filing deadline was April 18, 2022. However, in fiscal 2021, the IRS began accepting returns on February 12, 2021, and the tax filing deadline was May 17, 2021. In fiscal 2020, the IRS began accepting returns on January 27, 2020, and the tax filing deadline was July 15, 2020. As a result of the extensions of the tax filing deadlines in 2021 and 2020, a significant amount of our fiscal 2021 and 2020 Consumer segment and ProConnect segment revenues were recognized in the fourth quarter as compared to the third quarter of fiscal 2022.

Use of Estimates

In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP), we make certain judgments, estimates, and assumptions that affect the amounts reported in our financial statements and the disclosures made in the accompanying notes. For example, we use judgments and estimates in determining how revenue should be recognized. These judgments and estimates include identifying performance obligations, determining if the performance obligations are distinct, determining the standalone sales price (SSP) and timing of revenue recognition for each distinct performance obligation, and estimating variable consideration to be included in the transaction price. We use estimates in determining the collectibility of accounts receivable and notes receivable, the appropriate levels of various accruals including accruals for litigation contingencies, the discount rate used to calculate lease liabilities, the amount of our worldwide tax provision, the realizability of deferred tax assets, the credit losses of available-for-sale debt securities, reserves for losses, and the fair value of assets acquired and liabilities assumed for business combinations. We also use estimates in determining the remaining economic lives and fair values of acquired intangible assets, property and equipment, and other

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long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. Additionally, in the context of the ongoing global COVID-19 pandemic, while there has been no material impact on our estimates to date, in future periods, facts and circumstances could change and impact our estimates.

Revenue Recognition

We derive revenue from the sale of software subscriptions, hosted services, payroll services, merchant payment processing services, packaged software products, live expert advice, financing for small businesses, delivery of qualified links, financial supplies and hardware. We enter into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.

Nature of Products and Services

Online Offerings

Our online offerings include TurboTax Online and TurboTax Live, ProConnect Tax Online, QuickBooks Online, online payroll, and merchant payment processing services for small businesses who use our online offerings. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

These online offerings provide customers with the right to use the hosted software over the contract period without taking possession of the software and are billed on either a subscription or consumption basis. Revenue related to our online offerings that are billed on a subscription basis is recognized ratably over the contract period. Revenue related to online offerings that are billed on a consumption basis, is recognized when the customer consumes the related service.

Desktop Offerings

Our desktop offerings consist of our QuickBooks Desktop products, which include both software subscriptions and packaged software products, our consumer and professional tax desktop products, which include TurboTax, Lacerte and ProSeries, our desktop payroll products, and merchant payment processing services for small businesses who use our desktop offerings.

Our QuickBooks Desktop software subscriptions include a term software license, version protection, enhancements, support and various connected services. We recognize revenue for the software license and version protection at the time they are delivered and recognize revenue for support and connected services over the subscription term as the services are provided. We have determined that the enhancements included in our QuickBooks Desktop software subscriptions are immaterial within the context of the contract. In the first quarter of fiscal 2022, we discontinued our QuickBooks Desktop packaged software

products and now sell predominantly on a subscription basis.

Our QuickBooks Desktop packaged software products include a perpetual software license as well as enhancements and connected services. We recognize revenue for our QuickBooks Desktop packaged software products at the time the software license is delivered. We have determined that the enhancements and connected services included in our QuickBooks Desktop packaged software products are immaterial within the context of the contract.

Our consumer and professional tax packaged desktop software products include an on-premise tax software license, related tax form updates, electronic filing service and connected services. We recognize revenue for the software license and related tax form updates, as one performance obligation, over the period the forms and updates are delivered. We recognize revenue for our electronic filings service and connected services as those services are provided.

We also sell some of our QuickBooks Desktop packaged software products and consumer tax packaged desktop software products in non-consignment and consignment arrangements to certain retailers. For these retailers, we begin recognizing revenue at the later of when control has transferred to the retailer or customer, or upon activation of the software subscriptions by the customer.

Our desktop payroll products are sold as software subscriptions and include a term software license with a stand-ready obligation to maintain compliance with current payroll tax laws, support and connected services. The term software license and stand-ready obligation to maintain compliance with current payroll tax laws is considered one performance obligation. Each of the performance obligations is considered distinct and control is transferred to the customer over the subscription term. As a result, revenue is recognized ratably over the subscription term as services are provided.

We offer merchant payment processing services as a separately paid connected service for our QuickBooks Desktop packaged software products and software subscriptions, and revenue is recognized as the services are provided to the customers.

Other Solutions

Revenue from our Credit Karma segment is primarily comprised of revenue from the delivery of qualified links that result in completed actions, or cost-per-action transactions. Credit Karma also generates revenue from cost-per-click and cost-per-lead

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transactions. All revenue from our Credit Karma segment is included in service and other revenue on our consolidated statement of operations.

Cost-per-action revenue is earned based on a pre-determined fee for approved actions such as when credit cards are issued or when personal loans and other loans to businesses are funded. Revenue is recognized when a lead is generated that results in one of these approved actions.

Cost-per-click and cost-per-lead revenue is primarily related to mortgage and insurance businesses. Cost-per-click revenue is earned as users click on our customers' advertisements and is recognized based on the number of clicks recorded each month. Cost-per-lead revenue is earned via customer advertisements that allow the generation of leads from consumers interested in the advertised products and is recognized at the time a consumer request or lead is delivered to the customer.

Revenue from the sale of our financial supplies, such as printed check stock and hardware, such as retail point-of-sale equipment and credit card readers for mobile phones, is recognized when control is transferred to the customer which is generally when the products are shipped.

We also have revenue-sharing and royalty arrangements with third-party partners and recognize this revenue as earned based upon reporting provided to us by our partners. In instances where we do not have reporting from our partners, we estimate revenue based on information available to us at the time.

Product Revenue and Service and Other Revenue

Product revenue includes revenue from: QuickBooks Desktop software licenses and version protection; consumer and professional tax desktop licenses and the related form updates; desktop payroll licenses and related updates; and financial supplies.

Service and other revenue includes revenue from: our online offerings discussed above; our Credit Karma offerings; support, electronic filing services and connected services included with our desktop offerings; merchant payment processing services for our desktop offerings; and revenue-sharing and royalty arrangements.

We record revenue net of sales tax obligations. For payroll services, we generally require customers to remit payroll tax funds to us in advance of the payroll date via electronic funds transfer. We include in total net revenue the interest earned on these funds between the time that we collect them from customers and the time that we remit them to outside parties. Revenue for electronic payment processing services that we provide to merchants is recorded net of interchange fees charged by credit card associations.

Judgments and Estimates

Our contracts with customers often include promises to transfer multiple products and services to a customer. In determining how revenue should be recognized, a five-step process is used, which requires judgment and estimates. These judgments and estimates include identifying performance obligations in the contract, determining whether the performance obligations are distinct, determining the SSP for each distinct performance obligation, determining the timing of revenue recognition for distinct performance obligations and estimating the amount of variable consideration to include in the transaction price.

The functionality of the software licenses included in our consumer and professional tax and payroll desktop offerings is dependent on the related enhancements and updates included in these offerings. Judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the related updates and recognized over time.

Our contracts with customers include promises to transfer various products and services, which are generally capable of being distinct performance obligations. In many cases SSPs for distinct performance obligations are based on directly observable pricing. In instances where the SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs.

Our consumer and professional tax desktop products include an on-premise tax software license and related tax form updates that are recognized as the forms and updates are delivered. We measure progress towards complete satisfaction of the software license and related tax form updates using an output method based on the timing of when the tax forms are delivered.

We generally provide refunds to customers for product returns and subscription cancellations. We also provide promotional discounts and incentive rebates on retail and distribution sales. These refunds, discounts and incentive rebates are accounted for as variable consideration when estimating the amount of revenue to recognize. Refunds are estimated based on historical experience and current business and economic indicators and updated at the end of each reporting period as additional information becomes available to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Discounts and incentive rebates are estimated based on distributors' and retailers' performance against the terms and conditions of the rebate programs.

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Deferred Revenue

We record deferred revenue when we have entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation. During the twelve months ended July 31, 2022, we recognized revenue of $684 million, that was included in deferred revenue at July 31, 2021. During the twelve months ended July 31, 2021, we recognized revenue of $652 million, that was included in deferred revenue at July 31, 2020.

Our performance obligations are generally satisfied within 12 months of the initial contract date. As of July 31, 2022 and 2021, the deferred revenue balance related to performance obligations that will be satisfied after 12 months was $6 million and $8 million, respectively, and is included in other long-term obligations on our consolidated balance sheets.

Assets Recognized from the Costs to Obtain a Contract with a Customer

Our internal sales commissions are considered incremental costs of obtaining the contract with a customer. Internal sales commissions for subscription offerings where we expect the benefit of those costs to continue longer than one year are capitalized and amortized ratably over the period of benefit, which ranges from three to four years. Total capitalized costs to obtain a contract are not significant and are included in prepaid expenses and other current assets and other assets on our consolidated balance sheets.

We apply a practical expedient to expense costs incurred to obtain a contract with a customer when the period of benefit is less than one year. These costs primarily include internal and external sales commissions for our consumer and professional tax offerings.

Shipping and Handling

We record the amounts we charge our customers for the shipping and handling of our software products as product revenue and we record the related costs as cost of product revenue in our consolidated statements of operations.

Customer Service and Technical Support

We include the costs of customer service and technical support associated with our online or hosted offerings in cost of service and other revenue line in our consolidated statements of operations. We also include the costs of providing technical support for our desktop offerings in cost of service and other revenue. We include the costs of customer service related to desktop offerings in selling and marketing expense in our consolidated statements of operations. Customer service and technical support costs include costs associated with performing order processing, answering customer inquiries by telephone and through websites, e-mail and other electronic means, and providing technical support assistance to customers. We expense the cost of providing this support as incurred.

Software Development Costs

We expense software development costs as we incur them until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. To date, our software has been available for general release concurrent with the establishment of technological feasibility and, accordingly, we have not capitalized any development costs. Costs we incur to enhance our existing products or after the general release of the service using the product are expensed in the period they are incurred and included in research and development expense in our consolidated statements of operations.

Internal Use Software

We capitalize costs related to development of hosted services that we provide to our customers and internal use of enterprise-level business and finance software in support of our operational needs. Costs incurred in the application development phase are capitalized and amortized on a straight-line basis over their useful lives, which are generally three to six years. Costs related to planning and other preliminary project activities and to post-implementation activities are expensed as incurred. We test these assets for impairment whenever events or changes in circumstances occur that could impact their recoverability.    

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Advertising

We expense all advertising costs as we incur them to selling and marketing expense in our consolidated statements of operations. We recorded advertising expense of approximately $1.6 billion for the twelve months ended July 31, 2022, $1.1 billion for the twelve months ended July 31, 2021, and $778 million for the twelve months ended July 31, 2020.

Leases

Our leases are primarily operating leases for office facilities. We do not have significant finance leases. We determine if an arrangement is a lease and classify it as either a finance or operating lease at lease inception. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.

Operating lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate at the commencement date in determining the present value of future payments. Our incremental borrowing rate is determined based on a yield curve derived from publicly traded bond offerings for companies with similar credit ratings to us. Our lease terms may include options to purchase, extend or terminate the lease when it is reasonably certain that we will exercise that option. We account for the lease and non-lease components as a single lease component.

We measure ROU assets based on the corresponding lease liabilities adjusted for any initial direct costs and prepaid lease payments made to the lessor before or at the commencement date, net of lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are not included in the calculation of the ROU asset and lease liability and are recognized as lease expense is incurred. Our variable lease payments generally relate to amounts paid to lessors for common area maintenance under our real estate leases.

Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the ROU asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term.

Capitalization of Interest Expense

We capitalize interest on capital projects, including facilities build-out projects and internal use computer software projects. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. We amortize capitalized interest to depreciation expense using the straight-line method over the same lives as the related assets. Capitalized interest was not significant for any period presented.

Foreign Currency

The functional currencies of our international operating subsidiaries are generally the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate their revenue, costs and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our consolidated balance sheets. We include net gains and losses resulting from foreign exchange transactions in interest and other income in our consolidated statements of operations. Translation gains and losses and transaction gains and losses were not significant for any period presented.

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. We estimate our current tax liability and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be realized. To the extent we believe that realization is not likely, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an accounting period, we record a corresponding income tax expense in our consolidated statement of operations.

We review the need for a valuation allowance to reflect uncertainties about whether we will be able to utilize some of our deferred tax assets before they expire. The valuation allowance analysis is based on our estimates of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. While we have considered future taxable income in assessing the need for a valuation allowance for the periods presented, we could be required to record a valuation allowance to take into account additional deferred tax assets that we may be unable to realize. An increase in the valuation allowance would have an adverse impact, which could be material, on our income tax provision and net income in the period in which we record the increase.

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We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate our uncertain tax positions on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.

A description of our accounting policies associated with tax-related contingencies and valuation allowances assumed as part of a business combination is provided under “Business Combinations” below.

Computation of Net Income Per Share

We compute basic net income per share using the weighted average number of common shares outstanding during the period. We compute diluted net income per share using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the shares issuable upon the exercise of stock options and upon the vesting of restricted stock units (RSUs) under the treasury stock method.

We include stock options with combined exercise prices and unrecognized compensation expense that are less than the average market price for our common stock, and RSUs with unrecognized compensation expense that is less than the average market price for our common stock, in the calculation of diluted net income per share. We exclude stock options with combined exercise prices and unrecognized compensation expense that are greater than the average market price for our common stock, and RSUs with unrecognized compensation expense that is greater than the average market price for our common stock, from the calculation of diluted net income per share because their effect is anti-dilutive. Under the treasury stock method, the amount that must be paid to exercise stock options and the amount of compensation expense for future service that we have not yet recognized for stock options and RSUs are assumed to be used to repurchase shares.

All of the RSUs we grant have dividend rights. Dividend rights are accumulated and paid when the underlying RSUs vest. Since the dividend rights are subject to the same vesting requirements as the underlying equity awards they are considered a contingent transfer of value. Consequently, the RSUs are not considered participating securities and we do not present them separately in earnings per share.

The following table presents the composition of shares used in the computation of basic and diluted net income per share for the periods indicated.

	Twelve Months Ended July 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator:
Net income	$	2,066	$	2,062	$	1,826
Denominator:
Shares used in basic per share amounts:
Weighted average common shares outstanding	280		270		261
Shares used in diluted per share amounts:
Weighted average common shares outstanding	280		270		261
Dilutive common equivalent shares from stock options and restricted stock awards	4		3		3
Dilutive weighted average common shares outstanding	284		273		264
Basic and diluted net income per share:
Basic net income per share	$	7.38	$	7.65	$	6.99
Diluted net income per share	$	7.28	$	7.56	$	6.92
Shares excluded from diluted net income per share:
Weighted average stock options and restricted stock units that have been excluded from dilutive common equivalent shares outstanding due to their anti-dilutive effect	1		—		—

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Cash Equivalents and Investments

We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. In all periods presented, cash equivalents consist primarily of money market funds and time deposits. Investments consist primarily of investment-grade available-for-sale debt securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We use the specific identification method to compute gains and losses on investments. We record unrealized gains and losses on investments, net of tax, in accumulated other comprehensive income in the stockholders’ equity section of our consolidated balance sheets and reflect unrealized gain and loss activity in other comprehensive income on our consolidated statement of comprehensive income. We generally classify available-for-sale debt securities as current assets based upon our ability and intent to use any and all of these securities as necessary to satisfy the significant short-term liquidity requirements that may arise from the highly seasonal nature of our businesses. Because of our significant business seasonality, stock repurchase programs, and acquisition opportunities, cash flow requirements may fluctuate dramatically from quarter to quarter and require us to use a significant amount of the investments we hold as available-for-sale.

Accounts Receivable and Allowances for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for credit losses. In determining the amount of the allowance, we consider our historical level of credit losses, current economic trends that might impact the level of future credit losses, customer-specific information, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. We make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. When we determine that amounts are uncollectible we write them off against the allowance.

Funds Receivable and Amounts Held for Customers and Funds Payable and Amounts Due to Customers

Funds receivable and amounts held for customers represents funds receivable from third-party payment processors for customer transactions and cash held on behalf of our customers that is invested in cash and cash equivalents and investment-grade available-for-sale debt securities, restricted for use solely for the purpose of satisfying amounts we owe on behalf of our customers. Funds payable and amounts due to customers consist of amounts we owe on behalf of our customers, such as direct deposit payroll funds and payroll taxes.

Property and Equipment

Property and equipment is stated at the lower of cost or realizable value, net of accumulated depreciation. We calculate depreciation using the straight-line method over the estimated useful lives of the assets, which range from two to 30 years. We amortize leasehold improvements using the straight-line method over the lesser of their estimated useful lives or remaining lease terms. We include the amortization of assets that are recorded under finance leases in depreciation expense. We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not record any significant property or equipment impairment charges during the twelve months ended July 31, 2022, 2021, or 2020.

Business Combinations

The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination).

Under the acquisition method of accounting we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to general and administrative expense as they are incurred. Under the acquisition method we also account for acquired company restructuring activities that we initiate separately from the business combination.

Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that

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we determine to be significant retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense.

Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. This accounting applies to all of our acquisitions regardless of acquisition date.

Goodwill, Acquired Intangible Assets and Other Long-Lived Assets

Goodwill

We record goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but we test them for impairment annually during our fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable.

In accordance with authoritative guidance, we define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We consider and use all valuation methods that are appropriate in estimating the fair value of our reporting units and generally use a weighted combination of income and market approaches. Under the income approach, we estimate the fair value of each reporting unit based on the present value of future cash flows. We use a number of assumptions in our discounted cash flow model, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. Under the market approach, we estimate the fair value of each reporting unit based on market multiples of revenue, operating income, and earnings for comparable publicly traded companies engaged in similar businesses. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired.

If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of the unit, we would record an impairment loss equal to the difference. We recorded no goodwill impairment charges for the twelve months ended July 31, 2022, 2021 or 2020.

Acquired Intangible Assets and Other Long-Lived Assets

We generally record acquired intangible assets that have finite useful lives, such as purchased technology, in connection with business combinations. We amortize the cost of acquired intangible assets on a straight-line basis over their estimated useful lives, which range from two to fifteen years. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. We estimate the recoverability of these assets by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. We estimate the fair value of assets that have finite useful lives based on the present value of future cash flows for those assets. If the carrying value of an asset with a finite life exceeds its estimated fair value, we would record an impairment loss equal to the difference. Impairment charges for acquired intangible assets and other long-lived assets were not significant for the twelve months ended July 31, 2022, 2021 or 2020.

Share-Based Compensation Plans

We estimate the fair value of stock options granted using a lattice binomial model and a multiple option award approach. We amortize the fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

RSUs granted typically vest based on continued service. We value these time-based RSUs at the date of grant using the intrinsic value method. We amortize the fair value of time-based RSUs on a straight-line basis over the service period. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based RSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria would be met. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust our estimate of the fair value of the performance-based RSUs if necessary. We amortize the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. We estimate the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly

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with the performance of the specified market criteria. All of the RSUs we grant have dividend rights that are subject to the same vesting requirements as the underlying equity awards, so we do not adjust the intrinsic (market) value of our RSUs for dividends.

See Note 12, “Stockholders’ Equity,” for a description of our share-based compensation plans and more information on the assumptions we use to calculate the fair value of share-based compensation.

Concentration of Credit Risk and Significant Customers and Suppliers

We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

We are also subject to risks related to changes in the value of our significant balance of investments. Our portfolio of investments consists of investment-grade securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We sell a portion of our products through third-party retailers and distributors. As a result, we face risks related to the collectibility of our accounts receivable. To appropriately manage this risk, we perform ongoing evaluations of customer credit and limit the amount of credit extended as we deem appropriate, but generally do not require collateral. We maintain reserves for estimated credit losses and these losses have historically been within our expectations. However, since we cannot predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. No customer accounted for 10% or more of total net revenue for the twelve months ended July 31, 2022, 2021 or 2020, nor did any customer account for 10% or more of total accounts receivable at July 31, 2022 or July 31, 2021.

We rely primarily on one third-party vendor to perform the manufacturing and distribution functions for our retail desktop software products. We also have a key single-source vendor that prints and fulfills orders for most of our financial supplies business. While we believe that relying on key vendors improves the efficiency and reliability of our business operations, relying on any one vendor for a significant aspect of our business can have a significant negative impact on our revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor.

Accounting Standards Recently Adopted

Business Combinations - In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, “Business Combinations—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).” This standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. We elected to early adopt this standard in the second quarter of our fiscal year that began August 1, 2021. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements.

Accounting Standards Not Yet Adopted

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our financial statements.

2. Fair Value Measurements

Fair Value Hierarchy

The authoritative guidance defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, we consider the principal or most advantageous market for an asset or liability and assumptions that market participants would use when pricing the asset or liability. In addition, we consider and use all valuation methods that are appropriate in estimating the fair value of an asset or liability.

The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows:

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•Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.

•Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices in active markets for similar assets or liabilities: quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data for substantially the full term of the assets or liabilities.

•Level 3 uses one or more unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes financial assets and financial liabilities that we measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above.

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents, primarily money market funds and time deposits	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
Municipal bonds	—		—		—		—		38		38
Corporate notes	—		589		589		—		1,400		1,400
U.S. agency securities	—		96		96		—		70		70
Total available-for-sale securities	—		685		685		—		1,508		1,508
Total assets measured at fair value on a recurring basis	$	1,835	$	685	$	2,520	$	1,660	$	1,508	$	3,168
Liabilities:
Senior unsecured notes(1)	$	—	$	1,838	$	1,838	$	—	$	1,986	$	1,986

(1) Carrying value on our consolidated balance sheets were $1.99 billion at both July 31, 2022 and July 31, 2021. See Note 8, “Debt” for more information.

The following table summarizes our cash equivalents and available-for-sale debt securities by balance sheet classification and level in the fair value hierarchy at the dates shown:

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Cash equivalents:
In cash and cash equivalents	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
In investments	$	—	$	485	$	485	$	—	$	1,308	$	1,308
In funds receivable and amounts held for customers	—		200		200		—		200		200
Total available-for-sale debt securities	$	—	$	685	$	685	$	—	$	1,508	$	1,508

We value our Level 1 assets, consisting primarily of money market funds and time deposits, using quoted prices in active markets for identical instruments.

Financial assets whose fair values we measure on a recurring basis using Level 2 inputs consist of municipal bonds, corporate notes and U.S. agency securities. We measure the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. Our fair value processes include controls designed to ensure that we record appropriate fair values for our Level 2 investments. These controls include comparison to pricing provided by a secondary pricing service or investment manager, validation of pricing sources and models, review of key model inputs, analysis of period-over-period price fluctuations, and independent recalculation of prices where appropriate.

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Financial liabilities whose fair values we measure using Level 2 inputs consist of senior unsecured notes. See Note 8, “Debt” for more information. We measure the fair value of our senior unsecured notes based on their trading prices and the interest rates we could obtain for other borrowings with similar terms.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the twelve months ended July 31, 2022, 2021 or 2020.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include reporting units measured at fair value in a goodwill impairment test and our long-term investments.

Estimates of fair value for reporting units fall under Level 3 of the fair value hierarchy. During the fourth quarters of fiscal 2022, fiscal 2021, and fiscal 2020, we performed our annual goodwill impairment tests. Using the methodology described in Note 1, we determined that the estimated fair values of all of our reporting units exceeded their carrying values and that they were not impaired.

Long-term investments represent non-marketable equity securities in privately held companies that do not have a readily determinable fair value. They are accounted for at cost and adjusted based on observable price changes from orderly transactions for identical or similar investments of the same issuer or impairment. These investments are classified as Level 3 in the fair value hierarchy because we estimate the value of these investments using a valuation method based on observable transaction price changes at the transaction date. We recognized $54 million and $17 million of upward adjustments during the twelve months ended July 31, 2022 and July 31, 2021, respectively. There were no upward adjustments during the twelve months ended July 31, 2020. Impairments recognized during the twelve months ended July 31, 2022, July 31, 2021 and July 31, 2020 were immaterial. Cumulative upward adjustments were $71 million and cumulative impairments were immaterial through July 31, 2022 for measurement alternative investments held as of July 31, 2022. As of July 31, 2022 and July 31, 2021, the carrying value of long-term investments was $98 million and $43 million, respectively.

3. Cash and Cash Equivalents, Investments, and Funds Receivable and Amounts Held for Customers

The following table summarizes our cash and cash equivalents, investments and funds receivable and amounts held for customers by balance sheet classification at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Classification on consolidated balance sheets:
Cash and cash equivalents	$	2,796	$	2,796	$	2,562	$	2,562
Investments	490		485		1,305		1,308
Funds receivable and amounts held for customers	435		431		456		457
Total cash and cash equivalents, investments, and funds receivable and amounts held for customers	$	3,721	$	3,712	$	4,323	$	4,327

The following table summarizes our cash and cash equivalents, investments and relevant portion of funds receivable and amounts held for customers by investment category at the dates indicated. As of July 31, 2022, this excludes $30 million of funds receivable included in funds receivable and amounts held for customers not measured and recorded at fair value.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Type of issue:
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	2,997	$	2,997	$	2,819	$	2,819
Available-for-sale debt securities:
Municipal bonds	—		—		37		38
Corporate notes	597		589		1,397		1,400
U.S. agency securities	97		96		70		70
Total available-for-sale debt securities	694		685		1,504		1,508
Total cash, cash equivalents, restricted cash, restricted cash equivalents, and investments	$	3,691	$	3,682	$	4,323	$	4,327

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We include realized gains and losses on our available-for-sale debt securities in interest and other income or expense on our consolidated statements of operations. Gross realized gains and losses on our available-for-sale debt securities for the twelve months ended July 31, 2022, 2021 and 2020 were not significant.

We accumulate unrealized gains and losses on our available-for-sale debt securities, net of tax, in accumulated other comprehensive income or loss in the stockholders’ equity section of our consolidated balance sheets, except for certain unrealized losses described below. Gross unrealized gains and losses on our available-for-sale debt securities at July 31, 2022 and July 31, 2021 were not significant.

For available-for sale debt securities in an unrealized loss position, we determine whether a credit loss exists. The estimate of the credit loss is determined by considering available information relevant to the collectibility of the security and information about past events, current conditions, and reasonable and supportable forecasts. The allowance for credit loss is recorded to interest and other income on our consolidated statement of operations, not to exceed the amount of the unrealized loss. Any excess unrealized loss greater than the credit loss at a security level is recognized in accumulated other comprehensive income or loss in the stockholders' equity section of our consolidated balance sheets. We determined there were no credit losses related to available-for-sale securities as of July 31, 2022. Unrealized losses on available-for-sale debt securities at July 31, 2022 were not significant. We do not intend to sell these investments. In addition, it is more likely than not that we will not be required to sell them before recovery of the amortized cost basis, which may be at maturity.

The following table summarizes our available-for-sale debt securities, included in investments and relevant portion of funds receivable and amounts held for customers, classified by the stated maturity date of the security at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	316	$	313	$	551	$	553
Due within two years	298		293		550		551
Due within three years	79		78		398		398
Due after three years	1		1		5		6
Total available-for-sale debt securities	$	694	$	685	$	1,504	$	1,508

The following table summarizes our funds receivable and amounts held for customers by asset category at the dates indicated.

(In millions)	July 31, 2022		July 31, 2021		July 31, 2020		July 31, 2019
Restricted cash and restricted cash equivalents	$	201	$	257	$	255	$	236
Restricted available-for-sale debt securities and funds receivable	230		200		200		200
Total funds receivable and amounts held for customers	$	431	$	457	$	455	$	436

4. Notes Receivable and Allowances for Loan Losses

Notes receivable consist of term loans to small businesses. The term loans are not secured and are recorded at amortized cost, net of allowances for loan losses. We maintain an allowance for loan losses to reserve for potentially uncollectible notes receivable. We evaluate the creditworthiness of our term loan portfolio on an individual loan basis, based on a data analytics risk model that evaluates trends related to revenue, debt payments and negative events in the previous 12 months and applies a loss rate at the time of loan origination. The average is then applied against the outstanding portfolio. The loss rate and underlying model are updated periodically to reflect actual loan performance and changes to inherent risk assumptions. We make judgments about the known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current and future economic conditions. When we determine that amounts are uncollectible, we write them off against the allowance. As of July 31, 2022 and July 31, 2021, the net notes receivable balance was $540 million and $139 million, respectively. The current portion is included in notes receivable and the long term portion is included in other assets on our consolidated balance sheets. As of July 31, 2022 and July 31, 2021, the allowances for loan losses were not material.

We consider a loan to be delinquent when the payments are one day past due. We place delinquent loans on nonaccrual status and stop accruing interest revenue. Loans are returned to accrual status if they are brought current or have performed in accordance with the contractual terms for a reasonable period of time and, in our judgment, will continue to make periodic principal and interest payments as per contractual terms. Past due amounts are not material for all periods presented.

Interest revenue is earned on loans originated and held to maturity in accordance with the specified period of time and defined interest rate noted in the loan contract. Interest revenue is recorded net of amortized direct origination costs and is included in service and other revenue on our consolidated statements of operations. Interest revenue was not material for all periods presented.

 Intuit Fiscal 2022 Form 10-K 72

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5. Property and Equipment

Property and equipment consisted of the following at the dates indicated:

	Life in	July 31,
(Dollars in millions)	Years	2022		2021
Equipment	3-5	$	208	$	199
Computer software	2-6	911		899
Furniture and fixtures	5	101		96
Leasehold improvements	2-16	366		350
Land	NA	79		79
Buildings	5-30	378		375
Capital in progress	NA	283		122
		2,326		2,120
Less accumulated depreciation and amortization		(1,438)		(1,340)
Total property and equipment, net		$	888	$	780

__________________________

NA = Not Applicable

Capital in progress at July 31, 2022 and 2021, consisted primarily of costs related to various buildings and site improvements that have not yet been placed into service.

As discussed in Note 1, “Description of Business and Summary of Significant Accounting Policies – Internal Use Software,” we capitalize costs related to the development of computer software for internal use. We capitalized internal use software costs totaling $72 million for the twelve months ended July 31, 2022; $72 million for the twelve months ended July 31, 2021; and $78 million for the twelve months ended July 31, 2020. These amounts included capitalized labor costs of $13 million, $30 million, and $40 million, respectively. Costs related to internal use software projects are included in the capital in progress category of property and equipment until project completion, at which time they are transferred to the computer software category.

6. Goodwill and Acquired Intangible Assets

Goodwill

Changes in the carrying value of goodwill by reportable segment during the twelve months ended July 31, 2022 and July 31, 2021 were as shown in the following table. Our reportable segments are described in Note 15, “Segment Information.”

(In millions)	Balance July 31, 2020		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2021		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2022
Small Business & Self-Employed	$	1,518	$	59	$	1	$	1,578	$	8,115	$	(4)	$	9,689
Consumer	42		—		—		42		10		(1)		51
Credit Karma	—		3,898		—		3,898		5		(4)		3,899
ProConnect	94		—		1		95		2		—		97
Totals	$	1,654	$	3,957	$	2	$	5,613	$	8,132	$	(9)	$	13,736

Goodwill is net of accumulated impairment losses of $114 million, which were recorded prior to July 31, 2020 and are included in our Consumer segment. The increase in goodwill during the twelve months ended July 31, 2022 was primarily due to the acquisition of Mailchimp. The increase in goodwill during the twelve months ended July 31, 2021 was primarily due to the acquisition of Credit Karma.

 Intuit Fiscal 2022 Form 10-K 73

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Acquired Intangible Assets

The following table shows the cost, accumulated amortization and weighted average life in years for our acquired intangible assets at the dates indicated. The increases in intangible assets during the twelve months ended July 31, 2022 were primarily related to the acquisition of Mailchimp. See Note 7, “Business Combinations.” The weighted average lives are calculated for assets that are not fully amortized.

(Dollars in millions)	Customer Lists / User Relationships		Purchased Technology		Trade Names and Logos		Covenants Not to Compete or Sue		Total
At July 31, 2022:
Cost	$	6,197	$	1,612	$	680	$	42	$	8,531
Accumulated amortization	(748)		(593)		(87)		(42)		(1,470)
Acquired intangible assets, net	$	5,449	$	1,019	$	593	$	—	$	7,061
Weighted average life in years	14		8		13		0		13
At July 31, 2021:
Cost	$	3,038	$	686	$	400	$	42	$	4,166
Accumulated amortization	(377)		(455)		(41)		(41)		(914)
Acquired intangible assets, net	$	2,661	$	231	$	359	$	1	$	3,252
Weighted average life in years	15		5		15		3		14

The following table shows the expected future amortization expense for our acquired intangible assets at July 31, 2022. Amortization of purchased technology is charged to amortization of acquired technology in our consolidated statements of operations. Amortization of other acquired intangible assets such as customer lists is charged to amortization of other acquired intangible assets in our consolidated statements of operations. If impairment events occur, they could accelerate the timing of acquired intangible asset charges.

(In millions)	Expected Future Amortization Expense
Twelve months ending July 31,
2023	$	646
2024	624
2025	622
2026	620
2027	594
Thereafter	3,955
Total expected future amortization expense	$	7,061

7. Business Combinations

Mailchimp

On November 1, 2021, we acquired all of the outstanding equity of Mailchimp, a global customer engagement and marketing platform for growing small and mid-market businesses. We acquired Mailchimp to help deliver on the vision of an innovative, end-to-end customer growth platform for small and mid-market businesses. Mailchimp is part of our Small Business & Self-Employed segment. We have included the financial results of Mailchimp in the consolidated financial statements from the date of acquisition. Pro forma information related to this acquisition has not been presented, as the effect of the acquisition on our consolidated results of operations was not material. Our results of operations for the twelve months ended July 31, 2022 included $762 million of revenue attributable to Mailchimp. For the twelve months ended July 31, 2022, we recorded professional fees associated with the acquisition of $63 million in general and administrative expenses.

The fair value of the purchase consideration totaled $12.0 billion, which included $5.7 billion in cash and 10.1 million shares of Intuit common stock with a value of approximately $6.3 billion. The fair value of the stock consideration is based on the October 29, 2021 closing price of Intuit common stock of $625.99.

 Intuit Fiscal 2022 Form 10-K 74

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Pursuant to the equity purchase agreement we also issued approximately 583,000 RSUs in substitution of outstanding equity incentive awards. These RSUs have a grant date fair value of $355 million and will be expensed over three years. Additionally, we issued approximately 325,000 RSUs with a total grant date fair value of $211 million to Mailchimp employees, of which $151 million will be expensed over four years and $60 million was expensed during the first six months following the acquisition date.

The preliminary allocation of the Mailchimp purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	42
Investments	126
Accounts receivable, net	25
Income taxes receivable	1
Prepaid expenses and other current assets	24
Long-term investments	1
Property and equipment, net	15
Operating lease right-of-use assets	31
Goodwill	8,101
Intangible assets	4,340
Long-term deferred income tax assets	6
Other assets	1
Accounts payable	(163)
Accrued compensation and related liabilities	(409)
Deferred revenue	(52)
Other current liabilities	(68)
Long-term portion of operating lease liabilities	(20)
Other long-term obligations	(5)
Total preliminary purchase price allocation	$	11,996

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Mailchimp and the synergies expected to be achieved. This goodwill is assigned to the Small Business & Self-Employed segment and substantially all is deductible for income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Intangible assets consist of customer lists, purchased technology, and trade names/trademarks. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 12.0 years. The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
Customer lists	13 years	$	3,160
Purchased technology	9 years	900
Trade names/trademarks	10 years	280
Total identifiable intangible assets		$	4,340

Credit Karma

On December 3, 2020, we acquired all of the outstanding shares of Credit Karma, a consumer technology platform. We acquired Credit Karma to help consumers unlock smart money decisions and accelerate our mission of powering prosperity around the world, by creating a personal financial assistant that helps consumers find the right financial products, put more money in their pockets and access financial expertise and education. Credit Karma is a separate reportable segment. See Note 15, "Segment Information," for more information. We have included the financial results of Credit Karma in the consolidated financial statements from the date of acquisition. For the twelve months ended July 31, 2021 and July 31, 2020, the transaction costs associated with the acquisition were approximately $31 million and $28 million, respectively, and were recorded in general and administrative expenses.

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We acquired Credit Karma for total consideration of $8.1 billion, which included assumed equity awards and restricted shares subject to a revest provision.

The fair value of the purchase consideration totaled $7.2 billion and included $3.4 billion in cash, 10.6 million shares of Intuit common stock with a fair value of $3.8 billion and assumed equity awards for services rendered through the acquisition date of $47 million.

We also issued shares of common stock with a fair value of $275 million which are restricted due to a revest provision, and will be expensed over a service period of three years. The share-based compensation expense related to these restricted shares is non-deductible for income tax purposes. Additionally, we assumed equity awards for future services with a fair value of $663 million that are being charged to expense over the remaining service periods, which average approximately three years.

The fair value of the stock consideration is based on the December 2, 2020 closing price of Intuit common stock of $355.49.

As part of the merger agreement, following the close of the transaction, we issued approximately $300 million of restricted stock units to the employees of Credit Karma, which is being charged to expense over a service period of four years.

The allocation of the Credit Karma purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	436
Accounts receivable, net	141
Income taxes receivable	59
Prepaid expenses and other current assets	7
Long-term investments	3
Property and equipment, net	63
Operating lease right-of-use assets	167
Goodwill	3,898
Intangible assets	3,372
Other assets	81
Accounts payable	(86)
Accrued compensation and related liabilities	(113)
Other current liabilities	(24)
Operating lease liabilities	(172)
Long-term deferred income tax liabilities	(627)
Other long-term obligations	(10)
Total purchase price allocation	$	7,195

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Credit Karma and the synergies expected to be achieved. This goodwill is assigned to the new Credit Karma segment and is non-deductible for income tax purposes. We completed the purchase price allocation for the Credit Karma acquisition during the second quarter of fiscal 2022 with no material adjustments from our preliminary purchase price allocation.

Intangible assets consist of user relationships, trade names/trademarks, purchased technology, and partner relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 14.4 years. The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
User relationships	15 years	$	2,781
Trade names/Trademarks	15 years	375
Purchased technology	6 years	216
Total identifiable intangible assets		$	3,372

 Intuit Fiscal 2022 Form 10-K 76

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The following table summarizes the long-term deferred income tax assets and liabilities included in the purchase price allocation above:

(In millions)	Amount
Intangibles	$	(851)
Federal and state net operating loss carryforwards	138
Federal research and experimentation credit carryforwards	51
Other, net	35
Total net long-term deferred income tax liabilities	$	(627)

8. Debt

The carrying value of our debt was as follows at the dates indicated:

	July 31,		July 31,		Effective
(In millions)	2022		2021		Interest Rate
Senior unsecured notes issued June 2020:
0.650% notes due July 2023	$	500	$	500	0.837%
0.950% notes due July 2025	500		500		1.127%
1.350% notes due July 2027	500		500		1.486%
1.650% notes due July 2030	500		500		1.767%
Term loan	4,700		—
Secured revolving credit facility	230		48
Total principal balance of long-term debt	6,930		2,048
Unamortized discount and debt issuance costs	(16)		(14)
Total carrying value of long-term debt	$	6,914	$	2,034
Short-term debt	$	499	$	—
Long-term debt	$	6,415	$	2,034

Senior Unsecured Notes

In June 2020, we issued four series of senior unsecured notes (together, the Notes) pursuant to a public debt offering. The proceeds from the issuance were $1.98 billion, net of debt discount of $2 million and debt issuance costs of $15 million.

Interest is payable semiannually on January 15 and July 15 of each year. The discount and debt issuance costs are amortized to interest expense over the term of the Notes under the effective interest method. We paid $23 million and $24 million of interest on the Notes during the twelve months ended July 31, 2022 and 2021, respectively.

The Notes are senior unsecured obligations of Intuit and rank equally with all existing and future unsecured and unsubordinated indebtedness of Intuit and are redeemable by us at any time, subject to a make-whole premium. Upon the occurrence of change of control transactions that are accompanied by certain downgrades in the credit ratings of the Notes, we will be required to repurchase the Notes at a repurchase price equal to 101% of the aggregate outstanding principal plus any accrued and unpaid interest to but not including the date of repurchase. The indenture governing the Notes requires us to comply with certain covenants. For example, the Notes limit our ability to create certain liens and enter into sale and leaseback transactions. As of July 31, 2022, we were compliant with all covenants governing the Notes.

Unsecured Credit Facility

On November 1, 2021, we terminated our amended and restated credit agreement dated May 2, 2019 (2019 Credit Facility), and entered into a credit agreement with certain institutional lenders with an aggregate principal amount of $5.7 billion, which includes a $4.7 billion unsecured term loan that matures on November 1, 2024, and a $1 billion unsecured revolving credit facility that matures on November 1, 2026 (2021 Credit Facility).

The 2021 Credit Facility includes customary affirmative and negative covenants, including financial covenants that require us to maintain a ratio of total gross debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA) of not greater than 3.25 to 1.00 and a ratio of annual EBITDA to annual interest expense of not less than 3.00 to 1.00 as of the last day of each fiscal quarter. As of July 31, 2022, we were compliant with all required covenants.

 Intuit Fiscal 2022 Form 10-K 77

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Term Loan. On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. Under this agreement we may, subject to certain customary conditions, on one or more occasions increase commitments under the term loan in an amount not to exceed $400 million in the aggregate. The term loan accrues interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.125% or SOFR plus a margin that ranges from 0.625% to 1.125%. Actual margins under either election will be based on our senior debt credit ratings. Interest on the term loan is payable monthly. At July 31, 2022, $4.7 billion was outstanding under the term loan. The carrying value of the term loan is net of debt issuance costs of $5 million as of July 31, 2022 and approximates its fair value. We paid $42 million of interest on the term loan during the twelve months ended July 31, 2022. We paid $2 million and $9 million of interest on our previous term loan under the 2019 Credit Facility during the twelve months ended July 31, 2021 and 2020, respectively.

Unsecured Revolving Credit Facility. The 2021 Credit Facility includes a $1 billion unsecured revolving credit facility that will expire on November 1, 2026. Under this agreement we may, subject to certain customary conditions including lender approval, on one or more occasions increase commitments under the unsecured revolving credit facility in an amount not to exceed $250 million in the aggregate and may extend the maturity date up to two times. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.1%, or (ii) the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.69% to 1.1%. Actual margins under either election will be based on our senior debt credit ratings. At July 31, 2022, no amounts were outstanding under the unsecured revolving credit facility. We paid no interest on the unsecured revolving credit facility during the twelve months ended July 31, 2022. We paid $1 million and $2 million of interest on our previous unsecured revolving credit facility during the twelve months ended July 31, 2021 and 2020, respectively.

Secured Revolving Credit Facility

On February 19, 2019, a subsidiary of Intuit entered into a secured revolving credit facility with a lender to fund a portion of our loans to qualified small businesses. The revolving credit facility is secured by cash and receivables of the subsidiary and is non-recourse to Intuit Inc. We have entered into several amendments to the secured revolving credit facility, most recently on July 18, 2022, primarily to increase the facility limit, extend the commitment term and maturity date and update the benchmark interest rate. Under the amended agreement, the facility limit is $500 million, of which $300 million is committed and $200 million is uncommitted. Advances accrue interest at adjusted daily simple SOFR plus 1.5%. Unused portions of the committed credit facility accrue interest at a rate ranging from 0.25% to 0.75%, depending on the total unused committed balance. The commitment term is through July 18, 2025, and the final maturity date is July 20, 2026. The agreement includes certain affirmative and negative covenants, including financial covenants that require the subsidiary to maintain specified financial ratios. As of July 31, 2022, we were compliant with all required covenants. At July 31, 2022, $230 million was outstanding under this facility and the weighted-average interest rate was 3.96%, which includes the interest on any unused committed portion. The outstanding balance is secured by cash and receivables of the subsidiary totaling $615 million. Interest on the facility is payable monthly. We paid $2 million, $3 million, and $3 million of interest on the secured revolving credit facility during each of the twelve months ended July 31, 2022, 2021 and 2020, respectively.

Future principal payments for long-term debt at July 31, 2022 were as shown in the table below.

(In millions)
Fiscal year ending July 31,
2023	$	500
2024	—
2025	5,200
2026	230
2027	500
Thereafter	500
Total future principal payments for long-term debt	$	6,930

 Intuit Fiscal 2022 Form 10-K 78

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9. Other Liabilities and Commitments

Other Current Liabilities

Other current liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Executive deferred compensation plan liabilities	$	147	$	153
Accrued settlement for state attorneys general	141		—
Sales, property, and other taxes	40		5
Current portion of operating lease liabilities	84		66
Reserve for returns and credits	25		21
Amounts due for share repurchases	10		17
Merchant and consumer payments processing reserves	21		10
Reserve for promotional discounts and rebates	6		10
Current portion of dividend payable	12		9
Interest payable	11		1
Income taxes payable	8		3
Other	74		66
Total other current liabilities	$	579	$	361

Other Long-Term Obligations

Other long-term obligations were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Income tax liabilities	$	44	$	24
Dividend payable	12		8
Deferred revenue	6		8
Other	25		13
Total other long-term obligations	$	87	$	53

Unconditional Purchase Obligations

In the ordinary course of business we enter into certain unconditional purchase obligations with our suppliers. These are agreements to purchase products and services that are enforceable, legally binding, and specify terms that include fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payments.

Annual minimum commitments under purchase obligations at July 31, 2022 were as shown in the table below.

(In millions)	Purchase Obligations
Fiscal year ending July 31,
2023	$	673
2024	434
2025	470
2026	233
2027	28
Thereafter	468
Total commitments	$	2,306

 Intuit Fiscal 2022 Form 10-K 79

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10. Leases

We lease office facilities under non-cancellable operating lease arrangements. Our facility leases generally provide for periodic rent increases and may contain escalation clauses and renewal options. Our leases have remaining lease terms of up to 20 years, which include options to extend that are reasonably certain of being exercised. Some of our leases include one or more options to extend the leases for up to 10 years per option which we are not reasonably certain to exercise. The options to extend are generally at rates to be determined in accordance with the agreements. Options to extend the lease are included in the lease liability if they are reasonably certain of being exercised. We do not have significant finance leases.

We sublease certain office facilities to third parties. These subleases have remaining lease terms of up to 8 years, some of which include one or more options to extend the subleases for up to 5 years per option.

In March 2020, we entered into an agreement to terminate an office facility lease and related sublease, which were due to expire in 2025 and 2022, respectively. As a result, we reduced our operating lease right-of-use assets and lease liabilities by $61 million during the twelve months ended July 31, 2020.

The components of lease expense were as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Operating lease cost (1)	$	105	$	75	$	69
Variable lease cost	15		11		13
Sublease income	(17)		(16)		(22)
Total net lease cost	$	103	$	70	$	60

(1)    Includes short-term leases, which are not significant for the twelve months ended July 31, 2022, 2021 or 2020.

Supplemental cash flow information related to operating leases was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	104	$	76	$	70
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	238	$	60	$	346

(1)    For the twelve months ended July 31, 2020, this includes $319 million for operating leases existing on August 1, 2019 and $27 million for operating leases that commenced during fiscal 2020.

Other information related to operating leases was as follows at the dates indicated:

	July 31,
	2022		2021		2020
Weighted-average remaining lease term for operating leases	8.1 years		6.8 years		5.5 years
Weighted-average discount rate for operating leases	2.9	%	2.3	%	3.1	%

Future minimum lease payments under non-cancellable operating leases as of July 31, 2022 were as follows:

(In millions)	Operating Leases (1)
Fiscal year ending July 31,
2023	$	64
2024	105
2025	93
2026	76
2027	67
Thereafter	323
Total future minimum lease payments	728
Less imputed interest	(102)
Present value of lease liabilities	$	626

(1)    Non-cancellable sublease proceeds for the fiscal years ending July 31, 2023, 2024, 2025, 2026, 2027, and thereafter of $11 million, $10 million, $5 million, $1 million, $1 million, and $3 million, respectively, are not included in the table above.

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Supplemental balance sheet information related to operating leases was as follows at the date indicated:

	July 31,
(In millions)	2022		2021
Operating lease right-of-use assets	$	549	$	380
Other current liabilities	$	84	$	66
Operating lease liabilities	542		380
Total operating lease liabilities	$	626	$	446

11. Income Taxes

The provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Current:
Federal	$	253	$	399	$	372
State	93		121		79
Foreign	31		17		21
Total current	377		537		472
Deferred:
Federal	85		(33)		(47)
State	18		(11)		(47)
Foreign	(4)		1		(6)
Total deferred	99		(43)		(100)
Total provision for income taxes	$	476	$	494	$	372

We recognized excess tax benefits on share-based compensation of $134 million, $126 million, and $90 million in the provision for income taxes for the twelve months ended July 31, 2022, 2021, and 2020, respectively.

The sources of income before the provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
United States	$	2,433	$	2,497	$	2,206
Foreign	109		59		(8)
Total	$	2,542	$	2,556	$	2,198

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Differences between income taxes calculated using the federal statutory income tax rate and the provision for income taxes were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Income before income taxes	$	2,542	$	2,556	$	2,198
Statutory federal income tax	$	534	$	537	$	462
State income tax, net of federal benefit	87		87		25
Federal research and experimentation credits	(94)		(70)		(54)
Share-based compensation	54		38		22
Federal excess tax benefits related to share-based compensation	(112)		(105)		(79)
Effects of non-U.S. operations	4		4		13
Other, net	3		3		(17)
Total provision for income taxes	$	476	$	494	$	372

The state income tax line in the table above includes excess tax benefits related to share-based compensation of $22 million, $21 million and $11 million for the twelve months ended July 31, 2022, 2021 and 2020, respectively.

In the current global tax policy environment, the U.S. and other domestic and foreign governments continue to consider, and in some cases enact, changes in corporate tax laws. As changes occur, we account for finalized legislation in the period of enactment.

Significant deferred tax assets and liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Deferred tax assets:
Accruals and reserves not currently deductible	$	84	$	48
Operating lease liabilities	168		113
Accrued and deferred compensation	84		132
Loss and tax credit carryforwards	224		282
Intangible assets	25		33
Share-based compensation	97		59
Other, net	23		16
Total gross deferred tax assets	705		683
Valuation allowance	(244)		(205)
Total deferred tax assets	461		478
Deferred tax liabilities:
Operating lease right-of-use assets	149		96
Intangibles	868		844
Property and equipment	9		10
Other, net	43		45
Total deferred tax liabilities	1,069		995
Net deferred tax assets (liabilities)	$	(608)	$	(517)

The components of total net deferred tax assets (liabilities), net of valuation allowances, as shown on our consolidated balance sheets were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Long-term deferred income tax assets	$	11	$	8
Long-term deferred income tax liabilities	(619)		(525)
Net deferred tax assets (liabilities)	$	(608)	$	(517)

We have provided a valuation allowance related to state research and experimentation tax credit carryforwards, foreign loss carryforwards, foreign intangible deferred tax assets and state operating loss carryforwards that we believe are unlikely to be realized. Changes in the valuation allowance during the twelve months ended July 31, 2022 and July 31, 2021 were primarily

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related to state research and experimentation tax credit carryforwards, foreign intangible deferred tax assets, foreign loss carryforwards and state operating loss carryforwards.

At July 31, 2022, we had total federal net operating loss carryforwards of approximately $22 million that will start to expire in fiscal 2032. Utilization of the net operating losses is subject to annual limitation. The annual limitation may result in the expiration of net operating losses before utilization.

At July 31, 2022, we had total state net operating loss carryforwards of approximately $86 million for which we have recorded a deferred tax asset of $6 million and a valuation allowance of $3 million. The state net operating loss carryforwards will start to expire in fiscal 2028. Utilization of the net operating losses is subject to annual limitation. The annual limitation may result in the expiration of net operating losses before utilization.

At July 31, 2022, we had Singapore operating loss carryforwards of approximately $78 million, Brazil operating loss carryforwards of approximately $69 million and United Kingdom operating loss carryforwards of approximately $36 million which have an indefinite carryforward period. We maintain a full valuation allowance with respect to operating losses in Singapore, Brazil and United Kingdom jurisdictions, as there is not sufficient evidence of future sources of taxable income required to utilize such carryforwards.

At July 31, 2022, we had federal research and experimentation credit carryforwards of approximately $3 million that will start

to expire in fiscal 2039. Utilization of the Federal research and experimentation credit is subject to annual limitation. The

annual limitation may result in the expiration of the Federal research and experimentation credit before utilization.

At July 31, 2022, we had California research and experimentation credit carryforwards of approximately $289 million. The California research and experimentation credit will carryforward indefinitely. We recorded a full valuation on the related deferred tax asset, as we believe it is more likely than not that these credits will not be utilized.

Unrecognized Tax Benefits

The aggregate changes in the balance of our gross unrecognized tax benefits were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Gross unrecognized tax benefits, beginning balance	$	190	$	101	$	120
Increases related to tax positions from prior fiscal years, including acquisitions	9		69		2
Decreases related to tax positions from prior fiscal years	(13)		—		(35)
Increases related to tax positions taken during current fiscal year	31		31		21
Settlements with tax authorities	—		—		(1)
Lapse of statute of limitations	(1)		(11)		(6)
Gross unrecognized tax benefits, ending balance	$	216	$	190	$	101

The total amount of our unrecognized tax benefits at July 31, 2022 was $216 million. If we were to recognize these net benefits, our income tax expense would reflect a favorable net impact of $123 million. We do not believe that it is reasonably possible that there will be a significant increase or decrease in unrecognized tax benefits over the next 12 months.

We file U.S. federal, U.S. state, and foreign tax returns. Our major tax jurisdictions are the U.S. federal jurisdiction and California. For U.S. federal tax returns, we are no longer subject to tax examinations for fiscal 2017 and for years prior to fiscal 2016. For California tax returns, we are no longer subject to tax examination for years prior to fiscal 2016.

We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. Amounts accrued at July 31, 2022 and July 31, 2021 for the payment of interest and penalties were not significant. The amounts of interest and penalties that we recognized during the twelve months ended July 31, 2022, 2021 and 2020 were also not significant.

We offset a $89 million and $75 million long-term liability for uncertain tax positions against our long-term income tax receivable at July 31, 2022 and July 31, 2021, respectively. The long-term income tax receivable at July 31, 2022 and July 31, 2021 was primarily related to the government’s approval of a method of accounting change request for fiscal 2018 and a refund claim related to Credit Karma’s alternative minimum tax credit that was recorded as part of the acquisition.

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12. 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. Under these programs, we repurchased 3.8 million shares of our common stock for $1.9 billion during the twelve months ended July 31, 2022. Included in this amount were $10 million of repurchases which occurred in late July 2022 and settled in August 2022. At July 31, 2022, we had authorization from our Board of Directors to expend up to an additional $1.5 billion for stock repurchases. On August 19, 2022, our Board approved a new stock repurchase program under which we are authorized to repurchase up to an additional $2 billion of our common stock. 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 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 fiscal 2022, we declared cash dividends that totaled $2.72 per share of outstanding common stock or approximately $781 million. In August 2022, our Board of Directors declared a quarterly cash dividend of $0.78 per share of outstanding common stock payable on October 18, 2022 to stockholders of record at the close of business on October 10, 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.

Description of 2005 Equity Incentive Plan and Credit Karma, Inc. 2015 Equity Incentive Plan

Our stockholders initially approved our 2005 Equity Incentive Plan (2005 Plan) on December 9, 2004. On January 20, 2022, our stockholders approved an Amended and Restated 2005 Equity Incentive Plan (Restated 2005 Plan) that expires on January 20, 2032. Under the Restated 2005 Plan, we are permitted to grant incentive and non-qualified stock options, restricted stock awards, RSUs, stock appreciation rights and stock bonus awards to our employees, non-employee directors, and consultants. The Compensation and Organizational Development Committee of our Board of Directors or its delegates determine who will receive grants, when those grants will be exercisable, their exercise price and other terms. We are permitted to issue up to 159.5 million shares under the Restated 2005 Plan, including 3,366,512 shares that were previously available for issuance prior to January 20, 2022 under the Credit Karma Plan, described below, adjusted for the fungible ratio of the Restated 2005 Plan. The plan provides a fungible share reserve. Each stock option granted on or after November 1, 2010 reduces the share reserve by one share and each restricted stock award or restricted stock unit granted reduces the share reserve by 2.3 shares. Stock options forfeited and returned to the pool of shares available for grant increase the pool by one share for each share forfeited. Restricted stock awards and RSUs forfeited and returned to the pool of shares available for grant increase the pool by 2.3 shares for each share forfeited. 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 granted under the 2005 Plan and the Restated 2005 Plan typically vest over three to four years based on continued service and have a seven year term. RSUs granted under those plans typically vest over three to four years based on continued service. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals.

In connection with our acquisition of Credit Karma on December 3, 2020, we assumed the Credit Karma, Inc. 2015 Equity Incentive Plan, as amended (Credit Karma Plan), under which the assumed equity awards were granted. See Note 7, “Business Combinations,” for more information on the Credit Karma acquisition and the related equity awards assumed. Under the Restated 2005 Plan, effective January 20, 2022, shares available under the Credit Karma Plan became available for grant under the Restated 2005 Plan and no shares may be granted out of the Credit Karma Plan.

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Through January 20, 2022, the Credit Karma Plan provided a fungible share reserve. Each restricted stock unit granted reduced the share reserve by one share. RSUs forfeited and returned to the pool of shares available for grant increased the pool by one share for each share forfeited. Shares withheld for income taxes upon vesting of RSUs were also returned to the pool of shares available for grant. After January 20, 2022, shares forfeited and returned to the pool from grants issued out of the Credit Karma Plan will increase the pool by 2.3 shares for each share forfeited.

At July 31, 2022, there were approximately 26.3 million shares available for grant under the Restated 2005 Plan and no awards may be granted out of the Credit Karma Plan.

Description of Employee Stock Purchase Plan

On November 26, 1996, our stockholders initially adopted our Employee Stock Purchase Plan (ESPP) under Section 423 of the Internal Revenue Code. The ESPP permits our eligible employees to make payroll deductions to purchase our stock on regularly scheduled purchase dates at a discount. Our stockholders have approved amendments to the ESPP to permit the issuance of up to 23.8 million shares under the ESPP, which expires upon the earliest to occur of (a) termination of the ESPP by the Board, or (b) issuance of all the shares of Intuit’s common stock reserved for issuance under the ESPP. Offering periods under the ESPP are six months in duration and composed of two consecutive three-month accrual periods. Shares are purchased at 85% of the lower of the closing price for Intuit common stock on the first day of the offering period or the last day of the accrual period.

Under the ESPP, employees purchased 326,961 shares of Intuit common stock during the twelve months ended July 31, 2022; 405,268 shares during the twelve months ended July 31, 2021; and 449,999 shares during the twelve months ended July 31, 2020. At July 31, 2022, there were 723,955 shares available for issuance under this plan.

Share-Based Compensation Expense

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

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Cost of product revenue	$	2	$	1	$	1
Cost of service and other revenue	144		68		59
Selling and marketing	309		183		116
Research and development	521		281		151
General and administrative	332		220		108
Total share-based compensation expense	1,308		753		435
Income tax benefit	(396)		(269)		(173)
Decrease in net income	$	912	$	484	$	262
Decrease in net income per share:
Basic	$	3.26	$	1.79	$	1.00
Diluted	$	3.21	$	1.77	$	0.99

We capitalized $1 million, $2 million, and $3 million in share-based compensation related to internal use software projects during the twelve months ended July 31, 2022, 2021, and 2020.

Determining Fair Value

Valuation and Amortization Methods

RSUs granted typically vest based on continued service. We value these time-based RSUs at the date of grant using the intrinsic value method. We amortize the fair value of time-based RSUs on a straight-line basis over the service period. These time-based RSUs accounted for approximately 85% of our total share-based compensation expense during the twelve months ended July 31, 2022. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based RSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria will be met. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust our estimate of the fair value of the performance-based RSUs if necessary. We amortize the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. We estimate the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that

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the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria. All of the RSUs we grant have dividend rights that are subject to the same vesting requirements as the underlying equity awards, so we do not adjust the market price of our stock on the date of grant for dividends.

We estimate the fair value of stock options granted using a lattice binomial model and a multiple option award approach. Our stock options have various restrictions, including vesting provisions and restrictions on transfer, and are often exercised prior to their contractual maturity. We believe that lattice binomial models are more capable of incorporating the features of our stock options than closed-form models such as the Black Scholes model. The use of a lattice binomial model requires the use of extensive actual employee exercise behavior and a number of complex assumptions including the expected volatility of our stock price over the term of the options, risk-free interest rates and expected dividends. We amortize the fair value of options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

Expected Term. The expected term of options granted represents the period of time that they are expected to be outstanding and is a derived output of the lattice binomial model. The expected term of stock options is impacted by all of the underlying assumptions and calibration of our model. The lattice binomial model assumes that option exercise behavior is a function of the option’s remaining vested life and the extent to which the market price of our common stock exceeds the option exercise price. The lattice binomial model estimates the probability of exercise as a function of these two variables based on the history of exercises and cancellations on all past option grants made by us.

Expected Volatility. We estimate the volatility of our common stock at the date of grant based on the implied volatility of one-year and two-year publicly traded options on our common stock. Our decision to use implied volatility was based upon the availability of actively traded options on our common stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility.

Risk-Free Interest Rate. We base the risk-free interest rate that we use in our option valuation model on the implied yield in effect at the time of option grant on constant maturity U.S. Treasury issues with equivalent remaining terms.

Dividends. We use an annualized expected dividend yield in our option valuation model. We paid quarterly cash dividends during all years presented and currently expect to continue to pay cash dividends in the future.

Forfeitures. We adjust share-based compensation expense for actual forfeitures as they occur.

We used the following assumptions to estimate the fair value of stock options granted and shares purchased under our Employee Stock Purchase Plan for the periods indicated:

	Twelve Months Ended July 31,
	2022		2021		2020
Assumptions for stock options:
Expected volatility	35	%	29	%	32	%
Weighted average expected volatility	35	%	29	%	32	%
Risk-free interest rate	2.73	%	0.62	%	0.20	%
Expected dividend yield	0.61	%	0.45	%	0.70	%
Assumptions for ESPP:
Expected volatility (range)	26% - 39%		31% - 36%		23% - 72%
Weighted average expected volatility	23	%	34	%	39	%
Risk-free interest rate (range)	0.04% - 0.44%		0.02% - 0.17%		0.24% - 2.23%
Expected dividend yield	0.47% - 0.59%		0.60% - 0.75%		0.74% - 0.95%

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Share-Based Awards Available for Grant

A summary of share-based awards available for grant under our plans for the fiscal periods indicated was as follows:

(Shares in thousands)	Shares Available for Grant
Balance at July 31, 2019	21,058
Restricted stock units granted (1)	(6,111)
Options granted	(382)
Share-based awards canceled/forfeited/expired (1)(2)	3,482
Balance at July 31, 2020	18,047
Shares available for grant under the Credit Karma Plan	4,298
Restricted stock units granted (1)	(9,191)
Options granted	(323)
Share-based awards canceled/forfeited/expired (1)(2)	4,020
Balance at July 31, 2021	16,851
Additional shares authorized	19,903
Restricted stock units granted (1)	(14,868)
Options granted	(400)
Share-based awards canceled/forfeited/expired (1)(2)	4,774
Balance at July 31, 2022	26,260

(1)RSUs granted from the pool of shares available for grant under our Restated 2005 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 Restated 2005 Plan increase the pool by 2.3 shares for each share forfeited. Through January 20, 2022, shares granted from the Credit Karma Plan reduce the pool by one share for each share granted and shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by one share for each share forfeited. Beginning January 20, 2022, shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by 2.3 shares for each share forfeited. No shares were granted from the Credit Karma Plan after January 20, 2022.

(2)Stock options and RSUs canceled, expired or forfeited under our Restated 2005 Plan and Credit Karma Plan are returned to the pool of shares available for grant. Under the Restated 2005 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.

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Restricted Stock Unit and Restricted Stock Activity

A summary of RSU and restricted stock activity for the periods indicated was as follows:

(Shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at July 31, 2019	5,683	$186.22
Granted	2,657	271.80
Vested	(2,039)	180.40
Forfeited	(637)	154.91
Nonvested at July 31, 2020	5,664	231.97
Assumed through acquisition	1,998	355.49
Granted(1)	3,877	431.82
Restricted stock subject to revest provisions issued in connection with acquisition	775	355.49
Vested	(2,242)	262.23
Forfeited	(1,034)	251.41
Nonvested at July 31, 2021	9,038	345.86
Granted(2)	6,634	466.12
Vested	(3,154)	351.80
Forfeited	(1,051)	351.15
Nonvested at July 31, 2022	11,467	$413.32

(1)This includes 809,000 RSUs granted to the employees of Credit Karma in connection with the acquisition with a grant date fair value of $300 million. See Note 7, “Business Combinations.”

(2)This 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 $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 $211 million. See Note 7, “Business Combinations.”

Additional information regarding our RSUs is shown in the table below.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Total fair market value of shares vested	$	1,658	$	942	$	620
Share-based compensation for RSUs	$	1,248	$	708	$	382
Total tax benefit related to RSU share-based compensation expense	$	375	$	225	$	134
Cash tax benefits realized for tax deductions for RSUs	$	334	$	221	$	139

At July 31, 2022, there was $4.3 billion of unrecognized compensation cost related to non-vested RSUs and restricted stock with a weighted average vesting period of 3.1 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.

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Stock Option Activity

A summary of stock option activity for the periods indicated was as follows:

	Options Outstanding
(Shares in thousands)	Number of Shares	Weighted Average Exercise Price Per Share
Balance at July 31, 2019	3,374	$150.75
Granted	382	303.94
Exercised	(993)	111.82
Canceled or expired	(82)	188.39
Balance at July 31, 2020	2,681	185.83
Granted	323	525.51
Exercised	(718)	128.39
Canceled or expired	(82)	264.53
Balance at July 31, 2021	2,204	251.48
Granted	400	448.59
Exercised	(242)	164.94
Canceled or expired	(70)	426.22
Balance at July 31, 2022	2,292	$289.62

Information regarding stock options outstanding as of July 31, 2022 is summarized below:

	Number of Shares (in thousands)	Weighted Average Remaining Contractual Life (in Years)	Weighted Average Exercise Price per Share	Aggregate Intrinsic Value (in millions)
Options outstanding	2,292	3.98	$289.62	$361
Options exercisable	1,440	2.74	$209.73	$328

The aggregate intrinsic values at July 31, 2022 are calculated as the difference between the exercise price of the underlying options and the market price of our common stock for shares that were in-the-money at that date. In-the-money options at July 31, 2022 were options that had exercise prices that were lower than the $456.17 market price of our common stock at that date.

Additional information regarding our stock options and ESPP shares is shown in the table below.

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Weighted average fair value of options granted (per share)	$	136.76	$	122.16	$	74.85
Total grant date fair value of options vested	$	25	$	17	$	23
Aggregate intrinsic value of options exercised	$	78	$	179	$	159
Share-based compensation expense for stock options and ESPP	$	60	$	45	$	53
Total tax benefit for stock option and ESPP share-based compensation	$	21	$	44	$	39
Cash received from option exercises	$	40	$	92	$	111
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements	$	37	$	48	$	39

At July 31, 2022, there was $98 million of unrecognized compensation cost related to non-vested stock options with a weighted average vesting period of 3.3 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.

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Accumulated Other Comprehensive Loss

Comprehensive income consists of two elements, net income and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our consolidated balance sheets and excluded from net income. Our other comprehensive income (loss) consists of unrealized gains and losses on marketable debt securities classified as available-for-sale and foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar.

The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our consolidated balance sheets at the dates indicated.

	July 31,
(In millions)	2022		2021
Unrealized gain (loss) on available-for-sale debt securities	$	(7)	$	3
Foreign currency translation adjustments	(53)		(27)
Total accumulated other comprehensive loss	$	(60)	$	(24)

13. Benefit Plans

Non-Qualified Deferred Compensation Plan

Intuit’s Executive Deferred Compensation Plan provides that executives who meet minimum compensation requirements are eligible to defer up to 75% of their salaries and up to 75% of their bonuses. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. We may also make discretionary employer contributions to participant accounts in certain circumstances. The timing, amounts, and vesting schedules of employer contributions are at the sole discretion of the Compensation and Organizational Development Committee of our Board of Directors or its delegate. The benefits under this plan are unsecured and are general assets of Intuit. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with Intuit for any reason or at a later date to comply with the restrictions of Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump sum or installments. Discretionary company contributions and the related earnings vest completely upon the participant’s disability, death, or a change in control of Intuit. We made no employer contributions to the plan for any period presented.

We had liabilities related to this plan of $147 million at July 31, 2022 and $153 million at July 31, 2021. We have matched the plan liabilities with similar-performing assets, which are primarily investments in life insurance contracts. These assets are recorded in other long-term assets while liabilities related to obligations are recorded in other current liabilities on our consolidated balance sheets.

401(k) Plans

In the United States, employees who participate in the Intuit Inc. 401(k) Plan may currently contribute up to 50% of pre-tax compensation, subject to Internal Revenue Service limitations and the terms and conditions of the plan. We match a portion of employee contributions, currently 125% up to six percent of salary, subject to Internal Revenue Service limitations.

Additionally, Credit Karma employees in the United States who participate in the Credit Karma 401(k) Plan may currently contribute up to 90% of pre-tax compensation, subject to Internal Revenue Service limitations and the terms and conditions of the plan. We match a portion of Credit Karma employee contributions, currently 100% up to six percent of salary, subject to Internal Revenue Service limitations.

Matching contributions for both plans were $118 million for the twelve months ended July 31, 2022; $80 million for the twelve months ended July 31, 2021; and $69 million for the twelve months ended July 31, 2020.

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14. Legal Proceedings

Beginning in May 2019, various legal proceedings were filed and certain regulatory inquiries were commenced in connection with our provision and marketing of free online tax preparation programs. We believe that the allegations contained within these legal proceedings are without merit and continue to defend our interests in them. These proceedings included, among others, multiple putative class actions that were consolidated into a single putative class action in the Northern District of California in September 2019 (the Intuit Free File Litigation). In August 2020, the Ninth Circuit Court of Appeals ordered that the putative class action claims be resolved through arbitration. In May 2021, the Intuit Free File Litigation was dismissed on a non-class basis after we entered into an agreement that resolved the matter on an individual non-class basis for an immaterial amount, without any admission of wrongdoing.

These proceedings also included individual demands for arbitration that were filed beginning in October 2019. On February 23, 2022 and May 23, 2022, we entered into settlement agreements that will resolve all of these pending arbitration claims, without any admission of wrongdoing. The ultimate amount that we are required to pay under these agreements will depend on the number of claimants that provide releases of claims thereunder. During the twelve months ended July 31, 2022, we accrued an immaterial amount based on our estimate of the probable payments we could make under these agreements. While we believe our accrual is adequate, the final payments required under these agreements could differ from our recorded estimate.

In June 2021, we received a demand and draft complaint from the Federal Trade Commission (FTC) and certain state attorneys general relating to the ongoing inquiries described above. On March 29, 2022, the FTC filed an action in federal court seeking a temporary restraining order and a preliminary injunction enjoining certain Intuit business practices pending resolution of the FTC’s administrative complaint seeking to permanently enjoin certain Intuit business practices (the FTC Actions). On April 22, 2022, the Northern District of California denied the FTC’s requests for a temporary restraining order and a preliminary injunction. On August 22, 2022, the FTC filed a motion for summary decision in the administrative action that, if granted, would decide that matter in favor of the FTC before a trial was held. On August 30, 2022, we filed our response to the FTC’s motion. While we continue to believe that the allegations contained in the FTC’s administrative complaint are without merit, the defense and resolution of this matter could involve significant costs to us. The state attorneys general did not join the FTC Actions and, on May 4, 2022, we entered into a settlement agreement with the attorneys general of the 50 states and the District of Columbia, admitting no wrongdoing, that resolved the states’ inquiry, as well as actions brought by the Los Angeles City Attorney and the Santa Clara County (California) Counsel. As part of this agreement, we agreed to pay $141 million and made certain commitments regarding our advertising and marketing practices. For the twelve months ended July 31, 2022, we recorded this payment as a one-time charge.

In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss that we may incur to resolve or settle the remaining matters.

To date, the legal and other fees we have incurred related to these proceedings and inquiries have not been material. The ongoing defense and any resolution or settlement of these proceedings and inquiries could involve significant costs to us.

Intuit is subject to certain routine legal proceedings, including class action lawsuits, as well as demands, claims, government inquiries and threatened litigation, that arise in the normal course of our business, including assertions that we may be infringing patents or other intellectual property rights of others. Our failure to obtain necessary licenses or other rights, or litigation arising out of intellectual property claims could adversely affect our business. We currently believe that, in addition to any amounts accrued, the amount of potential losses, if any, for any pending claims of any type (either alone or combined) will not have a material impact on our consolidated financial statements. The ultimate outcome of any legal proceeding is uncertain and, regardless of outcome, legal proceedings can have an adverse impact on Intuit because of defense costs, negative publicity, diversion of management resources and other factors.

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15. Segment Information

We have defined four reportable segments, described below, based on factors such as how we manage our operations and how our chief operating decision maker views results. We define the chief operating decision maker as our Chief Executive Officer and our Chief Financial Officer. Our chief operating decision maker organizes and manages our business primarily on the basis of product and service offerings.

On December 3, 2020, we acquired Credit Karma in a business combination and it operates as a separate reportable segment. We have included the results of operations of Credit Karma in our consolidated statements of operations from the date of acquisition. See Note 7, "Business Combinations," for more information. Segment operating income for Credit Karma includes all direct expenses, which is different from our other reportable segments where we do not fully allocate corporate expenses.

On November 1, 2021, we acquired Mailchimp in a business combination. Mailchimp is part of our Small Business & Self-Employed segment and its revenue is primarily included within Online Services in the revenue disaggregation below. We have included the results of operations of Mailchimp in our consolidated statements of operations from the date of acquisition.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. We have included the results of Mint in the Consumer segment in the segment results below. Revenue and operating results for Mint are not significant, and the previously reported segment results have not been reclassified. Effective August 1, 2022, the operating results for Mint will be included in the Credit Karma segment.

On August 1 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants.

Small Business & Self-Employed: This segment serves small businesses and the self-employed around the world, and the accounting professionals who assist and advise them. Our QuickBooks offerings include financial and business management online services and desktop software, payroll solutions, time tracking, merchant payment processing solutions, and financing for small businesses. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

Consumer: This segment serves consumers and includes do-it-yourself and assisted TurboTax income tax preparation products and services sold in the U.S. and Canada. Our Mint offering is a personal finance offering which helps customers track their finances and daily financial behaviors.

Credit Karma: This segment serves consumers with a personal finance platform that provides personalized recommendations of credit card, home, auto and personal loans, and insurance products; online savings and checking accounts through an FDIC member bank partner; and access to their credit scores and reports, credit and identity monitoring, credit report dispute, and data-driven resources.

ProConnect: This segment serves professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our professional tax offerings include Lacerte, ProSeries, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada.

All of our segments operate primarily in the United States and sell primarily to customers in the United States. Total international net revenue was approximately 8%, 5%, and 4% of consolidated total net revenue for the twelve months ended July 31, 2022, 2021 and 2020.

For our Small Business & Self-Employed, Consumer, and ProConnect reportable segments, we include expenses such as corporate selling and marketing, product development, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. For our Credit Karma reportable segment, segment expenses include all direct expenses related to selling and marketing, product development, and general and administrative. Unallocated corporate items for all segments include share-based compensation, amortization of acquired technology, amortization of other acquired intangible assets, and goodwill and intangible asset impairment charges.

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies in Note 1. Except for goodwill and purchased intangible assets, we do not generally track assets by reportable segment and, consequently, we do not disclose total assets by reportable segment. See Note 6, “Goodwill and Acquired Intangible Assets,” for goodwill by reportable segment.

 Intuit Fiscal 2022 Form 10-K 92

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The following table shows our financial results by reportable segment for the periods indicated.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
Small Business & Self-Employed	$	6,460	$	4,688	$	4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679
Operating income:
Small Business & Self-Employed	$	3,499	$	2,590	$	2,091
Consumer	2,483		2,237		2,063
Credit Karma	531		182		—
ProConnect	383		372		346
Total segment operating income	6,896		5,381		4,500
Unallocated corporate items:
Share-based compensation expense	(1,308)		(753)		(435)
Other corporate expenses	(2,461)		(1,932)		(1,861)
Amortization of acquired technology	(140)		(50)		(22)
Amortization of other acquired intangible assets	(416)		(146)		(6)
Total unallocated corporate items	(4,325)		(2,881)		(2,324)
Total operating income	$	2,571	$	2,500	$	2,176

Revenue classified by significant product and service offerings was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
QuickBooks Online Accounting	$	2,267	$	1,699	$	1,354
Online Services	2,171		1,051		828
Total Online Ecosystem	4,438		2,750		2,182
QuickBooks Desktop Accounting	851		789		755
Desktop Services and Supplies	1,171		1,149		1,113
Total Desktop Ecosystem	2,022		1,938		1,868
Small Business & Self-Employed	6,460		4,688		4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679

 Intuit Fiscal 2022 Form 10-K 93

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INTUIT INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In millions)	Beginning Balance		Additions Charged to Expense/ Revenue		Deductions		Ending Balance
Year ended July 31, 2022
Allowance for doubtful accounts	$	96	$	74	$	(139)	$	31
Reserve for returns and credits	21		183		(179)		25
Reserve for promotional discounts and rebates	10		64		(68)		6
Year ended July 31, 2021
Allowance for doubtful accounts	$	12	$	92	$	(8)	$	96
Reserve for returns and credits	24		168		(171)		21
Reserve for promotional discounts and rebates	11		62		(63)		10
Year ended July 31, 2020
Allowance for doubtful accounts	$	3	$	68	$	(59)	$	12
Reserve for returns and credits	24		170		(170)		24
Reserve for promotional discounts and rebates	11		73		(73)		11

 Intuit Fiscal 2022 Form 10-K 94

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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, Intuit’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures as defined under Exchange Act Rules 13a-15(e) and 15d-15(e) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2022 based on the guidelines established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Mailchimp, which we acquired on November 1, 2021, as discussed in Note 7, “Business Combinations” of the Notes to the Consolidated Financial Statements. We have included the financial results of this acquisition in the consolidated financial statements from the date of acquisition. Total revenue subject to Mailchimp’s internal control over financial reporting represented six percent of our consolidated total revenues for the fiscal year ended July 31, 2022. Total assets and net assets subject to Mailchimp’s internal control over financial reporting represent less than one percent of both our consolidated total assets and net assets as of July 31, 2022.

Based on the results of our evaluation, our management has concluded that our internal control over financial reporting was effective as of July 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. We reviewed the results of management’s assessment with the Audit and Risk Committee of Intuit’s Board of Directors.

Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of July 31, 2022. Their report is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

Except as noted above, there was no change in our internal control over financial reporting during the period ended July 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and that they are effective at the reasonable assurance level. However, no matter how well conceived and executed, a control system can provide only reasonable and not absolute assurance that the objectives of the control system are met. The design of any control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. There are also limitations that are inherent in any control system. These limitations include the realities that breakdowns can occur because of errors in judgment or mistakes, and that controls can be circumvented by individual persons, by collusion of two or more people, or by management override of the controls. Because of these inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

ITEM 9B - OTHER INFORMATION

None.

 Intuit Fiscal 2022 Form 10-K 95

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ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

 Intuit Fiscal 2022 Form 10-K 96

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PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We maintain a Code of Conduct and Ethics that applies to all employees, including all officers. We also maintain a Board of Directors Code of Ethics that applies to all members of our Board of Directors. Our Code of Conduct and Ethics and Board of Directors Code of Ethics incorporate guidelines designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. Our Code of Conduct and Ethics and Board of Directors Code of Ethics are published on our Investor Relations website at https://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx. We disclose amendments to certain provisions of our Code of Conduct and Ethics and Board of Directors Code of Ethics, or waivers of such provisions granted to executive officers and directors, on this website.

The other information required by this Item 10 regarding directors is incorporated by reference from the information contained in our Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) under the sections entitled “Proposal No. 1 - Election of Directors – Our Board Nominees,” “Corporate Governance,” and “Delinquent Section 16(a) Reports.” Certain information required by this Item 10 regarding executive officers is set forth in Item 1 of Part I of this report under the heading “Information about our Executive Officers.”

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference from the information contained in our 2023 Proxy Statement under the sections entitled “Compensation and Organizational Development Committee Report,” “Compensation Discussion and Analysis,” “Director Compensation,” “Equity Compensation Plan Information,” and “Executive Compensation Tables.”

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is incorporated by reference from the information contained in our 2023 Proxy Statement under the sections entitled “Stock Ownership Information” and “Executive Compensation Tables.”

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference from the information contained in our 2023 Proxy Statement under the sections entitled “Corporate Governance – Director Independence” and “Transactions with Related Persons.”

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICE

The information required by this Item 14 is incorporated by reference from the information contained in our 2023 Proxy Statement under the section entitled “Proposal No. 3 – Ratification of Selection of Independent Registered Public Accounting Firm.”

 Intuit Fiscal 2022 Form 10-K 97

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PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this report:

1.Financial Statements – See Index to Consolidated Financial Statements in Part II, Item 8.

2.Financial Statement Schedules – See Index to Consolidated Financial Statements in Part II, Item 8.

3.Exhibits

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference Form/File No.	Date
2.01	Equity Purchase Agreement, dated September 13, 2021, by and among Intuit Inc., a Delaware corporation, The Rocket Science Group LLC, a Georgia limited liability company, VERP Holdings I, LLC, a Georgia limited liability company, VERP Holdings II, LLC, a Georgia limited liability company, DMK RSG, LLC, a Delaware limited liability company, DMK Life LLC, a Delaware limited liability company, DMK 10 LLC, a Delaware limited liability company, DMK 20 LLC, a Delaware limited liability company, DMK RSG Holdco LLC, a Delaware limited liability company, and Benjamin Chestnut, an individual resident of the State of Georgia, as the Sellers’ Representative*		8-K	9/13/2021
3.01	Restated Intuit Certificate of Incorporation, dated as of January 19, 2000		10-Q	6/14/2000
3.02	Bylaws of Intuit, as amended and restated effective May 5, 2016		8-K	5/9/2016
4.01	Form of Specimen Certificate for Intuit’s Common Stock		10-K	9/15/2009
4.02	Description of Common Stock		10-K	8/30/2019
4.03	Indenture, dated as of June 29, 2020, between Intuit and U.S. Bank National Association, as trustee		8-K	6/29/2020
4.04	Form of 0.650% Senior Note due 2023		8-K	6/29/2020
4.05	Form of 0.950% Senior Note due 2025		8-K	6/29/2020
4.06	Form of 1.350% Senior Note due 2027		8-K	6/29/2020
4.07	Form of 1.650% Senior Note due 2030		8-K	6/29/2020
10.01+	Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 20, 2022		10-Q	3/2/2022
10.02+	Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 19, 2017		S-8 333-215639	1/20/2017
10.03+	Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 23, 2014		S-8 333-193551	1/24/2014
10.04+	Forms of Equity Grant Agreements:CEO Performance-Based Restricted Stock Unit; Executive Performance-Based Restricted Stock Unit	X

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Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference Form/File No.	Date
10.05+	Forms of Equity Grant Agreements: Executive Chairman Non-Qualified Stock Option; Executive Chairman Service-Based Restricted Stock Unit; Executive Chairman Performance-Based Restricted stock Unit; CEO Performance-Based Restricted Stock Unit; Executive Performance-Based Restricted Stock Unit; Service-Based Restricted Stock Unit (non-focal)		10-K	9/8/2021
10.06+	Forms of Equity Grant Agreements: Executive Chair and EVP Service-Based Restricted Stock Unit; Executive Chair and EVP TSR Performance-Based Restricted Stock Unit; CEO Service-Based Restricted Stock Unit; CEO TSR Performance-Based Restricted Stock Unit		10-K	8/31/2020
10.07+	Forms of Equity Grant Agreements: Executive Chair and EVP Restricted Stock Unit, and CEO Restricted Stock Unit		10-K	8/30/2019
10.08+	Form of Executive Chair Restricted Stock Unit Agreement - service-based vesting		10-Q	2/22/2019
10.09+	Forms of Equity Grant Agreements: EVP-SVP TSR Performance-Based Restricted Stock Unit, CEO TSR Performance-Based Restricted Stock Unit, EVP Time-Based Restricted Stock Unit, CEO Restricted Stock Unit, Stock Option - 4 year vest, Time-Based RSU - 4 year vest (focal), New Hire Time-Based Restricted Stock Unit - 4 year vest		10-K	8/31/2018
10.10+	Forms of Equity Grant Agreements: Restricted Stock Unit, CEO TSR Performance-Based Restricted Stock Unit, CEO Restricted Stock Unit, Executive TSR Performance-Based Restricted Stock Unit, EVP Restricted Stock Unit, Restricted Stock Unit - MSPP Purchased, Restricted Stock Unit- MSPP Matching, Stock Option		10-K	9/1/2017
10.11+	Forms of Equity Grant Agreements: CEO Restricted Stock Unit, CEO TSR Performance-Based Restricted Stock Unit, Executive Restricted Stock Unit, EVP/SVP TSR Performance-Based Restricted Stock Unit, Restricted Stock Unit, and Stock Option Agreement		10-K	9/1/2016
10.12+	Form of Amended and Restated 2005 Equity Incentive Plan Non-Qualified Stock Option Grant Agreement: New Hire, Promotion, Retention or Focal Grant		10-K	9/13/2013
10.13+	Credit Karma, Inc. 2015 Equity Incentive Plan, as amended		S-8 333-251096	12/3/2020
10.14+	Form of Restricted Stock Unit Agreement under the Credit Karma, Inc. 2015 Equity Incentive Plan		S-8 333-251096	12/3/2020
10.15+	Form of Restricted Stock Unit Agreement under the Credit Karma, Inc. 2015 Equity Incentive Plan		S-8 333-251096	12/3/2020
10.16+	Form of Restricted Stock Unit Agreement under the Credit Karma, Inc. 2015 Equity Incentive Plan		S-8 333-251096	12/3/2020
10.17+	Intuit Inc. Employee Stock Purchase Plan, as amended through January 19, 2022		10-Q	3/2/2022
10.18+	Intuit Inc. Amended Non-Employee Director Compensation Program, effective January 20, 2022		8-K	1/24/2022
10.19+	Description of Non-Employee Director Compensation, approved October 31, 2018 and effective January 17, 2019		10-Q	11/20/2018
10.20+	Description of Non-Employee Director Compensation, approved October 19, 2017 and effective January 18, 2018		10-Q	11/20/2017
10.21+	Non-employee Director Compensation Program, effective January 21, 2016		10-Q	2/25/2016

 Intuit Fiscal 2022 Form 10-K 99

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Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference Form/File No.	Date
10.22+	Forms of Non-employee Director Restricted Stock Unit Agreements		10-Q	11/20/2017
10.23+	Form of Director Restricted Stock Units Conversion Grant Agreement		10-Q	3/1/2013
10.24+	Fourth Amended and Restated Management Stock Purchase Program		10-Q	2/22/2019
10.25+	Intuit Executive Relocation Policy		10-K	8/31/2018
10.26+	Intuit Inc. Non-qualified Deferred Compensation Plan, effective January 1, 2009		10-Q	11/20/2017
10.27+	Intuit Inc. 2005 Executive Deferred Compensation Plan, effective January 1, 2005		10-Q	12/10/2004
10.28+	Intuit Executive Deferred Compensation Plan, effective March 15, 2002		10-Q	5/31/2002
10.29+	Amended and Restated Intuit Inc. Performance Incentive Plan, adopted October 28, 2020		10-Q	11/19/2020
10.30+	Form of Indemnification Agreement entered into by Intuit with each of its directors and certain officers		10-Q	2/23/2017
10.31+	Letter regarding Terms of Employment by and between Intuit Inc. and Michelle Clatterbuck dated January 19, 2018		8-K	1/23/2018
10.32+	Letter Regarding Terms of Employment by and between Intuit Inc. and Sasan Goodarzi, dated November 15, 2018		10-Q	11/20/2018
10.33+	Employment memo dated November 7, 2018 to J. Alexander Chriss dated November 7, 2018 and effective January 1, 2019.		10-K	8/30/2019
10.34+	Employment memo dated November 7, 2018 to Marianna Tessel and effective January 1, 2019		10-K	8/31/2020
10.35	Credit Agreement, dated as of November 1, 2021, by and among Intuit Inc., the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities Inc. and The Bank of Nova Scotia, as co-syndication agents, and JPMorgan Chase Bank, N.A., BofA Securities Inc. and The Bank of Nova Scotia, as joint lead arrangers and joint bookrunners		8-K	11/1/2021
10.36	Assurance of Voluntary Compliance, dated May 4, 2022, by and between Intuit Inc. and the Attorney General of the State of New York	X
10.37	Schedule identifying agreements substantially identical to the Assurance of Voluntary Compliance filed as Exhibit 10.36 hereto	X
10.38#	Master Services Agreement between Intuit and Arvato Services, Inc., dated May 28, 2003		10-K	9/19/2003
10.39	Second Amendment to Master Service Agreement between Intuit and Arvato Services, Inc., effective May 29, 2007		10-K	9/14/2007
10.40#	Amendment 3 to Master Services Agreement between Intuit and Arvato Services, Inc., effective April 1, 2008		10-Q	5/30/2008
10.41#	Amendment 5 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 19, 2010		10-Q	12/6/2010

 Intuit Fiscal 2022 Form 10-K 100

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Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference Form/File No.	Date
10.42	Amended and Restated Amendment Seven to the Master Service Agreement by and between Intuit and Arvato Digital Services effective September 1, 2013		10-Q	11/22/2013
10.43	Amendment 8 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 1, 2014		10-K	9/12/2014
10.44	Lease Agreement dated as of July 31, 2003 between Intuit and Charleston Properties for 2475, 2500, 2525, 2535 and 2550 Garcia Avenue, Mountain View, CA		10-K	9/19/2003
10.45	Lease Agreement dated as of July 31, 2003 between Intuit and Charleston Properties for 2650, 2675, 2700 and 2750 Coast Avenue and 2600 Casey Avenue, Mountain View, California		10-K	9/19/2003
10.46	Second Amendment to Lease Agreement Phase 1, effective January 1, 2011, between Intuit Inc. and Charleston Properties		10-Q	3/1/2011
10.47	Third Amendment to Lease Agreement Phase 2, effective January 1, 2011, between Intuit Inc. and Charleston Properties		10-Q	3/1/2011
21.01	List of Intuit’s Subsidiaries	X
23.01	Consent of Independent Registered Public Accounting Firm	X
24.01	Power of Attorney (see signature page)	X
31.01	Certification of Chief Executive Officer	X
31.02	Certification of Chief Financial Officer	X
32.01*	Section 1350 Certification (Chief Executive Officer)	X
32.02*	Section 1350 Certification (Chief Financial Officer)	X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	X

______________________

 Intuit Fiscal 2022 Form 10-K 101

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+	Indicates a management contract or compensatory plan or arrangement.
#	We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission (SEC). We omitted such portions from this filing and filed them separately with the SEC.
*	This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Intuit specifically incorporates it by reference.

ITEM 16 - FORM 10-K SUMMARY

None.

 Intuit Fiscal 2022 Form 10-K 102

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

			INTUIT INC.
Dated:	September 2, 2022	By:	/s/ MICHELLE M. CLATTERBUCK
			Michelle M. Clatterbuck
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 Intuit Fiscal 2022 Form 10-K 103

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POWER OF ATTORNEY

By signing this Annual Report on Form 10-K below, I hereby appoint each of Sasan K. Goodarzi and Michelle M. Clatterbuck as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
Principal Executive Officer:
/s/ SASAN K. GOODARZI	President, Chief Executive Officer and Director	September 2, 2022
Sasan K. Goodarzi
Principal Financial Officer:
/s/ MICHELLE M. CLATTERBUCK	Executive Vice President and Chief Financial Officer	September 2, 2022
Michelle M. Clatterbuck
Principal Accounting Officer:
/s/ LAUREN D. HOTZ	Senior Vice President and Chief Accounting Officer	September 2, 2022
Lauren D. Hotz
Additional Directors:
/s/ EVE BURTON	Director	September 2, 2022
Eve Burton
/s/ SCOTT D. COOK	Director	September 2, 2022
Scott D. Cook
/s/ RICHARD DALZELL	Director	September 2, 2022
Richard Dalzell
/s/ TEKEDRA MAWAKANA	Director	September 2, 2022
Tekedra Mawakana
/s/ DEBORAH LIU	Director	September 2, 2022
Deborah Liu
/s/ SUZANNE NORA JOHNSON	Chair of the Board of Directors	September 2, 2022
Suzanne Nora Johnson
/s/ DENNIS D. POWELL	Director	September 2, 2022
Dennis D. Powell
/s/ BRAD D. SMITH	Director	September 2, 2022
Brad D. Smith
/s/ THOMAS SZKUTAK	Director	September 2, 2022
Thomas Szkutak
/s/ RAUL VAZQUEZ	Director	September 2, 2022
Raul Vazquez
/s/ JEFF WEINER	Director	September 2, 2022
Jeff Weiner

 Intuit Fiscal 2022 Form 10-K 104

EX-10.04

Adopted 07/2022

Award No. ***

INTUIT INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT
Restricted Stock Unit
(Performance-Based Vesting with Relative Total Shareholder Return Goals: CEO)

Intuit Inc., a Delaware corporation (“Intuit” or the “Company”), hereby grants you a restricted stock unit award (“Award”) pursuant to the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Plan”), of the Company’s common stock, $0.01 par value per share (“Common Stock” or “Shares”). The maximum number of Shares that are subject to the Award and may become eligible to vest (“Maximum Shares”) is set forth below. All capitalized terms in this Grant Agreement (“Agreement”) that are not defined in this Agreement have the meanings given to them in the Plan. This Agreement shall include any appendices, addenda or consents attached hereto or otherwise associated herewith. This Award is subject to all of the terms and conditions of the Plan, which is incorporated into this Agreement by reference. This Agreement is not meant to interpret, extend, or change the Plan in any way, or to represent the full terms of the Plan. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan, the provisions of the Plan shall apply.

Name of Participant: ***        

Maximum Shares: 200% of the Target Shares

Target Shares: *** total (one-third of this number for each of the three overlapping Performance Periods)

Date of Grant:    ***    

Vesting Date:    September 1, 2025

***This information is as shown in the Restricted Stock Units section of the third-party administrator’s online portal.

Vesting Based on Achievement of Total Shareholder Return Goals. Subject to the service conditions included in this Agreement, vesting of this Award is based on Intuit’s percentile rank of total shareholder return (“TSR”) among a group of comparator companies (the “Comparison Group”), as set forth on Exhibit A (the “TSR Goals”). Actual performance against the TSR Goals is measured as follows: up to one-third of the Maximum Shares will be eligible to vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2023 (the “12 Month Performance Period”), up to one-third of the Maximum Shares will be eligible to vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2024 (the “24 Month Performance Period”), and up to one-third of the Maximum Shares will be eligible to be vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2025 (the “36 Month Performance Period” and, together with the 12 Month Performance Period and the 24 Month Performance Period, the “Performance Periods” and each a “Performance Period”). The actual performance against the TSR Goals for each Performance Period must be certified by the Compensation and Organizational Development Committee of Intuit’s Board of Directors (“Committee”) in order for any portion of this Award to be eligible to vest; provided, however, that if Intuit’s TSR is negative during a Performance Period, then, subject to Note 2 in Exhibit A, the maximum Shares that the Committee can certify as eligible to vest for that Performance Period will be the Target Shares for that Performance Period. The Committee will certify the results of the TSR Goals as soon as reasonably possible (the date of such certification for the respective Performance Period, the “Certification Date”) after each Performance Period. Any portion of this Award that is eligible to vest based on the Committee’s certification will be subject to continued service through the Vesting Date in order to become fully vested. For the avoidance of doubt, you must remain in continuous service with Intuit through and including the Vesting Date in order to become vested in any portion of the Award that becomes eligible to vest based on the Committee’s certification. Any portion of this Award that is not eligible to vest based on the Committee’s certification for the applicable Performance Period will terminate on the Certification Date of the respective Performance Period. Notwithstanding the foregoing, Sections 1(b) through 1(e) provide certain circumstances in which you may vest in this Award before the Vesting Date and/or without certification of the TSR Goals by the Committee. If any of Sections 1(b) through 1(e) apply, then any portion of this Award that does not vest pursuant to those sections will terminate.

Comparison Group. The Comparison Group will be the companies shown on Exhibit B (each, together with Intuit, a “Member Company”); provided, however, that a company will be removed from the Comparison Group if, during a Performance Period, it ceases to have a class of equity securities that is both registered under the Securities Exchange Act of 1934 and actively traded on a U.S. public securities market (unless such cessation of such listing is due to any of the circumstances in (i) through (iv) of the following paragraph).

Definition of TSR. “TSR” as applied to any Member Company means stock price appreciation from the beginning to the end of the applicable Performance Period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the Member Company) during such Performance Period, expressed as a percentage return. Except as modified in Section 1(e), for purposes of computing TSR, the stock price at the beginning of a Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days beginning on August 1, 2022, and the stock price at the end of the Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days ending (i) July 31, 2023 for the 12 Month Performance Period, (ii) July 31, 2024 for the 24 Month Performance Period, and (iii) July 31, 2025 for the 36 Month Performance Period, adjusted for stock splits or similar changes in capital structure; provided, however, that TSR for a Member Company will be negative one hundred percent (-100%) if the Member Company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations. For avoidance of doubt, the acquisition of a Member Company by another person or group of related persons by itself does not result in the Member Company being treated as ceasing to conduct substantial business operations.

1.In the event of your Termination or a Corporate Transaction prior to the Vesting Date, the following provisions will govern the vesting of this Award:

(a)Termination Generally: In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award will terminate immediately without having vested as to any of the Shares and you will have no right or claim to anything under this Award.

(b)Termination due to Retirement: In the event of your Termination prior to the Vesting Date due to your Retirement, you will vest immediately on the date of your Retirement in a pro-rata portion of the Award, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply this quotient (the “pro rata percentage”) by the sum of (i) the number of Shares that were to vest on the Vesting Date, subject to your continued employment, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period, and rounding down to the nearest whole Share. The Vesting Date under this Agreement will be your Termination Date. Subject to Section 6(j), Shares that become vested in accordance with this Section 1(b) will be distributed to you as soon as reasonably practicable following the date of your Retirement. For purposes of this Award, “Retirement” means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten (10) full years of service with the Company (including any parent or Subsidiary).

(c)Termination due to Death or Disability: In the event of your Termination prior to the Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest immediately as to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period. The Vesting Date under this Agreement will be your Termination Date. Shares that become vested in accordance with this Section 1(c) will be distributed to you as soon as reasonably practicable following the date of your Termination due to your death or Disability. For purposes of this Award, “Disability” is defined in Section 30 of the Plan.

(d)Involuntary Termination: In the event of your Involuntary Termination before the Vesting Date, a pro rata portion of this Award will vest immediately on your Termination Date by applying the pro rata percentage to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period, and rounding down to the nearest whole Share. Subject to Section 6(j), Shares that become vested in accordance with this Section 1(d) will be distributed to you as soon as reasonably possible after the effective date of a waiver and general release of claims executed by you in favor of the Company and certain related persons determined by the Company in the form presented by the Company (“Release”). If you do not execute the Release within forty-five (45) days following your Termination Date or such longer period of time as may be required under applicable law, then you will not be entitled to the receipt of any Shares under this Section 1(d). If the time period to execute and/or revoke the Release spans two calendar years, then, notwithstanding anything contained herein to the contrary, Shares to be distributed to you pursuant to this Section 1(d) will not be distributed

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to you until the second calendar year. Involuntary Termination means, for purposes of this Agreement, either (A) your Termination by the Company without Cause, or (B) your resignation for Good Reason. “Cause” means, for purposes of this Agreement, (i) gross negligence or willful misconduct in the performance of your duties to the Company (other than as a result of a Disability) that has resulted or is likely to result in material damage to the Company, after a written demand for substantial performance is delivered to you by the Board of Directors which specifically identifies the manner in which you have not substantially performed your duties and you have been provided with a reasonable opportunity of not less than 30 days to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to the Company; or (iii) conviction of a felony or a crime involving moral turpitude. No act or failure to act by you will be considered “willful” if done or omitted by you in good faith with reasonable belief that your action or omission was in the best interests of the Company. “Good Reason” means, for the purposes of this Agreement, your resignation within sixty (60) days after the occurrence any of the following events without your consent: (i) a material reduction in your duties that is inconsistent with your position at the time of the Date of Grant, (ii) any material reduction in your base annual salary or target annual bonus (other than in connection with a general decrease in the base salaries or target bonuses for all officers of Intuit), or (iii) a requirement by Intuit that you relocate your principal office to a facility more than 50 miles from your principal office on the Date of Grant; provided however, that with regard to (i) through (iii) you must provide Intuit with written notice of the event allegedly constituting “Good Reason,” and Intuit will have 15 days from the date it receives such written notice to cure such event. If you do not execute the Release before the time that Shares are distributed to other Participants, then Shares will be distributed to you at the time the Release has become effective, provided that the Release becomes effective during the time period provided in this Section 1(d).

(e)Corporate Transaction: In the event of a Corporate Transaction before the Vesting Date, the level of achievement of the TSR Goals will be based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period and will be determined as of the effective date of the Corporate Transaction based on the Comparison Group as constituted on such date (the “CIC Achievement Level”) for any incomplete Performance Period. In addition, for any incomplete Performance Period, Intuit’s ending stock price will be the sale price of the Shares in the Corporate Transaction and the ending stock price of the other Member Companies will be the average price of a share of common stock of a Member Company over the 30 trading days ending on the effective date of the Corporate Transaction, in each case adjusted for changes in capital structure. This Award will vest immediately prior to the consummation of such Corporate Transaction based on the CIC Achievement Level. Shares that become vested in accordance with this Section 1(e) will be distributed as soon as reasonably possible after such determinations are complete. For avoidance of doubt, with respect to any incomplete Performance Period, this provision is intended to result in you vesting in the number of Shares corresponding to the CIC Achievement Level, without Committee certification, provided that you are employed immediately prior to the consummation of a Corporate Transaction. For purposes of this Award, “Corporate Transaction” is defined in Section 30 of the Plan; provided that such Corporate Transaction constitutes a “change in the ownership or effective control” of the Company or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulations 1.409A-3(a)(5) and 1.409A-3(i) (“409A Change in Control”).

(f)For purposes of this Agreement, your Termination will be deemed to occur on the Termination Date, as defined in the Plan.

2.Automatic Deferral; Issuance of Shares under this Award: Subject to Section 4 of the Agreement, payment of the Award through the issuance of Shares that become vested as of the Vesting Date shall be automatically deferred until the earliest of: (a) the date that is one year following the Vesting Date; (b) Termination described in Section 1(c) above; or (c) the occurrence of a 409A Change in Control (the earliest such date, the “Settlement Date”). For avoidance of doubt, the occurrence of a Corporate Transaction following the Vesting Date that is not a 409A Change in Control will not trigger the issuance of Shares prior to the date that is one year following the Vesting Date. Subject to Section 6(j), in the event of a Termination pursuant to Sections 1(b) through 1(d) prior to the Vesting Date, Shares will be distributed as soon as reasonably possible after the Termination Date or, if later, the date that the Release becomes effective in accordance with Section 1(d) (but, to the extent that Section 409A of the Code is applicable to you, in no case later than March 15th of the calendar year after the calendar year in which the Termination Date or the effective date of the Release occurs). In addition, upon the occurrence of an event described in Sections 1(b) through 1(d) after the Vesting Date, any Shares that previously became vested on the Vesting Date but have not yet been issued to you shall be issued by the Company as soon as reasonably possible after the occurrence of the event described in Sections 1(b) through 1(d), but in any event in compliance with Section 409A of the Code, including the provisions of Section 6(j) below. Until the date the Shares are issued to you, you will have no rights as a stockholder of the Company. You acknowledge and agree that you may be required to provide a written or electronic acknowledgment prior to the issuance of any Shares to you by the Company under this Agreement. All issuances of Shares will be subject to the requirements of Section 409A of the Code. Notwithstanding the foregoing, upon your

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Termination by the Company for Cause, any portion of the Award that has not been previously settled will terminate, be forfeited, and you will have no further right or claim to anything under this Award.

3.Rights as a Stockholder; Dividend Equivalent Rights: You shall have no voting or other rights as a stockholder with respect to the Shares underlying the Award until such Shares have been issued to you. Notwithstanding the preceding sentence, you shall be entitled to receive payment of the equivalent of any and all dividends declared by the Company on its Common Stock on each date on which dividends are paid on and after the Date of Grant of the Award in an amount equal to the amount of such dividends multiplied by the number of Shares underlying the then outstanding portion of the Award. These dividend equivalents shall be paid upon the later of (a) the date dividends are paid to the common stockholders of the Company, or (b) the date the Restricted Stock Units with respect to which such dividend equivalents are payable become vested and the underlying Shares are issued (it being understood that no dividend equivalents will be paid with respect to Shares underlying any Restricted Stock Units that do not vest, but that dividend equivalent rights equal to the dividends declared on the Company’s Common Stock from and after the Date of Grant of the unvested Restricted Stock Units shall be paid as and when such Restricted Stock Units vest and the underlying Shares are issued).

4.Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon a Settlement Date based on the Fair Market Value on such date; provided that this Award may become taxable for purposes of employment taxes upon vesting, if earlier than a Settlement Date. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other withholding obligations that arise under this Award and, if applicable, any sale of Shares. The Company shall not be required to issue Shares pursuant to this Award or to recognize any purported transfer of Shares until such obligations are satisfied. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, since you are a Section 16 Officer of the Company, unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30 of the Plan.

You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the Shares underlying the Award that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability or to ensure that the tax withholding is sufficient to entirely satisfy your tax liability arising from this Award.

5.Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Any such decision by the Committee shall be final and binding.

6.Other Matters:

(a)The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.

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(b)As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.

(c)Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.

(d)This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(e)Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.

(f)Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.

(g)Communications regarding the Plan and this Award may be made by electronic delivery through email and/or an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents and contracting electronically with the Company (and/or other parties) in relation to the Plan.

(h)You hereby understand and acknowledge that your personal data may be collected, used and transferred, in electronic or other form, by and among, as applicable, your employer, the Company and its Subsidiaries for the purposes of implementing, administering and managing the Plan. This may include personal data regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Statement, which can be found on the Company’s Intranet or by contacting your local human resources representative.

(i)Data Transfer for Administration of Plan.

i.You understand that certain Data may be transferred to the stock administrator, whose name and contact information can be found on the Company’s Intranet (the “Stock Administrator”) and other third parties as necessary to enable or assist with the implementation, administration and management of the Plan. You understand that such recipients may act as independent Data Controllers of your Data under applicable privacy laws and in such cases the third party will be responsible for the processing of the Data once it is in their possession or control. You acknowledge that such third parties may process your Data in the United States or in other countries with different, and in some cases less protective, data protection laws than in your country. You acknowledge and understand that, where any such third party is operating as a Data Controller, that third party may collect additional Data from you in order to implement, administer and manage the Plan, and that third party’s privacy policy will govern its collection, use and sharing of your Data.

ii.You acknowledge and understand that where any such third party is acting as an independent Data Controller, you will need to exercise your data rights under local law, as applicable, with the third-party Data Controller directly.

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(j)This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after your date of Separation from Service, will be paid in a lump sum on the earlier of: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. For purposes of this Agreement, a “Separation from Service” means an anticipated permanent reduction in the level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to you in accordance with this Agreement shall be treated as a right to a series of separate payments.

7.Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).

Additional information about the Plan and this Award (including certain tax consequences related to the Award) is contained in the accompanying Prospectus and, if applicable to you, the Global Supplement.

If you are employed by the Company outside of the United States, you will be deemed to have accepted this Award unless you decline it within three months of the Date of Grant.

The Company has signed this Agreement effective as of the Date of Grant.

INTUIT INC.

By: /s/ MICHELLE CLATTERBUCK        

    Michelle Clatterbuck, Executive

Vice President and Chief Financial Officer

Award No. ***

INTUIT INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT
Restricted Stock Unit
(Executive Performance-Based Vesting: Relative Total Shareholder Return Goals)

Intuit Inc., a Delaware corporation (“Intuit” or the “Company”), hereby grants you a restricted stock unit award (“Award”) pursuant to the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Plan”), of the Company’s common stock, $0.01 par value per share (“Common Stock” or “Shares”). The maximum number of Shares that are subject to the Award and may become eligible to vest (“Maximum Shares”) is set forth below. All capitalized terms in this Grant Agreement (“Agreement”) that are not defined in this Agreement have the meanings given to them in the Plan. This Agreement shall include any appendices, addenda or consents attached hereto or otherwise associated herewith. This Award is subject to all of the terms and conditions of the Plan, which is incorporated into this Agreement by reference. This Agreement is not meant to interpret, extend, or change the Plan in any way, or to represent the full terms of the Plan. If there

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is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan, the provisions of the Plan shall apply.

Name of Participant: ***    

Maximum Shares: 200% of the Target Shares

Target Shares: *** total (one-third of this number for each of the three overlapping Performance Periods)

Date of Grant: ***        

Vesting Date: September 1, 2025

***This information is as shown in the Restricted Stock Units section of the third-party administrator’s online portal.

Vesting Based on Achievement of Total Shareholder Return Goals. Subject to the service conditions included in this Agreement, vesting of this Award is based on Intuit’s percentile rank of total shareholder return (“TSR”) among a group of comparator companies (the “Comparison Group”), as set forth on Exhibit A (the “TSR Goals”). Actual performance against the TSR Goals is measured as follows: up to one-third of the Maximum Shares will be eligible to vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2023 (the “12 Month Performance Period”), up to one-third of the Maximum Shares will be eligible to vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2024 (the “24 Month Performance Period”), and up to one-third of the Maximum Shares will be eligible to be vest based on the actual performance against the TSR Goals as measured over the period beginning on August 1, 2022 and ending on July 31, 2025 (the “36 Month Performance Period” and together with the 12 Month Performance Period and the 24 Month Performance Period, the “Performance Periods” and each a “Performance Period”). The actual performance against the TSR Goals for each Performance Period must be certified by the Compensation and Organizational Development Committee of Intuit’s Board of Directors (“Committee”) in order for any portion of this Award to be eligible to vest; provided, however, that if Intuit’s TSR is negative during a Performance Period, then, subject to Note 2 in Exhibit A, the maximum Shares that the Committee can certify as eligible to vest for that Performance Period will be the Target Shares for that Performance Period. The Committee will certify the results of the TSR Goals as soon as reasonably possible (the date of such certification for the respective Performance Period, the “Certification Date”) after each Performance Period. Any portion of this Award that is eligible to vest based on the Committee’s certification will be subject to continued service through the Vesting Date in order to become fully vested. For the avoidance of doubt, you must remain in continuous service with Intuit through and including the Vesting Date in order to become vested in any portion of the Award that becomes eligible to vest based on the Committee’s certification. Any portion of this Award that is not eligible to vest based on the Committee’s certification for the applicable Performance Period will terminate on the Certification Date of the respective Performance Period.

Notwithstanding the foregoing, Sections 1(b) through 1(e) provide certain circumstances in which you may vest in this Award before the Vesting Date and/or without certification of the TSR Goals by the Committee. If any of Sections 1(b) through 1(e) apply, then any portion of this Award that does not vest pursuant to those sections will terminate.

Comparison Group. The Comparison Group will be the companies shown on Exhibit B (each, together with Intuit, a “Member Company”); provided, however, that a company will be removed from the Comparison Group if, during a Performance Period, it ceases to have a class of equity securities that is both registered under the Securities Exchange Act of 1934 and actively traded on a U.S. public securities market (unless such cessation of such listing is due to any of the circumstances in (i) through (iv) of the following paragraph).

Definition of TSR. “TSR” as applied to any Member Company means stock price appreciation from the beginning to the end of the applicable Performance Period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the Member Company) during such Performance Period, expressed as a percentage return. Except as modified in Section 1(e), for purposes of computing TSR, the stock price at the beginning of a Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days beginning on August 1, 2022, and the stock price at the end of the Performance Period will be the average price of a share of common stock of a Member Company over the 30 trading days ending (i) July 31, 2023, for the 12 Month Performance Period, (ii) July 31, 2024, for the 24 Month Performance Period, and (iii) July 31, 2025 for the 36 Month Performance Period, adjusted for stock splits or similar changes in capital structure; provided, however, that TSR for a Member Company will be negative one hundred percent (-100%) if the Member Company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not

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dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations. For avoidance of doubt, the acquisition of a Member Company by another person or group of related persons by itself does not result in the Member Company being treated as ceasing to conduct substantial business operations.

1.In the event of your Termination or a Corporate Transaction prior to the Vesting Date, the following provisions will govern the vesting of this Award:

(a)Termination Generally: In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award immediately will terminate without having vested as to any of the Shares and you will have no right or claim to anything under this Award.

(b)Termination due to Retirement: In the event of your Termination prior to the Vesting Date due to your Retirement, you will vest immediately on the date of your Retirement in a pro-rata portion of the Award, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply this quotient (the “pro rata percentage”) to the sum of (i) the number of Shares that were to vest on the Vesting Date, subject to your continued employment, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period, and rounding down to the nearest whole Share. The Vesting Date under this Agreement will be your Termination Date. Subject to Section 6(j), Shares that become vested in accordance with this Section 1(b) will be distributed to you as soon as reasonably practicable following the date of your Retirement. For purposes of this Award, “Retirement” means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten (10) full years of service with the Company (including any parent or Subsidiary).

(c)Termination due to Death or Disability: In the event of your Termination prior to the Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest immediately as to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period. The Vesting Date under this Agreement will be your Termination Date. Shares that become vested in accordance with this Section 1(c) will be distributed to you as soon as reasonably practicable following the date of your Termination due to your death or Disability. For purposes of this Award, “Disability” is defined in Section 30 of the Plan.

(d)Involuntary Termination. In the event of your Involuntary Termination before the Vesting Date, a pro rata portion of this Award will vest immediately on your Termination Date by applying the pro rata percentage to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period, and rounding down to the nearest whole Share. Subject to Section 6(j), Shares that become vested in accordance with this Section 1(d) will be distributed to you as soon as reasonably possible after the effective date of a waiver and general release of claims executed by you in favor of the Company and certain related persons determined by the Company in the form presented by the Company (“Release”). If you do not execute the Release within forty-five (45) days following your Termination Date, or such longer period of time as may be required under applicable law, then you will not be entitled to the receipt of any Shares under this Section 1(d). If the time period to execute and/or revoke the Release spans two calendar years, then, notwithstanding anything contained herein to the contrary, Shares to be distributed to you pursuant to this Section 1(d) will not be distributed to you until the second calendar year. Involuntary Termination means, for purposes of this Agreement, either (A) your Termination by the Company without Cause, or (B) your resignation for Good Reason. “Cause” means, for purposes of this Agreement, (i) gross negligence or willful misconduct in the performance of your duties to the Company (other than as a result of a Disability) that has resulted or is likely to result in material damage to the Company, after a written demand for substantial performance is delivered to you by the Company which specifically identifies the manner in which you have not substantially performed your duties and you have been provided with a reasonable opportunity of not less than 30 days to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to the Company; or (iii) conviction of a felony or a crime involving moral turpitude. No act or failure to act by you will be considered “willful” if done or omitted by you in good faith with reasonable belief that your action or omission was in the best interests of the Company. “Good Reason” means, for the purposes of this Agreement, your resignation within sixty (60) days after the occurrence any of the following events without your consent: (i) a material reduction in your duties that is inconsistent with your position at the time of the Date of Grant, (ii) any material reduction in your base annual salary or target annual bonus

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(other than in connection with a general decrease in the base salaries or target bonuses for all officers of Intuit), or (iii) a requirement by Intuit that you relocate your principal office to a facility more than 50 miles from your principal office on the Date of Grant; provided however, that with regard to (i) through (iii) you must provide Intuit with written notice of the event allegedly constituting “Good Reason,” and Intuit will have 15 days from the date it receives such written notice to cure such event. If you do not execute the Release before the time that Shares are distributed to other Participants, then Shares will be distributed to you at the time the Release has become effective, provided that the Release becomes effective during the time period provided in this Section 1(d).

(e)Corporate Transaction: In the event of a Corporate Transaction before the Vesting Date, the level of achievement of the TSR Goals will be based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period and will be determined as of the effective date of the Corporate Transaction based on the Comparison Group as constituted on such date (the “CIC Achievement Level”) for any incomplete Performance Period. In addition, for any incomplete Performance Period, Intuit’s ending stock price will be the sale price of the Shares in the Corporate Transaction and the ending stock price of the other Member Companies will be the average price of a share of common stock of a Member Company over the 30 trading days ending on the effective date of the Corporate Transaction, in each case adjusted for changes in capital structure. This Award will vest immediately prior to the consummation of such Corporate Transaction based on the CIC Achievement Level. Shares that become vested in accordance with this Section 1(e) will be distributed as soon as reasonably possible after such determinations are complete. For avoidance of doubt, with respect to any incomplete Performance Period, this provision is intended to result in you vesting in the number of Shares corresponding to the CIC Achievement Level, without Committee certification, provided that you are employed immediately prior to the consummation of a Corporate Transaction. For purposes of this Award, “Corporate Transaction” is defined in Section 30 of the Plan; provided that such Corporate Transaction constitutes a “change in the ownership or effective control” of the Company or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulations 1.409A-3(a)(5) and 1.409A-3(i).

(f)For purposes of this Agreement, your Termination will be deemed to occur on the Termination Date, as defined in the Plan.

2.Issuance of Shares under this Award: Subject to Section 4 of the Agreement, and except as described in the next sentence, the Company will issue you the Shares subject to this Award as soon as reasonably possible after the Vesting Date (but, to the extent that Section 409A of the U.S. Internal Revenue Code is applicable to you, in no case later than March 15th of the calendar year after the calendar year in which the Vesting Date occurs). Subject to Section 6(j), in the event of a Termination pursuant to Sections 1(b) through 1(d) prior to the Vesting Date, Shares will be distributed as soon as reasonably possible after the Termination Date or, if later, the date that the Release becomes effective in accordance with Section 1(d) (but in no event later than March 15th after the calendar year in which the Termination Date or the effective date of the Release occurs). Until the date the Shares are issued to you, you will have no rights as a stockholder of the Company. You acknowledge and agree that you may be required to provide a written or electronic acknowledgment prior to the issuance of any Shares to you by the Company under this Agreement.

3.Rights as a Stockholder; Dividend Equivalent Rights: You shall have no voting or other rights as a stockholder with respect to the Shares underlying the Award until such Shares have been issued to you. Notwithstanding the preceding sentence, you shall be entitled to receive payment of the equivalent of any and all dividends declared by the Company on its Common Stock on each date on which dividends are paid on and after the Date of Grant of the Award in an amount equal to the amount of such dividends multiplied by the number of Shares underlying the then outstanding portion of the Award. These dividend equivalents shall be paid upon the later of (a) the date dividends are paid to the common stockholders of the Company, or (b) the date the Restricted Stock Units with respect to which such dividend equivalents are payable become vested and the underlying Shares are issued (it being understood that no dividend equivalents will be paid with respect to Shares underlying any Restricted Stock Units that do not vest, but that dividend equivalent rights equal to the dividends declared on the Company’s Common Stock from and after the Date of Grant of the unvested Restricted Stock Units shall be paid as and when such Restricted Stock Units vest and the underlying Shares are issued).

4.Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon vesting based on the Fair Market Value on the Vesting Date. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other withholding obligations that arise under this Award and, if applicable, any sale of Shares. The Company shall not be required to issue Shares pursuant to this Award or to recognize any

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purported transfer of Shares until such obligations are satisfied. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30 of the Plan.

You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the Shares underlying the Award that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability or to ensure that the tax withholding is sufficient to entirely satisfy your tax liability arising from this Award.

5.Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Any such decision by the Committee shall be final and binding.

6.Other Matters:

(a)The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.

(b)As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.

(c)Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.

(d)This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(e)Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.

(f)Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action,

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suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.

(g)Communications regarding the Plan and this Award may be made by electronic delivery through email and/or an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents and contracting electronically with the Company (and/or other parties) in relation to the Plan.

(h)You hereby understand and acknowledge that your personal data may be collected, used and transferred, in electronic or other form, by and among, as applicable, your employer, the Company and its Subsidiaries for the purposes of implementing, administering and managing the Plan. This may include personal data regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Statement, which can be found on the Company’s Intranet or by contacting your local human resources representative.

(i)Data Transfer for Administration of Plan.

i.You understand that certain Data may be transferred to the stock administrator, whose name and contact information can be found on the Company’s Intranet (the “Stock Administrator”) and other third parties as necessary to enable or assist with the implementation, administration and management of the Plan. You understand that such recipients may act as independent Data Controllers of your Data under applicable privacy laws and in such cases the third party will be responsible for the processing of the Data once it is in their possession or control. You acknowledge that such third parties may process your Data in the United States or in other countries with different, and in some cases less protective, data protection laws than in your country. You acknowledge and understand that, where any such third party is operating as a Data Controller, that third party may collect additional Data from you in order to implement, administer and manage the Plan, and that third party’s privacy policy will govern its collection, use and sharing of your Data.

ii.You acknowledge and understand that where any such third party is acting as an independent Data Controller, you will need to exercise your data rights under local law, as applicable, with the third-party Data Controller directly.

(j)This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after your date of Separation from Service, will be paid in a lump sum on the earlier of: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. For purposes of this Agreement, a “Separation from Service” means an anticipated permanent reduction in the level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to you in accordance with this Agreement shall be treated as a right to a series of separate payments.

7.Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated

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in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).

Additional information about the Plan and this Award (including certain tax consequences related to the Award) is contained in the accompanying Prospectus and, if applicable to you, the Global Supplement.

If you are employed by the Company outside of the United States, you will be deemed to have accepted this Award unless you decline it within three months of the Date of Grant.

The Company has signed this Agreement effective as of the Date of Grant.

INTUIT INC.

By: /S/ SASAN K. GOODARZI    

    Sasan K. Goodarzi, President

and Chief Executive Officer

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EX-10.36

EXHIBIT 10.36

ASSURANCE OF VOLUNTARY COMPLIANCE

This Assurance of Voluntary Compliance1 (the “Assurance”) is entered into by the Attorneys General of the States and Commonwealths of Alaska, Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Iowa, Idaho, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, Mississippi, Montana, North Carolina, North Dakota, Nebraska, New Hampshire, New Jersey, New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Vermont, Washington, Wisconsin,

1 This Assurance of Voluntary Compliance shall, for all necessary purposes, also be considered an Assurance of Discontinuance. The Attorneys General have authority to execute this Assurance. See generally N.Y. Exec. Law § 63(15); Tenn. Code Ann. § 47-18-107; Florida Statutes Section 501.207(6); Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/6.1; N.J.S.A. 56:8-1 to -227; P.A. Unfair Trade Practices and Consumer Protection Law 73 P.S. § 201-5; Tex. Bus. & Com. Code § 17.58; RCW 19.86.100; Alaska Stat. § 45.50.511; Ala. Code § 8-19-4; Arkansas Code Annotated § 4-88-114; Ariz. Rev. Stat. § 44-1530; C.R.S. § 6-1-110(2); Conn. Gen. Stat. § 42-110j; D.C. Code 28-3909(c)(6); 29 Del. C. § 2525(a) (authorizing cease and desist orders by agreement); O.C.G.A. § 10-1-402; Haw. Rev. Stat. Sect. 487-12; Iowa Code § 714.16 ; Iowa Admin. Code R. 61-38.1; Idaho Code § 48-610; Ind. Code § 24-5-0.5-7; Kentucky Revised Statutes 367.230; Unfair Trade Practices and Consumer Protection Law, La. R.S. § La. R.S. 51:1410; M.G.L. c. 93A, sec. 5.; Md. Code Ann., Com. Law § 13-402; 5 M.R.S.A. § 210; Mich. Comp. Laws § 445.906; Minn. Stat. § 8.31, subd. 2b; §407.030 RSMo; Mississippi Consumer Protection Act, MS Code Ann. §75-24-27(1)(g) ; Mont. Code Ann. § 30-14-112; N.D.C.C. 51-15-06.1; Neb. Rev. Stat. § 59-1610 and Neb. Rev. Stat. § 87-202.05(2); N.H. Rev. Stat. Ann. § 358-A:1-7; New Mexico Unfair Practices Act NMSA 1978, §57-12-9 (1971); Nev. Rev. Stat. 598.0995; Ohio Revised Code 1345.06(F); 15 O.S. § 756.1; ORS 646.632; R.I. Gen. Laws § 6–13.1–6 ; South Carolina Code § 39-5-60; SDCL 37-24-19; Utah Code § 13-2-1, et seq.; Va. Code Ann. § 59.1-202; 9 V.S.A. § 2459; Wis. Stat. § 100.18(11)(e); W. Va. Code § 46A-7-107; and Wyo. Stat. Ann. § 40-12-107.

This Assurance of Voluntary Compliance is a Settlement Agreement for the purposes of the North Carolina Unfair and Deceptive Practices Act, N.C. Gen. Stat. § 75-1.1 et seq.

The State of California is simultaneously entering into a settlement in a form consistent with the requirements of California law. That settlement incorporates the substantive terms of this Assurance and any differences between California’s settlement and this Assurance arise from the differences as to form.

The State of Connecticut is represented by the Connecticut Attorney General, acting at the request of the Commissioner of Consumer Protection. Conn. Gen. Stat. §§ 42-110j and 42-110m.

Hawaii is represented on this matter by its Office of Consumer Protection, an agency which is not part of the state Attorney General’s Office, but which is statutorily authorized to undertake consumer protection functions, including legal representation of the State of Hawaii. For simplicity purposes, the entire group will be referred to as the “Attorneys General” or individually as “Attorney General” and the designations, as they pertain to Hawaii, refer to the Executive Director of the State of Hawaii’s Office of Consumer Protection.

Maryland is represented by the Consumer Protection Division of the Office of the Attorney General of Maryland. For simplicity purposes, the entire group will be referred to as the “Attorneys General” or individually as “Attorney General” and the designations, as they pertain to Maryland, refer to the Consumer Protection Division of the Office of the Attorney General of Maryland. The Consumer Protection Division has authority to enter into this Assurance pursuant to Md. Code. Ann., Com. Law § 13-402.

Herein, no state-specific language or provision included in a footnote or appendix, or any state-specific portion thereof, shall affect the interpretation, construction, or enforcement of the Assurance with respect to any signatory State not referenced in such footnote or appendix, or any state-specific portion thereof.

Intuit understands each State may conform the form of the Assurance in accordance with statute, rule, or practice and may add a cover page, caption, or appendix to the document.

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West Virginia, and Wyoming, the District of Columbia, and the Executive Director of the State of Hawaii Office of Consumer Protection (the “Attorneys General” or the “States”) and Intuit Inc. (“Intuit”; together with the “Attorneys General,” the “Parties”) to resolve an investigation of the Attorneys General into Intuit’s marketing, advertising, promotion, and sale of certain online tax preparation products and whether Intuit’s conduct constituted deceptive or unfair business acts or practices in violation of the States’ consumer protection laws.2 In consideration of their mutual agreements to the terms of this Assurance, and such other consideration as described herein, the sufficiency of which is hereby acknowledged, the Parties hereby enter into this Assurance and agree as follows:

DEFINITIONS

For the purpose of this Assurance, the following definitions apply:

A.    “Advertisement” or “Advertising” means any written or verbal statement, illustration, or depiction that promotes the sale or use of a consumer good or service, or is designed to increase consumer interest in a brand, good, or service. Advertising media includes, but is not limited to promotional materials; print; television; radio; and Internet, Paid Display Advertisements, Paid Search Advertisements, display, social media, and other digital content.

2See generally N.Y. Exec. Law § 63(12); N.Y. Gen. Bus. Law §§ 349-50; Tenn. Code Ann. §§ 47-18-104; Florida Deceptive and Unfair Trade Practices Act, Chapter 501, Part II, Florida Statutes; Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1, et seq.; N.C.G.S. § 75-1.1; N.J.S.A. 56:8-2; P.A. Unfair Trade Practices and Consumer Protection Law, 73 P.S. §§ 201-1 – 201-9.2; Tex. Bus. & Com. Code Ann. §§ 17.41 through 17.63; RCW 19.86.020; Alaska Stat. § 45.50.471; Ala. Code § 8-19-1 et seq.; Arkansas Code Annotated § 4-88-107(a); Ariz. Rev. Stat. §§ 44-1521 to 1534; Cal. Bus. & Prof. Code § 17200 et seq., § 17500 et seq.; C.R.S. § 6-1-101 et seq.; C.R.S. § 6-1-105(1); Conn. Gen. Stat. § 42-110b (a); D.C. Code 28-3904; 6 DEL. C. § 2513; O.C.G.A. § 10-1-390 et seq.; Haw. Rev. Stat. Chpts. 480 and 481A; Iowa Code § 714.16; Idaho Consumer Protection Act, title 48, chapter 6, Idaho Code; Ind. Code § 24-5-0.5-0.1, et seq.; K.S.A. § 50-623 et seq.; Kentucky Revised Statutes 367.170; Unfair Trade Practices and Consumer Protection Law, La. R.S. §§ 51:1401 et seq.; M.G.L. c. 93A, secs 2 & 4.; Md. Code Ann., Com. Law §§ 13-101 through 13-501; 5 M.R.S.A. § 205-A et seq; Mich. Comp. Laws § 445.903; Mich. Comp. Laws § 445.901 et seq.; Minn. Stat. §§ 325D.44; 325F.69, subd. 1; §407.020 RSMo; Mississippi Consumer Protection Act, MS Code Ann. §75-24-1 et seq.; Mont. Code Ann. § 30-14-103; N.D. Cent. Code § 51-15-01 et seq.; Neb. Rev. Stat. §§ 59-1601 to 59-1622 and Neb. Rev. Stat. §§ 87-301 to 87-306.; N.H. Rev. Stat. Ann. § 358-A:1-7; New Mexico Unfair Practices Act NMSA 1978, §57-12-1 et seq. (1967); NRS 598.0903 et al.; Ohio Consumer Sales Practices Act (“CSPA”), Ohio Revised Code 1345.01 et seq., and its Substantive Rules, 109-4-3-01, et seq. ; Oklahoma Consumer Protection Act, 15 O.S. §§ 751 et seq.; Oregon’s Unlawful Trade Practices Act, ORS 646.605 to 646.652; ORS 646.608(1)(b), (c), (e), and (s); R.I. Gen. Laws § 6–13.1–1 et seq.; South Carolina Code § 39-5-10 et seq.; SDCL Chapter 37-24; Utah Code § 13-11-4; Va. Code Ann. §§ 59.1-196 to 59.1-207; 9 V.S.A. § 2453; Fraudulent Representations. Wis. Stat. § 100.18(1); W. Va. Code §§ 46A-1-101, et seq.; Wyo. Stat. Ann. § 40-12-101 through -114 (the “Consumer Protection Acts”).

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B.    “Clearly and Conspicuously” means that a required disclosure is difficult to miss (i.e., easily noticeable) and easily understandable by ordinary consumers, including in all of the following ways:

1)    In any communication that is solely visual or solely audible, the disclosure must be made through the same means through which the communication is presented. In any communication made through both visual and audible means, such as a television Advertisement, the disclosure must be presented in both the visual and audible portions of the communication even if the representation requiring the disclosure is made in only one means (the disclosures in the visual and audible portions of the communication in Space-Constrained Video Advertisements are not required to be identical).

2)    A visual disclosure, by its size, contrast, location, the length of time it appears, and other characteristics, must stand out from any accompanying text or other visual elements so that it is easily noticed, read, and understood.

3)    An audible disclosure, including by telephone or streaming video, must be delivered in a volume, speed, and cadence sufficient for ordinary consumers to easily hear and understand it.

4)    In any communication using an interactive electronic medium, such as the Internet or software, the disclosure must be unavoidable.

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5)    The disclosure must use diction and syntax understandable to ordinary consumers and must appear in each language in which the representation that requires disclosure appears.

6)    The disclosure must comply with these requirements in each medium through which it is received, including all electronic devices and face-to-face communications.

7)    The disclosure must not be contradicted or mitigated by, or inconsistent with, anything else in the communication.

8)    When the representation or sales practice targets a specific audience, such as children, the elderly, or the terminally ill, “ordinary consumers” includes reasonable members of that group.

C.    “Close Proximity” means that the disclosure is very near the triggering representation and that the disclosure is made simultaneously with the triggering representation and remains or is repeated throughout the duration of the Advertisement. For example, a disclosure made through a hyperlink, pop-up, interstitial, or other similar technique is not in Close Proximity to the triggering representation.

D.    “Effective Date” means the date on which all of the Parties have signed this Assurance.

E.    “Intuit IRS Free File Product” means Intuit’s TurboTax Free File Program, TurboTax Freedom Edition, IRS Free File Program delivered by TurboTax or any other Intuit product or service that was or in the future may be provided pursuant to a memorandum of understanding or an agreement between Free File, Inc. (or any successor entity) and the IRS for the provision of free online tax preparation and e-filing services.

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F.    “Oversight Committee” shall mean the following Attorneys General: Florida, Illinois, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Texas, and Washington.

G.    “Paid Display Advertisement” means an online Advertisement in which Intuit pays, or causes another to pay, to have an Advertisement displayed on a website and pays for the Advertisement, regardless of whether consumers click on the Advertisement.

H.    “Paid Search Advertisement” means an online Advertisement in which Intuit pays, or causes another to pay, to have an Advertisement displayed with search engine results for a particular search term and pays for the Advertisement only when consumers click on the Advertisement.

I.    “Covered Consumer” means any individual, or individuals if a joint return was filed, who in Tax Years 2016, 2017, or 2018 was (1) eligible to use an Intuit IRS Free File Product; (2) began his or her tax returns using a TurboTax Free Edition Product; (3) was informed that he or she was ineligible to use a TurboTax Free Edition Product; (4) subsequently paid to use a TurboTax Paid Product, and (5) had not used the Intuit IRS Free File Product in a previous tax year.

J.    “Space-Constrained Advertisement” means any online Advertisement (including but not limited to Paid Display Advertisements and Paid Search Advertisements) or any Video Advertisement that has space, time, format, size, or technological restrictions that limit Intuit from being able to make the disclosures required by this Assurance. Intuit bears the burden of showing that there is a constraint or insufficient space and time to make a required disclosure that is Clear and Conspicuous and in Close Proximity to the triggering term. Space-Constrained Advertisements do not include Advertisements on a TurboTax Website.

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K.    “TurboTax Free Edition Product” means any online software product offered by Intuit that allows consumers, without paying a fee, to prepare and file federal tax returns, state tax returns, or both, including but not limited to “TurboTax Free Edition” and “Federal Free Edition.” “TurboTax Free Edition Product” does not include any Intuit IRS Free File Product, any TurboTax Paid Product, TurboTax Live, or any products sold or offered within the TurboTax Free Edition Product, such as Audit Defense.

L.    “TurboTax Paid Product” means the online tax preparation software products offered by Intuit that allow consumers, for a fee, to prepare and file federal tax returns, state tax returns, or both, for themselves. “TurboTax Paid Product” does not include products sold or offered in addition to a TurboTax Paid Product.

M.    “TurboTax Website” means turbotax.intuit.com, any subdomain of turbotax.intuit.com, and any other website owned, operated, or controlled partially or wholly by Intuit that provides or offers TurboTax Paid Products or TurboTax Free Edition Products.

N.    “Upgrade Screen” means any display within the product flow of the TurboTax Free Edition Product that appears when consumers using that product indicate they have income, credits, deductions, or other tax situations not covered by the TurboTax Free Edition Product, and offers consumers the option of using a TurboTax Paid Product to prepare and file their federal and/or state tax returns.

O.    “Video Advertisement” means any Advertisement made via television or made online using video.

FINDINGS

1.    Intuit is a Delaware corporation with its principal place of business in Mountain View, California.

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2.    Intuit transacts or has transacted business in each State and throughout the United States. At all times relevant to this Assurance, acting alone or in concert with others, Intuit has advertised, marketed, distributed, or sold TurboTax, a tax preparation software that enables users to prepare and file their taxes through the internet, to consumers throughout the United States.

I.     Intuit’s Free TurboTax Products

3.    From at least 2016 to October 2021, Intuit offered two TurboTax online tax filing products that were available for free to consumers who met certain eligibility requirements. Each of these products had different eligibility requirements.

A.     TurboTax’s “Freemium” Product: TurboTax Free Edition

4.    Since at least 2016, Intuit has engaged in what it calls a “freemium” business strategy that monetizes free products.

5.    This “freemium” business strategy involves, in part, growing Intuit’s customer base by offering free products to consumers to whom Intuit sells separate add-on products and inducing customers to upgrade to paid versions of TurboTax.

6.    Since at least 2017, Intuit has called its “freemium” product “TurboTax Free Edition.” In 2016, Intuit called its “freemium” product “Federal Free Edition.”

7.    This TurboTax “freemium” product is only available to consumers with “simple” tax returns, as defined by Intuit; other consumers are required to upgrade to paid products to file through Intuit.

8.    For consumers filing their 2016 and 2017 taxes, Intuit defined a “simple” tax return as a return that could be filed using a 1040A or 1040EZ tax form.

9.    Since 2019, when consumers filed tax returns for Tax Year (“TY”) 2018 income, Intuit has defined a “simple” tax return as a return that could be filed on a Form 1040, with no attached schedules, regardless of the consumer’s income.

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B.     Intuit’s Free File Product

10.    From 2003 to October 2021, Intuit offered a free version of its online tax preparation products through its participation in the United States Internal Revenue Service (“IRS”) Free File Program, a public-private partnership formed in 2002 between a consortium of tax preparation software companies and the IRS pursuant to a Memorandum of Understanding (“MOU”). Under the MOU, participating companies offer free online tax preparation products to low- and middle-income Americans. In exchange, the IRS agreed not to compete with the participating companies in providing free, online tax return preparation and filing services to American consumers.

11.    Historically, consumer participation in the IRS Free File Program has been low.

12.    The IRS has set eligibility thresholds for participation in the Free File Program based on consumers’ adjusted gross income (“AGI”). Consumers with an AGI equal to or less than 70% of the U.S. consumer population are meant to be eligible for the program. The MOU, however, requires that no company offer its Free File product to more than 50%, or less than 10%, of eligible consumers. Each company is free to set its own eligibility requirements to stay within that range.

13.    From 2017 (filings on TY 2016 income) to 2021 (filings on TY 2020 income), Intuit made its Free File product available to all consumers who were eligible for the earned income tax credit.

14.    From 2017 to 2021, Intuit also made its Free File product available to all consumers with an AGI that does not exceed specified AGI thresholds:

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Tax Year	Maximum AGI
2016 (returns filed in 2017)	$33,000
2017 (returns filed in 2018)	$33,000
2018 (returns filed in 2019)	$34,000
2019 (returns filed in 2020)	$36,000
2020 (returns filed in 2021)	$39,000

15.    From 2017 to 2021, Intuit also made its Free File product available to all active duty military service members with an AGI that does not exceed specified AGI thresholds:

Tax Year	Maximum AGI
2016 (returns filed in 2017)	$64,000
2017 (returns filed in 2018)	$66,000
2018 (returns filed in 2019)	$66,000
2019 (returns filed in 2020)	$69,000
2020 (returns filed in 2021)	$72,000

16.    Although consumers primarily accessed Intuit’s Free File product via IRS.gov, they have also accessed it directly via Intuit’s internet landing page for the product, which is different from the landing page for its “freemium” and paid products.

17.    Intuit changed the name of its Free File product several times. Intuit also used different names for its Free File product at the same time, depending on where the product was being marketed.

18.    Prior to TY 2018, Intuit called its Free File product “TurboTax Freedom Edition.”

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19.    For TY 2018, Intuit changed the name of its Free File product to “TurboTax Free File Program.”

20.    From at least TY 2016 through and including TY 2018, Intuit used a different name to market its Free File product on the IRS.gov website. On the IRS.gov website, Intuit marketed its Free File product as “TurboTax All Free ℠.”

21.    For TY 2019 and 2020, Intuit changed the name of its Free File product to “IRS Free File Program Delivered by TurboTax.” This change was required by an amendment to the MOU between the IRS and the participating tax preparation companies that required uniform naming of all IRS Free File Program products.

C.The Tension Between Intuit’s Free File and “Freemium” Products
and Related Consumer Confusion

22.    Intuit’s Free File product yielded benefits to the company as part of its efforts to avoid government “encroachment” into the tax preparation industry.

23.    Indeed, Intuit has acknowledged publicly the competitive threat of a government-run free e-filing system, including in Securities and Exchange Commission filings.

24.    Intuit has recognized that high participation in the IRS Free File Program would dent its bottom line, but that, at the same time, it had to keep Free File enrollments above a certain level to prevent government “encroachment.”

25.    For several years prior to TY 2018, Intuit employees tasked with overseeing the marketing strategy for both Intuit’s Free File and “freemium” products considered changing the name of Intuit’s Free File product.

26.    Intuit knew that consumers were confused by the similarity of the names of these products. Intuit chose to name its commercial freemium product TurboTax “Free Edition,” even though it is only free for approximately one-third of taxpayers, while it named its Free File

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product “Freedom Edition,” which does not indicate that it is free despite being part of a program that is free for 70 percent of taxpayers.

27.    In 2018, Intuit knew that consumers were still confused about the differences between its Free File and “freemium” products.

28.    Although Intuit changed the name of its Free File product to TurboTax Free File Program for TY 2018, it continued to market its Free File product on the IRS.gov website using the trademarked name TurboTax All Free. Moreover, Intuit was aware that changing the name to TurboTax Free File Program would not create any additional clarity for its customers and that consumers would be confused between the Free File Program and TurboTax Free Edition, especially due to the company’s focus on the use of “free” in marketing its products.

29.    In 2019, this time pursuant to the MOU with the IRS, Intuit again changed the name of its Free File product, renaming it to IRS Free File Program Delivered by TurboTax.

II.     Online Search Practices

A.     For TY 2018, Intuit Hid Its Free File Landing Page from Search Engines for
Approximately Five Months During the Peak of Tax Season

30.    In 2018, Intuit employees responsible for marketing strategy feared the name change of Intuit’s Free File product could negatively impact the ranking of the company’s “freemium” product in online search engine results, leading to a loss in revenue.

31.    For TY 2018, Intuit blocked the landing page for its newly named Free File product so that it would not be indexed (listed) by internet search engines. That block was in place from November 13, 2018, to April 26, 2019. This timeframe covered the vast majority of Intuit’s 2019 tax filing season, which is the time it received revenue from consumers using TurboTax products to file tax returns for TY 2018.

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32.    For TY 2019, Intuit stopped blocking its Free File product landing page from online search engines, and 2,070,778 consumers filed their federal tax returns using Intuit’s Free File product, representing growth of 73% over TY 2018.

B.     Intuit Used Paid Search Terms to Direct Consumers Searching for the
IRS Free File Program to Intuit’s “Freemium” and Paid Products

33.    As part of its advertising and marketing practices, Intuit has bid on paid search terms with search engines such as Google and Bing. When a consumer queried a search engine for a search term and Intuit won the search engine’s instant auction for that paid search term, the consumer would be served an ad selected by Intuit that included a hyperlink directing the consumer to a specific website.

34.    For many years, including TY 2018 while Intuit had blocked the landing page for its Free File product from appearing in online search results, Intuit bid on search terms relevant to the IRS Free File Program.

35.    In many instances, these search terms indicated consumers were likely searching for information about, or links to reach the website for, the IRS Free File Program. For example, Intuit bid on the following 13 search terms:

    free file     free file irs     free file taxes     free file taxes online     free file turbotax     free file turbo tax     irs free file     irs.gov/freefile     irs.gov/freefile.     irs.gov free file     irs.gov/free file     turbo tax free file     turbotax free file program

36.    For each of the 13 search terms referenced in paragraph 35, during TY 2018—while Intuit had blocked the landing page for its Free File product from appearing in search results—Intuit’s online ads directed consumers to Intuit’s commercial website with its

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“freemium” product, rather than the IRS.gov website for the IRS Free File Program or the landing page for Intuit’s Free File product.

37.    During TY 2018, Intuit directed consumers towards the website for “freemium” and paid products when consumers searched for its Free File product by its exact name: Turbo Tax Free File Program.

38.    If a taxpayer knew to type “TurboTax Freedom” in a search engine, she would receive a paid advertisement which, during the 2019 filing season, would direct her to a landing page with a button link that said “See If You Qualify” that eventually lead to the Freedom Edition website. However, the landing page also included a prominent link that said “Start for Free,” which directed the user to TurboTax’s commercial and paid products.

39.    Intuit knew that some of its customers were misled by these practices.

III.     Advertising Practices: Intuit’s Advertisements Misrepresented that Consumers Were Eligible for a Free Version of Its Products

40.    Since at least 2016, Intuit has extensively promoted its TurboTax products through advertising in a variety of mediums touting that it offers a free service.

41.    Among its “do-it-yourself” online software products, Intuit used ads, including television and social media ads, to promote its “freemium” TurboTax product.

42.    Intuit also has engaged in an ad campaign it calls “Free, Free, Free” in which “free” is essentially the only word spoken by the actors in the commercials, until the voice over at the end of the advertisement. Intuit used at least six different advertisements in this campaign.

43.    Many of Intuit’s ads contain a fine print disclaimer at the end of the commercial informing consumers that the offer is limited to consumers with “simple tax returns” or “simple U.S. returns only.” This fine print disclaimer was not conveyed audibly.

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44.    The disclaimers are inadequate to cure the express representation that the advertised products are free.

45.    A reasonable consumer could believe that the products Intuit advertises as free are free for them, given that online products in many industries, including in online tax preparation, are routinely offered to consumers completely free of any charge.

46.    Intuit’s false statements or representations that TurboTax is free, without adequately disclosing the limitations of its free offer, have induced consumers to begin using TurboTax and, after discovering they are not eligible for Intuit’s “freemium” product (as described below), to pay for paid TurboTax products.

IV.     Website Practices

A.     Intuit’s TurboTax Home Page Misled Consumers into Believing
They Were Eligible for Its “Freemium” Product

47.    When consumers who saw Intuit’s advertisements visited the TurboTax website, the website’s home page failed to adequately disclose the limitations on eligibility for Intuit’s “freemium” product.

48.    For example, for TY 2018, the TurboTax home page contained a screen that mimicked the “free, free free free” ad campaign.

49.    The screen failed to disclose adequately the limitations on eligibility.

50.    Consumers who proceeded with the “freemium” product would be brought to a login screen and then start an online, automated “interview” to begin entering information to file their taxes. Consumers who were not eligible for Intuit’s “freemium” TurboTax product would not learn they were ineligible until they had already invested significant time and effort creating an account and inputting their personal tax information into the TurboTax product.

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51.    For TY 2019, the TurboTax home page used a similar screen, with an even greater emphasis that consumers were “guaranteed” a free product. Again, consumers who were not eligible for Intuit’s “freemium” TurboTax product would not learn they were ineligible until they had already invested significant time and effort creating an account and inputting their personal tax information into the TurboTax product.

52.    For TY 2020 and 2021, Intuit has continued to employ a customer interview model in which consumers who were not eligible for Intuit’s “freemium” TurboTax product would not learn they were ineligible until they had already invested significant time and effort creating an account and inputting their personal tax information into the TurboTax product.

B.     Intuit’s TurboTax Products and Pricing Screen Failed to Disclose Intuit’s Free File Product, Further Impeding Consumers from Learning of Its Existence

53.    Intuit’s TurboTax website has featured a screen Intuit calls its “Products and Pricing” screen. For TY 2018, the headline on this screen informed consumers: “Tell us about you – we’ll recommend the right tax solution.”

54.    When consumers clicked on one of the options on this screen, the TurboTax website would then recommend one of four products: (1) its “freemium” product, marketed as Free Edition; (2) Deluxe; (3) Premier; or (4) Self-Employed—the latter three being Intuit’s paid do-it-yourself tax products. At the bottom of the screen, all four products were displayed, with the recommended product highlighted.

55.    This screen never displayed or recommended the TurboTax Free File product to consumers, even when they were ineligible for the “freemium” product, TurboTax Free Edition.

56.    In fact, in TY 2019, the TurboTax website had a site index at the bottom of the home page with a link to “All online tax preparation software.” That link brought consumers to the Products and Pricing screen, which did not disclose Intuit’s Free File product. Likewise,

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during TY 2020, the TurboTax app contained a similar list of “all products” that did not include Intuit’s Free File product.

57.    For eligible consumers based on their AGI, Intuit’s former Free File product covered all tax situations, forms, and deductions, thus providing coverage equal to Intuit’s most expensive TurboTax online product, Self-Employed.

C.     The TurboTax Interview Process Used “Hard Stops” to Induce
Consumers to Upgrade from Free to Paid Products

58.    Intuit represented to consumers who are not eligible for the “freemium” product that they must provide their payment information and pay Intuit in order to file their tax returns online with TurboTax, even if the consumer was eligible to file for free through Intuit’s former Free File product. Intuit informed consumers of these required upgrades using screens its employees call “Hard Stops.” Intuit still employs Hard Stops in its “freemium” product.

59.    When consumers use the TurboTax “freemium” product, Intuit’s software asks them a series of questions on successive webpages about their financial situation. These questions enable Intuit to determine whether consumers are eligible for the “freemium” product and include, among other things, whether the consumer paid student loan interest or was self-employed.

60.    After supplying the information, consumers are prompted to input their income by category. When consumers indicate that they need to report income on a Form 1099-MISC (for example, because entities that paid them classified them as independent contractors), the TurboTax “freemium” product displays a Hard Stop informing them that they cannot proceed for free. For example, Intuit’s TY 2019 “Business Income Upgrade” Hard Stop told consumers: “To accurately report this income, you’ll need to upgrade.”

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61.    Hard Stop screens then offer consumers the option to upgrade and pay for a paid TurboTax product, such as TurboTax Deluxe or TurboTax Self-Employed. At various times during TY 2018 and 2017, Intuit charged $59.99 for TurboTax Deluxe and $119.99 for TurboTax Self-Employed.

62.    The Business Income Hard Stop was likely to deceive or mislead consumers who were eligible for Intuit’s former Free File product.

63.    The headline in the Business Income Hard Stop states that consumers must upgrade to a paid product to “accurately report this income.” That statement was false at the time for a large percentage of TurboTax customers—those who were eligible for Intuit’s Free File product.

64.    The Business Income Hard Stop was also misleading because it included a button that says “keep free” below the column for TurboTax Free Edition, even though the consumer could not actually continue using TurboTax Free Edition and report all of her income to the IRS.

65.    Upon clicking on the “keep free” button, consumers were put into a feedback loop that ended only if they upgraded to a paid product or chose not to report their 1099 income.

66.    Intuit has used and is using many other Hard Stops to induce consumers to upgrade based on certain types of income, such as income from a farm, farm rental or farm equipment; selling a home; a prior year state tax refund; or investments. All of these Hard Stops misled consumers eligible for Intuit’s former Free File product to provide their payment information and buy paid TurboTax products.

67.    Overall, for all Hard Stops from TY 2016 through TY 2018, millions of consumers started in “freemium,” encountered a Hard Stop, and then upgraded to and filed in a paid product. Many of those who were shown a Hard Stop were eligible at the time for Intuit’s

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Free File product. These Free File-eligible consumers who upgraded in response to a Hard Stop paid Intuit more than $100 million to file their federal tax returns.

68.    From at least 2017 to October 2021, when consumers encountered these Hard Stops, Intuit failed to disclose to consumers that they may have been or were eligible to use Intuit’s Free File product to accurately report their income or claim certain tax deductions.

V.     Conclusion

69.    Based on these Findings, the Attorneys General have reason to believe that Intuit has engaged in deceptive and unfair acts and practices in violation of the States’ Consumer Protection Acts, in the marketing, advertising, promotion, and sale of online tax preparation products.

70.    Intuit voluntarily withdrew from the IRS Free File Program effective October 2021 and would be able to seek to rejoin the IRS Free File Program at any time but for the provisions of this Assurance. Intuit could not rejoin the IRS Free File Program without approval of the IRS and the Director of the Free File Alliance.

71.    Solely for purposes of this Assurance, Intuit neither admits nor denies any of the Findings in paragraphs 3 through 70 of this Section.

INJUNCTIVE RELIEF

I.    General Compliance

Intuit shall comply with the Consumer Protection Acts and any amendments to those laws, regulations, and rules that may be adopted by the States subsequent to the Effective Date of this Assurance.

II.    Prohibition Against Misrepresentations

Intuit, Intuit’s officers, agents, employees, and attorneys, and all other persons in active concert or participation with any of them, who receive actual notice of this Assurance, whether

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acting directly or indirectly, in connection with promoting or offering any online tax preparation products, must not misrepresent, expressly or by implication:

A.    That consumers can only file their taxes online accurately if they use a TurboTax Paid Product or TurboTax Free Edition Product.

B.    That consumers can only claim a tax credit or tax deduction if they use a TurboTax Paid Product or TurboTax Free Edition Product.

C.    That consumers must upgrade to a TurboTax Paid Product to file their taxes online if they are eligible to use the TurboTax Free Edition Product.

D.    That consumers can continue using and file their taxes for free with the TurboTax Free Edition Product when that is not the case, including by stating expressly or impliedly to consumers on an Upgrade Screen that they can continue using the TurboTax Free Edition Product through a “keep free” button or another button using similar language. Intuit may give consumers the option of continuing to use the TurboTax Free Edition Product on an Upgrade Screen, so long as a disclosure is made, Clearly and Conspicuously on the Upgrade Screen and in Close Proximity to any button, link, or option on the Upgrade Screen that permits the consumer to exercise the option of continuing to use the TurboTax Free Edition Product, that the current tax information entered by the consumer indicates that the consumer will need to upgrade to a TurboTax Paid Product to file his or her taxes.

E.    Any other fact material to consumers concerning any tax preparation product or service, such as the price; total cost; any material restrictions, limitations, or conditions; or any material aspect of its performance, efficacy, nature, or central characteristics.

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III.    Required Disclosures and Business Practices for Advertising and Marketing of Free Products

As soon as reasonably practicable, but no later than August 1, 2022, in connection with advertising, marketing, promoting, offering, naming, or describing, or assisting in the advertising, marketing, promotion, offering, naming, or describing of any tax preparation products as free, whether directly or indirectly, Intuit must make the following disclosures about taxpayer eligibility for such free products and comply with the following terms:

A.    In any non-Space-Constrained Advertisement of free tax preparation products other than on a TurboTax Website, Intuit must disclose, Clearly and Conspicuously, and in Close Proximity to the representation that the product is free: (1) the existence and category of material limitations on a consumer’s ability to use that free product; and (2) that not all taxpayers qualify for the free product.

B.    In any Space-Constrained Advertisement of free tax preparation products other than Space-Constrained Video Advertisements, Intuit must disclose that eligibility requirements apply. If made online, Intuit must also (1) Clearly and Conspicuously include a hyperlink to a landing page or webpage on a TurboTax Website that Clearly and Conspicuously contains full disclosure of all material eligibility restrictions or (2) link by clicking on the Advertisement itself to a landing page or webpage on a TurboTax Website that Clearly and Conspicuously sets forth full disclosure of all material eligibility restrictions.

C.    For a period of ten (10) years, in any Space-Constrained Video Advertisements of free tax preparation products, Intuit must visually disclose, Clearly and Conspicuously, and in Close Proximity to the representation that the product is free: (1) the existence and category of material limitations on a consumer’s ability to use that free product; and (2) that not all taxpayers qualify for the free product. In addition, for a period of ten (10) years, in any Space-Constrained

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Video Advertisements of free tax preparation products except for such Advertisements that are 8 seconds or shorter, Intuit must verbally disclose, Clearly and Conspicuously and in Close Proximity to the representation that the product is free, that not all taxpayers qualify.

D.    In any Advertisement of free tax preparation products on a TurboTax Website, and any space on a TurboTax Website listing, describing, offering, or promoting such free products, Intuit must disclose (1) Clearly and Conspicuously and very near to the representation all material limitations on a consumer’s ability to use that free product, including, but not limited to, eligibility criteria for that free product, or (2) through a hyperlink (i) that is very near to the representation, (ii) that indicates that there are material limitations on a consumer’s ability to use that free product, and (iii) that links to a landing page or webpage that Clearly and Conspicuously sets forth all material limitations on a consumer’s ability to use that free product, including, but not limited to, eligibility criteria for that free product.

E.    Intuit must disclose Clearly and Conspicuously to consumers, at the earliest point at which it is reasonably possible to determine, that they do not qualify to file a tax return for free with the TurboTax Free Edition Product.

F.    Intuit must take reasonable steps to design all TurboTax products to inform, at the earliest point it is reasonably possible, consumers using the TurboTax Free Edition Product whether they will or will not be able to file for free using that product.

G.    Intuit must not publish, or cause to be published, in any medium (1) its “free, free, free” Video Advertisements (see Appendix A for a list of such advertisements) and (2) Video Advertisements that are substantially similar in their repetition of the word free. Intuit must comply with this Section III.G immediately upon the Effective Date, notwithstanding any contradictory language in the introduction to Section III above.

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IV.    Prohibition Against Data-Clearing Practices

Effective December 1, 2022, Intuit must permit consumers who enter a TurboTax Paid Product through an Upgrade Screen to return to the TurboTax Free Edition Product without being required to re-enter the data they provided when using the TurboTax Free Edition Product.

V.    Voluntary Withdrawal From and Injunction Against Rejoining the IRS Free File Program

In recognition of Intuit’s voluntary withdrawal from the IRS Free File Program effective October 2021 and Intuit’s representation and commitment that it will not rejoin the IRS Free File Program, and in lieu of this Assurance containing specific injunctive provisions concerning Intuit’s potential future participation in the IRS Free File Program and conduct related thereto:

A.    Intuit must not seek to rejoin or participate in the IRS Free File Program.

B.    This term may only be modified by amending this Assurance pursuant to Section XII(H).

VI.    Payment to the Settlement Fund and Administration Fund

A.    Within thirty (30) days of the Effective Date, Intuit shall pay the total sum of One Hundred Forty-One Million Dollars ($141,000,000)3 (the “Required Payment”) as described herein. The Required Payment shall be made in two installments: (1) the first payment, in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Administration Fund”), shall be made by Intuit to an account for the payment of costs and expenses incurred or charged by the Fund Administrator in administering the Settlement Fund; (2) the second payment, in the amount of One Hundred Thirty-Eight Million Two Hundred and Fifty Thousand Dollars ($138,250,000) (the “Settlement Fund”), shall be made by Intuit to an account for the use of the fund administrator selected by the Oversight Committee (the “Fund Administrator”), for

3 From this amount, a total of Two Hundred and Fifty Thousand Dollars ($250,000) will be allocated for fees and costs to a certain previously designated State. This Two Hundred and Fifty Thousand Dollars ($250,000) will be paid into the Settlement Fund by Intuit and will distributed by the Oversight Committee.

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the purpose of providing restitution to Covered Consumers as described hereunder, who shall be responsible for the administration of the Settlement Fund. The Required Payment installments shall be made by wire transfer in accordance with instructions provided by the Oversight Committee. After transfer of the Required Payment, Intuit shall have no right, title, interest or other legal claim in the transferred funds.

B.    The Oversight Committee shall have sole discretion concerning the administration and distribution of the Settlement Fund, which may include determining the Covered Consumers who are entitled to payments from the Settlement Fund; the nature, timing, and amount of such payment; directing the Fund Administrator to make payments to these consumers; the timing and content of communications from the Fund Administrator to Covered Consumers concerning the Settlement Fund; directing the Fund Administrator to make payments of fees or costs from the Settlement Fund to one or more Attorneys General; and transferring funds from the Settlement Fund to the Administration Fund. Attached for informational purposes only as Appendix C is a preliminary calculation of each States’ percentage of the total population of Covered Consumers; the Oversight Committee is not required to distribute the Settlement Fund according to these preliminary percentages. If the Oversight Committee directs the Fund Administrator to make a payment of fees or costs to a State, that payment shall be deducted from the share of the Settlement Fund that is allocated to that State. Individual States may, at their discretion, append a State-specific appendix to their copy of this Assurance that sets forth the payment from the Settlement Fund that has been allocated to the Covered Consumers in that State and any payment of fees or costs to that State.

C.    All costs and expenses incurred or charged by the Fund Administrator in administering the Settlement Fund shall be paid out of the Administration Fund. The Oversight

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Committee shall have sole discretion concerning the administration and distribution of any money that remains in the Administration Fund after payment of all costs and expenses incurred or charged by the Fund Administrator in administering the Settlement Fund. In no event shall the Attorneys General be liable for any costs associated with administering the Settlement Fund. The administration of the Settlement Fund shall, include, but not be limited to, the following:

1.    Identifying the current mailing address of each Covered Consumer, which shall be provided by Intuit and/or through the use of publicly-available databases, commercially-available databases, and public records;

2.    Preparing and sending, by mail and email, communications to Covered Consumers relating to the settlement, including notice of the settlement and reminder notices to all Covered Consumers who had been sent a check but not yet cashed it;

3.    Distributing restitution to each Covered Consumer by check, and reissuing checks as necessary, including for checks that have been returned;

4.    Establishing a process by which Covered Consumers may elect to receive their payments through an electronic payment processor such as Venmo, PayPal, or Zelle instead of by check;

5.    Maintaining a website that contain the terms and conditions of the settlement;

6.    Providing and hosting a toll free number to provide information to Covered Consumers relating to the settlement during distribution of the restitution;

7.    Contacting, by mail, email, or phone, Covered Consumers regarding uncashed checks;

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8.    Reporting to the Oversight Committee on the status of the administration of the Settlement Fund and responding to requests by the Oversight Committee for documentation and information necessary to confirm the proper administration of the Settlement Fund; and

9.    Providing all other services necessary for the proper administration of the Settlement Fund.

D.    Within sixty (60) days of the Effective Date, Intuit must submit to the Oversight Committee for review and non-objection its proposed contract with the Fund Administrator that includes a comprehensive Statement of Work consistent with Section VI.C and all other terms of this Assurance. The Oversight Committee will have the discretion to make a determination of non-objection to the Statement of Work or direct Intuit to revise it. If the Oversight Committee directs Intuit to revise the Statement of Work, Intuit must revise and resubmit the contract to the Oversight Committee within thirty (30) days. After receiving notification that the Oversight Committee has made a determination of non-objection to the Statement of Work, Intuit and the Settlement Administrator must implement and adhere to the steps, recommendations, deadlines, and timeframes outlined in the Statement of Work.

E.    Intuit shall promptly provide the Fund Administrator (and the Oversight Committee, if requested by the Oversight Committee) with all information the Oversight Committee deems necessary to permit the Fund Administrator to distribute funds to Covered Consumers as directed by the Oversight Committee, including, but not limited to, the following for each consumer: full name; last known and prior mailing addresses, email addresses, and telephone numbers; and for each of Tax Years 2016, 2017, and 2018, the TurboTax Paid Product used by the consumer, if any, the amount the consumer paid to Intuit for said TurboTax Paid

25

Product, and the amount of any credits, chargebacks, or settlement amounts already paid by Intuit or received by such consumer for the TurboTax Paid Product. In carrying out the foregoing, Intuit agrees to provide such information as soon as possible but in no event more than thirty (30) calendar days of the Oversight Committee’s request.

F.    Intuit shall warrant to the Oversight Committee at the time of supplying information to the Fund Administrator that the information is complete and accurate to the best of its knowledge and capability. Intuit’s duty to provide complete and accurate information regarding Covered Consumers shall continue throughout the administration process.

G.    After the Fund Administrator has completed the administration of the Settlement Fund (including making reasonable attempts to contact payees of uncashed checks and waiting a reasonable period of time not less than ninety (90) calendar days), all uncashed checks may be voided. Once such uncashed checks have been voided, these funds shall be distributed to state unclaimed property funds, to any other fund or agency if so required by law, or to any other fund

26

or agency as lawfully directed by the Attorney General of the respective state,4 based on the last known state residence of the payee. The Fund Administrator must distribute uncashed funds, or any other remaining funds in the Settlement Fund, pursuant to instructions provided by the Oversight Committee.

H.    Covered Consumers who receive a payment from the Settlement Fund shall not be required to return or discontinue the use of any Intuit goods or services, and receipt of any such payment shall not be tied to any other commitment.

4For Arizona: Any funds distributed to the Arizona Attorney General’s Office shall be deposited into the Consumer Restitution and Remediation Revolving Fund, pursuant to A.R.S. § 44-1531.02(B). The Arizona Attorney General’s Office will have sole discretion as to how and when restitution funds are distributed to consumers. In the event that any portion of those funds is not distributed to eligible consumers, such portion will be deposited by the Arizona Attorney General’s Office into the Consumer Protection-Consumer Fraud Revolving Fund, pursuant to A.R.S. § 44-1531.02(B), and used for the purposes specified in A.R.S. § 44-1531.01.

For Colorado: Intuit shall pay to the Colorado Attorney General the total amount of any and all refund amounts that remain outstanding, whether because they were returned as undeliverable, unclaimed, uncashed, undeposited, or otherwise. For any such payments to the Colorado Attorney General, they shall be in the form of a certified check, cashier’s check, or money order made payable to the “Colorado Department of Law,” shall reference “Intuit-TurboTax” and shall be delivered to: Emily Lujan, Program Assistant, Consumer Protection Section, Colorado Department of Law, 1300 Broadway, 7th Floor, Denver, Colorado 80203. Such payments shall be held, along with any interest thereon, in trust by the Colorado Attorney General to be used in the Colorado Attorney General’s sole discretion for reimbursement of attorneys’ fees and costs, the payment of consumer restitution, if any, and for consumer or creditor educational purposes, for future consumer credit or consumer protection enforcement, or public welfare purposes.

For Delaware: All payments to the Delaware Attorney General pursuant to this Assurance shall be made to the Consumer Protection Unit of the Delaware Department of Justice (“CPU”). The CPU shall place all funds received in the State of Delaware's Consumer Protection Fund, and such funds may be utilized for any lawful purpose.

For New Mexico: For those funds allocated to New Mexico, such funds shall be directed to the New Mexico Office of the Attorney General’s (“NMOAG’s”) consumer settlement fund. The funds shall be expended, at the sole discretion of the NMOAG, (i) to enhance the NMOAG’s law enforcement efforts to prevent and prosecute elder fraud, consumer fraud, and/or other unfair or deceptive acts or practices, (ii) to investigate, enforce, and prosecute other illegal conduct related to deceptive online advertising, deceptive use of “dark patterns,” and/or violations of other consumer protection laws, and/or (iii) for any other lawful purpose, at the sole discretion of the NMOAG.

For Ohio: After the Fund Administrator has completed the administration of the Settlement Fund (including making reasonable attempts to contact payees of uncashed checks and waiting a reasonable period of time not less than ninety (90) calendar days), all uncashed checks may be voided. Once such uncashed checks have been voided, these funds shall be distributed and delivered to the office of the Ohio Attorney General. The money received by the office of the Ohio Attorney General pursuant to this paragraph may be used by the office of the Ohio Attorney General for purposes that may include, but are not limited to, attorney’s fees and other costs of investigation and litigation, or may be placed in, or applied to, any consumer protection law enforcement fund, consumer education, litigation or local consumer aid fund, or for such other uses permitted by Ohio law, at the sole discretion of the Ohio Attorney General.

For Washington: The total amount of any and all uncashed checks that had been direct to a payee whose last known residence was in the State of Washington that remain outstanding shall be paid to the Washington Attorney General’s Office. For any such payments to the Washington Attorney General, they shall be made in good funds by wire transfer or valid check payable to “State of Washington Attorney General’s Office,” delivered to the Office of the Attorney General, Attention: Margaret Farmer, Litigation Support Manager, 800 Fifth Avenue, Suite 2000, Seattle, WA 981104. Such payments shall be used for recovery of the state’s fees and costs in investigating this matter, monitoring compliance with this Assurance of Discontinuance, future enforcement of the Consumer Protection Act, or for any lawful purpose in the discharge of the state’s Attorney General’s duties at the sole discretion of the Attorney General.

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I.    To the extent not already provided elsewhere, Intuit shall, upon request by the Oversight Committee, provide all documentation and information necessary for the Oversight Committee to confirm compliance with the Assurance. To the extent not already provided elsewhere, Intuit shall ensure that all communications with the Fund Administrator regarding the administration of the Settlement Fund shall include at least one representative of the Oversight Committee.

J.    The Attorneys General shall have no liability whatsoever to Intuit, the Fund Administrator, or any Covered Consumer in connection with the administration of the Settlement Fund or for any action by Intuit or the Claims Administrator with respect to the monies deposited.

K.    The Attorney General of the State of New York shall satisfy the reporting obligations of the States under Section 6050X of the Internal Revenue Code of 1986, as amended, with respect to Intuit’s payments hereunder. Intuit is fully responsible for the payment of its taxes, including in the event any deductions for amounts paid under this settlement agreement are disallowed, as well as any fines or penalties imposed by the Internal Revenue Service with respect to such taxes.

VII.    Assurance Acknowledgements

A.    Intuit, within seven (7) days of the Effective Date, (1) must submit to the Oversight Committee an acknowledgment of receipt of this Assurance sworn under penalty of perjury; and (2) must identify to the Oversight Committee the primary physical, postal, and email address and telephone number, as designated points of contact, that the Oversight Committee may use to communicate with Intuit.

B.    For five (5) years after the Effective Date, Intuit must deliver a copy of this Assurance to (1) all principals, officers, and directors; (2) all employees having managerial

28

responsibilities for Advertisements for any TurboTax Free Edition Product; the online search and search engine optimization strategies and practices for any TurboTax Free Edition Product and any TurboTax Paid Product; the representations made on the TurboTax Website regarding any TurboTax Free Edition Product; and customer service inquiries regarding any TurboTax Free Edition Product; and (3) any business entity resulting from any change in structure as set forth in the Section titled Compliance Reporting. Delivery must occur within seven (7) days of the Effective Date for current personnel. For all others, delivery must occur before they assume their responsibilities.

C.    From each individual or entity to which Intuit delivered a copy of this Assurance, Intuit must obtain, within thirty (30) days, a signed and dated acknowledgment of receipt of this Assurance.

VIII.    Compliance Reporting

A.    One (1) year after the Effective Date, Intuit must submit to the Oversight Committee a compliance report, sworn under penalty of perjury, in which Intuit must identify all of Intuit’s tax preparation businesses by all of their names, telephone numbers, and physical, postal, email, and Internet addresses and describe in detail whether and how Intuit is in compliance with each Section of this Assurance.

B.    For five (5) years after the Effective Date, Intuit must submit to the Oversight Committee a compliance notice, sworn under penalty of perjury, within fourteen (14) days of any change in the following: (a) any designated point of contact; or (b) the structure of Intuit that may affect compliance obligations arising under this Assurance, including: creation, merger, sale, or dissolution of the entity or any subsidiary, parent, or affiliate that engages in any acts or practices subject to this Assurance.

29

C.    Intuit must submit to the Oversight Committee notice of the filing of any bankruptcy petition, insolvency proceeding, or similar proceeding by or against Intuit within fourteen (14) days of its filing.

D.    Any submission to the Oversight Committee required by this Assurance to be sworn under penalty of perjury must be true and accurate, such as by concluding: “I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on: _____” and supplying the date, signatory’s full name, title (if applicable), and signature.

E.    Unless otherwise directed by a representative of the Oversight Committee in writing, all submissions to the Oversight Committee pursuant to this Assurance must be made in accordance with the terms in Sections XII(L) and (M). All submissions shall have a subject line that must begin: Attorneys General v. Intuit Inc.

IX.    Recordkeeping

Intuit must create certain records for ten (10) years after the Effective Date, and retain each such record for five (5) years. Specifically, Intuit must create and retain the following records:

A.    Accounting records showing: (1) the revenues from all TurboTax Paid Products and any add-on products such as Audit Defense; and (2) the revenues from all TurboTax Paid Products and any add-on products such as Audit Defense that were received from consumers who began the process of preparing their returns in any TurboTax Free Edition Product;

B.    Records of all consumer complaints and refund requests concerning the subject matter of this Assurance, whether received directly or indirectly, such as through a third party, and any response;

30

C.    All records necessary to demonstrate full compliance with each provision of this Assurance, including all submissions to the Oversight Committee; and

D.    To the fullest extent possible, a copy of each unique Advertisement or other marketing material relating to any TurboTax Free Edition Product.

X.    Compliance Monitoring

A.    For a period of five (5) years, and for the purpose of monitoring Intuit’s compliance with this Assurance: Within thirty (30) days of receipt of a written request from the Oversight Committee, Intuit must submit additional compliance reports or other requested information, which must be sworn under penalty of perjury.

B.    Nothing in this Assurance limits any State’s lawful use of compulsory process, pursuant to applicable state law.

XI.    Releases

A.    By execution of this Assurance, and upon Intuit’s compliance with its terms including the payments required in Section VI, the States release and forever discharge Intuit and its past and present officers, directors, employees, agents, affiliates, parents, subsidiaries, operating companies, predecessors, assigns, and successors from all civil consumer-protection or unfair-trade-practices claims each Attorneys General is authorized by law to bring that arise from or relate to the findings contained herein.

B.    Nothing contained in this Assurance shall be construed to limit the ability of any Attorney General to enforce the obligations that Intuit has under this Assurance. Further, nothing in this Assurance shall be construed to waive or limit any private rights of action.

C.    Notwithstanding the releases in Subsection A of this Section, or any other term of this Assurance, the following claims are specifically reserved and not released by this Assurance: (1) claims based on violations of securities laws, including claims based on the offer, sale, or

31

purchase of securities; (2) claims of regulatory agencies having specific regulatory jurisdiction that are separate and independent from the regulatory enforcement of the Attorneys General; and (3) claims that arise from Intuit’s actions that take place after the Effective Date.

XII.    General Provisions

A.    The Parties understand and agree that the Attorneys General have defined jurisdiction under the laws, or assert jurisdiction under the common law, of their respective States for the enforcement of state Consumer Protection Acts.

B.    The Parties understand and agree that this Assurance shall not be construed as an approval or sanction by the Attorneys General of Intuit’s business practices, nor shall Intuit represent that this Assurance constitutes an approval or sanction of its business practices. The Parties further understand and agree that any failure by the Attorneys General to take any action in response to information submitted pursuant to this Assurance shall not be construed as an approval or sanction of any representations, acts, or practices indicated by such information, nor shall it preclude action thereon at a later date.

C.    Nothing in this Assurance shall be construed as relieving Intuit of the obligation to comply with all applicable state and federal laws, regulations, and rules, nor shall any of the provisions of this Assurance be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, and rules.

D.    To the extent that there are any, Intuit agrees to pay all court costs associated with the filing (if legally required) of this Assurance by any State. No court costs, if any, shall be taxed against any State.

E.    This Assurance may be executed by any number of counterparts and by different signatories on separate counterparts, each of which shall constitute an original counterpart thereof and all of which together shall constitute one and the same document. One or more

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counterparts of this Assurance may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart thereof.

F.    This Assurance contains the complete agreement between the Parties. The Parties have made no promises, representations, or warranties other than what is contained in this Assurance. This Assurance supersedes any prior oral or written communications, discussions, or understandings.

G.    For the purposes of construing the Assurance, this Assurance shall be deemed to have been drafted by all Parties.

H.    This Assurance may not be amended except by an instrument in writing signed on behalf of all Parties to this Assurance.

I.    This Assurance is entered into voluntarily and solely for the purpose of resolving the claims and causes of action against Intuit. Each Party and signatory to this Assurance represents that it freely and voluntarily enters into this Assurance without any degree of duress or compulsion.

J.    Any failure by any Party to this Assurance to insist upon the strict performance by any other Party of any of the provisions of this Assurance shall not be deemed a waiver of any of the provisions of this Assurance, and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Assurance.

K.    If any clause, provision, or section of this Assurance shall, for any reason, be held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other clause, provision, or section of this Assurance, which shall be construed and enforced

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as if such illegal, invalid, or unenforceable clause, section, or provision had not been contained herein.

L.    Whenever Intuit shall provide notice to any Attorneys General under this Assurance, that requirement shall be satisfied by sending notice to the email and postal address for each respective Attorneys General identified in Appendix B in accordance with the following paragraph.

M.    All notices or other documents to be provided under this Assurance shall be sent by U.S. mail, certified mail return receipt requested, or other nationally recognized courier service that provides for tracking services and identification of the person signing for the notice or document, and shall have been deemed to be sent upon mailing. Additionally, any notices or documents to be provided under this Assurance shall also be sent by electronic mail if an email address has been provided for notice. Any party may update its address by sending written notice to the other party.

N.    If a court of competent jurisdiction determines that Intuit has breached this Assurance, Intuit shall pay to the Attorneys General the cost, if any, of obtaining such determination and of enforcing this Assurance, including without limitation legal fees, expenses, and court costs.

IN WITNESS WHEREOF, this Assurance is executed by the Parties hereto on the dates set forth below:

[Parties’ signature pages continued in the following pages]

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For Intuit Inc.

By:    /s/ Gregory N. Johnson        

Date:    April 28, 2022                

Gregory N. Johnson
                    Executive Vice President and General Manager

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For New York State Attorney General Letitia James

                    LETITIA JAMES

                    Attorney General of the State of New York

                    28 Liberty Street

New York, NY 10005

By:    /s/ Clark P. Russell            

Date:    May 4, 2022                

                     Clark P. Russell
                    Deputy Bureau Chief

                    Bureau of Internet and Technology

By:    /s/ Joseph P. Mueller            

Date:    May 4, 2022                

                    Joseph P. Mueller

                    Assistant Attorney General

                    Bureau of Consumer Frauds and Protection

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Appendix A – “Free, Free, Free” Advertisements5

•“Big Kick”

o    The “Big Kick” advertisement depicts a high school football placekicker and his supportive father. In the moments before an important kick, the son flashes back to a memory from his youth of his father encouraging him; returning to the present, the son converts the field goal attempt while his father looks on. However, instead of featuring conventional dialogue, the characters in “Big Kick” repeat only the word “free” throughout the ad.

•“Credits”

o    In the “Credits” advertisement, a John McClane-type action hero utters a wisecrack (here, the word “free” several times) as he drops a lighter onto a streak of gasoline, which triggers the explosion of a batter white van. As flames explode into the air, the action hero strides towards the camera in slow motion, prompting

5 This Appendix addresses all versions of the listed advertisements, i.e., 15-second, 30-second, and 60-second versions of the advertisements, to the extent they exist.

A-1

the credits to roll on screen, with every actor and role consisting of one or more uses of the word “free.”

•“Crossword”

o    In “Crossword,” a white-haired couple completes a crossword puzzle in which every clue and every answer is one or more uses of the word “free.”

A-2

•“Game Show”

o    The “Game Show” advertisement depicts a 70s-era game show in which a woman must guess what activity or concept her male partner is miming. Every one of the woman’s answers is correct and consists of one or more uses of the word “free.”

•“Lawyer”

o    In “Lawyer,” an attorney delivers an impassioned closing argument to the jury as dramatic music swells, with every word of the attorney’s argument being “free.”

A-3

After he finishes, a member of the jury leads a standing ovation, as various jurors repeat the word “free” several times.

•“Spelling Bee”

o    The “Spelling Bee” advertisement shows a middle school-aged boy correctly spelling the word “free” in a spelling bee. Aside from the boy’s spelling out the letters “F-R-E-E,” every line dialogue spoken by the boy and by the judge of the spelling bee consists entirely of the word “free.”

A-4

•“Echo”

o    In “Echo,” a hiker shouts “free” from the top of a mountain, with the word “free” reverberating back to her as a result.

A-5

•“Auctioneer”

o    In “Auctioneer,” a fleet-tongued auctioneer rattles off prices and bids to a collection of ranchers and cowboys. Instead of conventional dialogue, the auctioneer repeatedly utters the word “free.”

A-6

•“Dance Workout”

o    The “Dance Workout” advertisement depicts an instructor leading an enthusiastic dance workout class. Instead of conventional words of encouragement and instruction, the instructor repeats the word “free.”

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Appendix B – State Notices

Alaska	1031 West 4th, Ave., Suite 200 Anchorage, AK 99501 consumerprotection@alsaka.gov
Alabama	501 Washington Avenue Montgomery, AL 36130 Olivia.Martin@AlabamaAG.gov
Arkansas	323 Center Street, Suite 200 Little Rock, AR 72201
Arizona	Alyse Meislik Consumer Protection & Advocacy Section 2005 N. Central Ave. Phoenix, AZ 85004 Alyse.Meislik@azag.gov consumer@azag.gov
California	300 South Spring Street, Suite 1702 Los Angeles, CA 90013 bernard.eskandari@doj.ca.gov
Colorado	1300 Broadway Denver, CO 80203 abigail.hinchcliff@coag.gov
Connecticut	Brendan T. Flynn, AAG Office of the Connecticut Attorney General 165 Capital Ave. Hartford, CT 06106 Brendan.Flynn@ct.gov
District of Columbia	Office of Consumer Protection Public Advocacy Division ATTN: Tim Shirey, Investigator D.C. Office of the Attorney General 400 6th Street NW Washington D.C. 20001 Timothy.Shirey@dc.gov
Delaware	820 N. French St., 5th Floor Wilmington, DE 19801 katherine.devanney@delaware.gov
Florida	Edward Moffitt Chief Investigator, MSPB & Cyber Fraud Bureau Office of the Florida Attorney General 135 West Central Boulevard, Suite 670 Orlando, FL 32801 Edward.Moffitt@myfloridalegal.com

A-8

Georgia	2 Martin Luther King, Jr. Drive, Suite 356E Atlanta, GA 30334 dzisook@law.ga.gov
Hawaii	235 S. Beretania Street #801 Honolulu, Hawaii 96813 ltong@dcca.hawaii.gov rtolenti@dcca.hawaii.gov
Illinois	100 W. Randolph St., 12th Fl. Chicago, IL 60601 Daniel.edelstein@ilag.gov
Iowa	William Pearson Iowa Department of Justice 1305 E. Walnut, 2nd Floor Des Moines, IA 50319 William.pearson@ag.Iowa.gov
Idaho	P.O. Box 83720 Boise, ID 83720-0010 stephanie.guyon@ag.idaho.gov
Indiana	302 W. Washington St. IGCS, 5th Floor Indianapolis, IN 46204 Michelle.Alyea@atg.in.gov
Kansas	120 SW 10th Avenue, 2nd floor Topeka, KS 66612 sarah.dietz@ag.ks.gov
Kentucky	1024 Capital Center Drive, Suite 200 Frankfort, KY 40601 Christian.Lewis@ky.gov
Louisiana	1885 N 3rd Street Baton Rouge, LA 70802 MughalA@ag.louisiana.gov
Massachusetts	One Ashburton Place, 18th Floor Boston, MA 02108 Glenn.kaplan@mass.gov

A-9

Maryland	Consumer Protection Division of the Office of the Attorney General of Maryland Elizabeth Stern Assistant Attorney General 200 Saint Paul Place Baltimore, MD 21202 estern@oag.state.md.us With a copy to: Chief, Consumer Protection Division 200 Saint Paul Place Baltimore, MD 21202 consumer@oag.state.md.us
Maine	6 State House Station Augusta, Maine 04333-0006 christina.moylan@maine.gov
Michigan	525 W. Ottawa St. PO Box 30736 Lansing, MI 48909 Levina@michigan.gov
Minnesota	445 Minnesota Street, Suite 1200 Saint Paul, MN 55101 alex.baldwin@ag.state.mn.us
Missouri	815 Olive Street, Suite 200 St. Louis, MO 63101 Michael.Schwalbert@ago.mo.gov with an additional hard copy to: 207 W. High St. P.O. Box 899 Jefferson City, MO 65102
Mississippi	Post Office Box 220 Jackson, MS 39205 caleb.pracht@ago.ms.gov consumer@ago.ms.gov
Montana	215 N Sanders Street Helena, MT 59601 ocpinvestigations@mt.gov
North Carolina	PO Box 629 Raleigh, NC 27602

A-10

North Dakota	1720 Burlington Drive, Suite C Bismarck, ND 58504-7736 pgrossman@nd.gov
Nebraska	2115 State Capitol Building Lincoln, NE 68509 michaela.hohwieler@nebraska.gov
New Hampshire	33 Capitol St. Concord, NH 03301
New Jersey	124 Halsey St. - 5th Floor P.O. Box 45029 Newark, NJ 07102 monica.finke@law.njoag.gov zeyad.assaf@law.njoag.gov
New Mexico	Lawrence Otero Brian McMath     Assistant Attorneys General Consumer & Environmental Protection Division New Mexico Office of the Attorney General P.O. Box 1508 Santa Fe, New Mexico 87504 lotero@nmag.gov bmcmath@nmag.gov
Nevada	100 North Carson Street Carson City, NV 89701 MNewman@ag.nv.gov and 8945 W. Russell Road, Suite 204 Las Vegas NV 89148 Sforbes@ag.nv.gov
New York	28 Liberty St. New York, NY 10005 joseph.mueller@ag.ny.gov clark.russell@ag.ny.gov
Ohio	1 Government Center 640 Jackson St., Suite 1340 Toledo, Ohio 43604 Timothy.Effler@OhioAGO.gov
Oklahoma	313 NE 21st St. Oklahoma City, OK 73105 Malisa.McPherson@oag.ok.gov

A-11

Oregon	Oregon Department of Justice Attn: Althea Cullen, AAG 100 SE Market Street Portland, OR 97201 Althea.d.cullen@doj.state.or.us
Pennsylvania	John Abel Assistant Director for Multistate and Special Litigation Pennsylvania Office of Attorney General 15th Floor, Strawberry Square Harrisburg, PA 17120 jabel@attorneygeneral.gov
Rhode Island	150 South Main St. Providence RI 02903 sprovazza@riag.ri.gov
South Carolina	P.O. Box 11549 Columbia, SC 29211 rhartner@scag.gov
South Dakota	1302 E. Hwy 14, Suite 1 Pierre, SD 57501 Consumerhelp@state.sd.us
Tennessee	PO Box 20207 Nashville, TN 37202-0207 Kelley.groover@ag.tn.gov
Texas	PO Box 12548 (MC-010) Austin, Texas 78711 patrick.abernethy@oag.texas.gov
Utah	160 East 300 South, 5th Floor PO Box 140872 Salt Lake City, UT 84114-0872 kmclean@agutah.gov
Virginia	202 N. 9th St. Richmond, VA 23219 jscott@oag.state.va.us
Vermont	109 State St. Montpelier, VT 05609 james.layman@vermont.gov

A-12

Washington	Mina Shahin Washington State Attorney General’s Office 800 Fifth Ave, Suite 200 Seattle, WA 98104 mina.shahin@atg.wa.gov
Wisconsin	17 West Main Street, PO Box 7857 Madison WI 53707 myszkowskiga@doj.state.wi.us
West Virginia	PO Box 1789 Charleston, WV 25326 Ann.L.Haight@wvago.gov
Wyoming	2320 Capitol Avenue Cheyenne, WY 82002 william.young@wyo.gov and 109 State Capitol Cheyenne, WY 82002 misha.westby@wyo.gov

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Appendix C – Preliminary State Percentages of Covered Consumers

State	Number of Covered Consumers	Percentage of Covered Consumers
AK	14,135	0.32
AL	53,656	1.20
AR	34,487	0.77
AZ	100,213	2.24
CA	371,403	8.30
CO	82,967	1.85
CT	39,078	0.87
DC	9,356	0.21
DE	13,247	0.30
FL	335,246	7.50
GA	134,480	3.01
HI	14,521	0.32
IA	33,167	0.74
ID	27,237	0.61
IL	133,990	3.00
IN	94,163	2.11
KS	38,075	0.85
KY	54,406	1.22
LA	55,578	1.24
MA	75,091	1.68
MD	66,669	1.49
ME	22,650	0.51
MI	115,565	2.58
MN	60,322	1.35
MO	81,427	1.82
MS	35,053	0.78
MT	16,072	0.36
NC	139,028	3.11
ND	9,270	0.21
NE	25,780	0.58
NH	22,074	0.49
NJ	70,164	1.57
NM	28,535	0.64
NV	49,883	1.12
NY	176,712	3.95
OH	163,367	3.65
OK	52,399	1.17
OR	68,253	1.53
PA	158,779	3.55

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RI	13,577	0.30
SC	67,238	1.50
SD	13,455	0.30
TN	111,658	2.50
TX	465,793	10.41
UT	44,289	0.99
VA	111,613	2.50
VT	9,361	0.21
WA	121,102	2.71
WI	76,682	1.71
WV	23,533	0.53
WY	8,790	0.20
Other*	329,199	7.36
Totals	4,472,788	100.00

* The “Other” category includes Covered Consumers for whom there currently is no information available on their state affiliation and consumers in U.S. territories and foreign countries, including U.S. military mail codes.

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EX-10.37

Exhibit 10.37

Schedule Identifying Substantially Similar Agreements to Exhibit 10.36

Intuit Inc. entered into certain agreements with the attorneys general of the 50 states and the District of Columbia, each dated on or about May 4, 2022, as listed below, admitting no wrongdoing, that resolved their inquiries related to Intuit’s advertising practices for free tax preparation agreements. The documents listed below are substantially identical in all material respects to the Assurance of Voluntary Compliance, dated May 4, 2022, by and between Intuit Inc. and the Attorney General of the State of New York, filed as Exhibit 10.36 to this Annual Report on Form 10-K, except for jurisdiction-specific (i) references to statutes and regulations that relate to the inquiries and (ii) technical and administrative requirements, such as the authority to execute and enforce the agreement and operation of unclaimed funds.

(1)Assurance of Voluntary Compliance by and between the Attorney General of the State of Alabama and Intuit Inc.

(2)Assurance of Voluntary Compliance by and between the Attorney General of the State of Alaska and Intuit Inc.

(3)Assurance of Discontinuance by and between the Attorney General of the State of Arizona and Intuit Inc.

(4)Assurance of Voluntary Compliance by and between the Attorney General of the State of Arkansas and Intuit Inc.

(5)Final Judgment and Permanent Injunction entered from the Superior Court of the State of California County of Los Angeles in People v. Intuit Inc.

(6)Assurance of Voluntary Compliance by and between the Attorney General of the State of Colorado and Intuit Inc.

(7)Assurance of Voluntary Compliance by and between the Attorney General of the State of Connecticut, the Commissioner of Consumer Protection of the State of Connecticut, and Intuit Inc.

(8)Assurance of Voluntary Compliance by and between the Attorney General of the State of Delaware and Intuit Inc.

(9)Assurance of Voluntary Compliance by and between the Attorney General of the State of Florida and Intuit Inc.

(10)Assurance of Voluntary Compliance by and between the Attorney General of the State of Georgia and Intuit Inc.

(11)Assurance of Voluntary Compliance by and between the Executive Director of the State of Hawaii Office of Consumer Protection and Intuit Inc.

(12)Assurance of Voluntary Compliance by and between the Attorney General of the State of Idaho and Intuit Inc.

(13)Assurance of Voluntary Compliance by and between the Attorney General of the State of Illinois and Intuit Inc.

(14)Assurance of Voluntary Compliance by and between the Attorney General of the State of Indiana and Intuit Inc.

(15)Assurance of Voluntary Compliance by and between the Attorney General of the State of Iowa and Intuit Inc.

Exhibit 10.37

(16)Assurance of Voluntary Compliance by and between the Attorney General of the State of Kansas and Intuit Inc.

(17)Assurance of Voluntary Compliance by and between the Attorney General of the Commonwealth of Kentucky and Intuit Inc.

(18)Assurance of Voluntary Compliance by and between the Attorney General of the State of Louisiana and Intuit Inc.

(19)Assurance of Discontinuance by and between the Attorney General of the State of Maine and Intuit Inc.

(20)Assurance of Voluntary Compliance by and between the Attorney General of the State of Maryland and Intuit Inc.

(21)Assurance of Discontinuance by and between the Attorney General of the Commonwealth of Massachusetts and Intuit Inc.

(22)Assurance of Voluntary Compliance by and between the Attorney General of the State of Michigan and Intuit Inc.

(23)Assurance of Discontinuance by and between the Attorney General of the State of Minnesota and Intuit Inc.

(24)Assurance of Voluntary Compliance by and between the Attorney General of the State of Mississippi and Intuit Inc.

(25)Assurance of Voluntary Compliance by and between the Attorney General of the State of Missouri and Intuit Inc.

(26)Assurance of Voluntary Compliance by and between the Attorney General of the State of Montana and Intuit Inc.

(27)Assurance of Voluntary Compliance by and between the Attorney General of the State of Nebraska and Intuit Inc.

(28)Assurance of Voluntary Compliance by and between the Attorney General of the State of Nevada and Intuit Inc.

(29)Assurance of Voluntary Compliance by and between the Attorney General of the State of New Hampshire and Intuit Inc.

(30)Assurance of Voluntary Compliance by and between the Acting Attorney General of the State of New Jersey, the New Jersey Division of Consumer Affairs, and Intuit Inc.

(31)Assurance of Discontinuance by and between the Attorney General of the State of New Mexico and Intuit Inc.

(32)Assurance of Voluntary Compliance by and between the Attorney General of the State of North Carolina and Intuit Inc.

(33)Assurance of Voluntary Compliance by and between the Attorney General of the State of North Dakota and Intuit Inc.

(34)Assurance of Voluntary Compliance by and between the Attorney General of the State of Ohio and Intuit Inc.

(35)Assurance of Voluntary Compliance by and between the Attorney General of the State of Oklahoma and Intuit Inc.

(36)Assurance of Voluntary Compliance by and between the Attorney General of the State of Oregon and Intuit Inc.

(37)Assurance of Voluntary Compliance by and between the Attorney General of the Commonwealth of Pennsylvania and Intuit Inc.

Exhibit 10.37

(38)Assurance of Voluntary Compliance by and between the Attorney General of the State of Rhode Island and Intuit Inc.

(39)Assurance of Voluntary Compliance by and between the Attorney General of the State of South Carolina and Intuit Inc.

(40)Assurance of Voluntary Compliance by and between the Attorney General of the State of South Dakota and Intuit Inc.

(41)Assurance of Voluntary Compliance by and between the Attorney General of the State of Tennessee and Intuit Inc.

(42)Assurance of Voluntary Compliance by and between the Attorney General of the State of Texas and Intuit Inc.

(43)Assurance of Voluntary Compliance by and between the Counsel for the State of Utah Division of Consumer Protection and Intuit Inc.

(44)Assurance of Voluntary Compliance by and between the Attorney General of the State of Vermont and Intuit Inc.

(45)Assurance of Voluntary Compliance by and between the Attorney General of the Commonwealth of Virginia and Intuit Inc.

(46)Assurance of Discontinuance by and between the Attorney General of the State of Washington and Intuit Inc.

(47)Assurance of Voluntary Compliance by and between the Attorney General of the State of West Virginia and Intuit Inc.

(48)Assurance of Voluntary Compliance by and between the Attorney General of the State of Wisconsin and Intuit Inc.

(49)Assurance of Voluntary Compliance by and between the Attorney General of the State of Wyoming and Intuit Inc.

(50)Assurance of Voluntary Compliance by and between the Attorney General of the District of Columbia and Intuit Inc.

EX-21.01

                                                Exhibit 21.01

INTUIT INC.

Subsidiaries as of August 1, 2022

Entity	Formation
Acorns Trading Pty Ltd	Australia
Applatix, Inc.	Delaware
CBS Employer Services, Inc.	Texas
Chatitive, Inc.	Delaware
Computing Resources, Inc.	Nevada
Courier Holdings Ltd	United Kingdom
CK Progress, Inc.	Delaware
Credit Karma, LLC	Delaware
Credit Karma Mortgage, Inc.	Delaware
Credit Karma Offers, Inc.	Delaware
Credit Karma UK Ltd.	United Kingdom
Credit Karma Technologies, Ltd.	Canada
Electronic Clearing House, LLC	Delaware
Exactor, Inc.	Delaware
Exactor (Canada) Inc.	Pennsylvania
Global Karma, Inc.	Delaware
IFI Borrower SPV I, LLC	Delaware
IFI Borrower SPV II, LLC	Delaware
ImVision Software Technologies Ltd	Israel
Intuit Australia Pty Limited	Australia
Intuit Brasil Servicos de Informatica Ltda.	Brazil
Intuit Canada ULC / Entreprises Intuit Canada ULC	Canada
Intuit (Check) Software Ltd.	Israel
Intuit Consumer Group LLC.	California
Intuit Do-It-Yourself Payroll	California
Intuit Financing Inc.	Delaware
Intuit France SAS	France
Intuit India Product Development Centre Private Ltd.	India
Intuit India Software Solutions Private Limited	India
Intuit India Technology and Services LLP	India
Intuit Insurance Services Inc.	California
Intuit Limited	United Kingdom
Intuit Mint Bills, Inc.	Delaware
Intuit Mint Bills Payments, Inc.	Delaware
Intuit Mortgage Inc.	Delaware
Intuit Payment Solutions, LLC	California
Intuit Payments Inc.	Delaware
Intuit Payroll Holding, LLC	Delaware
Intuit Payroll Services, LLC	Delaware
Intuit Quickbooks Mexico, Sociedad de Responsabilidad Limitada de Capital Variable	Mexico
Intuit Sales Tax LLC	Delaware

                                                Exhibit 21.01

Intuit Singapore Pte. Limited	Singapore
Intuit TT Offerings Inc.	Delaware
Karma Insurance Services, LLC	California
Lacerte Software Corporation	Delaware
Lion’s Partners, LLC	Delaware
Maple Leaf Meerkat, LLC	Delaware
Mint Software Inc.	Delaware
OneSaas Integrations Pty Ltd	Australia
OneSaas Services SRL (Romania)	Romania
Origami Logic Inc.	Delaware
Origami Logic Ltd.	Israel
Origami Logic (Thailand) Co., Ltd	Thailand
PayCycle, Inc.	Delaware
Payroll Solution, Inc.	Texas
Reaction Commerce, LLC	Delaware
RSG Canada Holdings LLC	Georgia
RSG Europe Holding LLC	Georgia
RSG LS LLC	Georgia
RSG North America LLC	Georgia
RSG Software Canada ULC	Canada
RSG Software UK Ltd	United Kingdom
SAWA Labs LLC	Delaware
Squire Inc.	Pennsylvania
T-Jar Inc.	Pennsylvania
The Rocket Science Group LLC	Georgia
TradeGecko Pte Ltd	Singapore
TSheets Holdco Inc.	Delaware
TSheets.com, LLC	Delaware

EX-23.01

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statements (Form S-8 Nos. 333-121170, 333-130453, 333-148112, and 333-156205) pertaining to the Intuit Inc. 2005 Equity Incentive Plan,

(2)Registration Statements (Form S-8 Nos. 333-139452 and 333-163728) pertaining to the Intuit Inc. 2005 Equity Incentive Plan and Intuit Inc. Employee Stock Purchase Plan,

(3)Registration Statements (Form S-8 Nos. 333-171768, 333-193551, and 333-215639) pertaining to the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan,

(4)Registration Statements (Form S-8 Nos. 333-179110 and 333-201671) pertaining to the Intuit Inc. Employee Stock Purchase Plan,

(5)Registration Statement (Form S-8 No. 333-161044) pertaining to the PayCycle, Inc. 1999 Equity Incentive Plan,

(6)Registration Statement (Form S-8 No. 333-163145) pertaining to the Mint Software Inc. Third Amended and Restated 2006 Stock Plan,

(7)Registration Statement (Form S-8 No. 333-181732) pertaining to the Demandforce, Inc. 2007 Equity Incentive Plan,

(8)Registration Statement (Form S-8 No. 333-193184) pertaining to the Docstoc Inc. 2007 Stock Plan,

(9)Registration Statement (Form S-8 No. 333-197082) pertaining to the Check Inc. Second Restated 2007 Stock Option Incentive Plan and Netgate Software Ltd. Israeli Sub-Plan to the Check Inc. Second Restated 2007 Stock Option Incentive Plan,

(10)Registration Statement (Form S-8 No. 333-201426) pertaining to the Acrede Technology Group Holdings Limited 2014 Equity Incentive Plan,

(11)Registration Statement (Form S-8 No. 333-202214) pertaining to the Porticor Ltd. 2015 Incentive Plan,

(12)Registration Statement (Form S-8 No. 333-251096) pertaining to the Credit Karma, Inc. 2015 Equity Incentive Plan,

(13)Registration Statements (Form S-3 Nos. 333-50417, 333-63739, 333-54610, 333-192130, and 333-239397) of Intuit Inc., and

(14)Registration Statements (Form S-4 Nos. 333-71097 and 333-237944) of Intuit Inc.;

of our reports dated September 2, 2022, with respect to the consolidated financial statements and schedule of Intuit Inc. and the effectiveness of internal control over financial reporting of Intuit Inc. included in this Annual Report (Form 10-K) of Intuit Inc. for the year ended July 31, 2022.

/s/ Ernst & Young LLP

San Jose, California

September 2, 2022

EX-31.01

Exhibit 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Sasan K. Goodarzi, certify that:

1.I have reviewed this annual report on Form 10-K of Intuit Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 2, 2022

By: /s/ SASAN K. GOODARZI

Sasan K. Goodarzi

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.02

Exhibit 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michelle M. Clatterbuck, certify that:

1.I have reviewed this annual report on Form 10-K of Intuit Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 2, 2022

By: /s/ Michelle M. Clatterbuck

Michelle M. Clatterbuck

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.01

EXHIBIT 32.01

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section

1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Intuit Inc. (the “Company”) on Form 10-K for the year ended July 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Sasan K. Goodarzi, President and Chief Executive Officer of the Company, certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

•The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ SASAN K. GOODARZI
Sasan K. Goodarzi
President and Chief Executive Officer
(Principal Executive Officer)
Date:	September 2, 2022

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

EXHIBIT 32.02

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section

1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Intuit Inc. (the “Company”) on Form 10-K for the year ended July 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michelle M. Clatterbuck, Executive Vice President and Chief Financial Officer of the Company, certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

•The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHELLE M. CLATTERBUCK
Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date:	September 2, 2022

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - USD ($) $ in Billions	12 Months Ended
	Jul. 31, 2022	Aug. 26, 2022	Jan. 31, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jul. 31, 2022
Current Fiscal Year End Date	--07-31
Document Transition Report	false
Entity File Number	0-21180
Entity Registrant Name	INTUIT INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0034661
Entity Address, Address Line One	2700 Coast Avenue
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	650
Local Phone Number	944-6000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	INTU
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 152.8
Entity Common Stock, Shares Outstanding		281,869,879
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on January 19, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0000896878
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Audit Information	12 Months Ended
	Jul. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	San Jose, California

XML

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Net revenue:
Net revenue:	$ 12,726	$ 9,633	$ 7,679
Cost of revenue:
Amortization of acquired technology	140	50	22
Selling and marketing	3,526	2,644	2,048
Research and development	2,347	1,678	1,392
General and administrative	1,460	982	679
Amortization of other acquired intangible assets	416	146	6
Total costs and expenses	10,155	7,133	5,503
Operating income	2,571	2,500	2,176
Interest expense	(81)	(29)	(14)
Interest and other income, net	52	85	36
Income before income taxes	2,542	2,556	2,198
Income tax provision	476	494	372
Net income	$ 2,066	$ 2,062	$ 1,826
Basic net income per share (in dollars per share)	$ 7.38	$ 7.65	$ 6.99
Shares used in basic per share calculations (in shares)	280	270	261
Diluted net income per share (in dollars per share)	$ 7.28	$ 7.56	$ 6.92
Shares used in diluted per share calculations (in shares)	284	273	264
Cash dividends declared per common share (in dollars per share)	$ 2.72	$ 2.36	$ 2.12
Product
Net revenue:
Net revenue:	$ 1,747	$ 1,698	$ 1,635
Cost of revenue:
Cost of Goods and Services Sold	69	69	72
Service and other
Net revenue:
Net revenue:	10,979	7,935	6,044
Cost of revenue:
Cost of Goods and Services Sold	$ 2,197	$ 1,564	$ 1,284

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 2,066	$ 2,062	$ 1,826
Other comprehensive income (loss), net of income taxes:
Unrealized gain (loss) on available-for-sale debt securities	(10)	(3)	5
Foreign currency translation gain (loss)	(26)	11	(1)
Total other comprehensive income (loss), net	(36)	8	4
Comprehensive income	$ 2,030	$ 2,070	$ 1,830

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,796	$ 2,562
Investments	485	1,308
Accounts receivable, net of allowance for doubtful accounts of $31 and $96	446	391
Notes receivable	509	132
Income taxes receivable	93	123
Prepaid expenses and other current assets	287	184
Current assets before funds receivable and amounts held for customers	4,616	4,700
Funds receivable and amounts held for customers	431	457
Total current assets	5,047	5,157
Long-term investments	98	43
Property and equipment, net	888	780
Operating lease right-of-use assets	549	380
Goodwill	13,736	5,613
Acquired intangible assets, net	7,061	3,252
Long-term deferred income tax assets	11	8
Other assets	344	283
Total assets	27,734	15,516
Current liabilities:
Short-term debt	499	0
Accounts payable	737	623
Accrued compensation and related liabilities	576	530
Deferred revenue	808	684
Other current liabilities	579	361
Current liabilities before funds payable and amounts due to customers	3,199	2,198
Funds payable and amounts due to customers	431	457
Total current liabilities	3,630	2,655
Long-term debt	6,415	2,034
Long-term deferred income tax liabilities	619	525
Operating lease liabilities	542	380
Other long-term obligations	87	53
Total liabilities	11,293	5,647
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value Authorized - 1,345 shares total; 145 shares designated Series A; 250 shares designated Series B Junior Participating Issued and outstanding - None	0	0
Common stock, $0.01 par value Authorized - 750,000 shares Outstanding - 281,932 shares at July 31, 2022 and 273,235 shares at July 31, 2021	3	3
Additional paid-in capital	17,722	10,545
Treasury stock, at cost	(14,805)	(12,951)
Accumulated other comprehensive loss	(60)	(24)
Retained earnings	13,581	12,296
Total stockholders’ equity	16,441	9,869
Total liabilities and stockholders’ equity	$ 27,734	$ 15,516

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Allowance for doubtful accounts	$ 31	$ 96
Preferred stock, $0.01 par value Authorized - 1,345 shares total; 145 shares designated Series A; 250 shares designated Series B Junior Participating Issued and outstanding - None
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,345,000	1,345,000
Common stock, $0.01 par value Authorized - 750,000 shares Outstanding - 281,932 shares at July 31, 2022 and 273,235 shares at July 31, 2021
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares, outstanding (in shares)	281,932,000	273,235,000
Series A Preferred Stock
Preferred stock, $0.01 par value Authorized - 1,345 shares total; 145 shares designated Series A; 250 shares designated Series B Junior Participating Issued and outstanding - None
Preferred stock, shares authorized (in shares)	145,000	145,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series B Preferred Stock
Preferred stock, $0.01 par value Authorized - 1,345 shares total; 145 shares designated Series A; 250 shares designated Series B Junior Participating Issued and outstanding - None
Preferred stock, shares authorized (in shares)	250,000	250,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Retained Earnings
Beginning balance (in shares) at Jul. 31, 2019		260,180
Beginning balance at Jul. 31, 2019	$ 3,749	$ 3	$ 5,772	$ (11,611)	$ (36)	$ 9,621
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	1,830				4	1,826
Issuance of stock under employee stock plans, net of shares withheld for employee taxes (in shares)		2,736
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	(31)		(31)
Stock repurchases under stock repurchase programs (in shares)		(1,176)
Stock repurchases under stock repurchase programs	(318)			(318)
Dividends and dividend rights declared	(562)					(562)
Share-based compensation expense	438		438
Issuance of common stock in business combinations	0
Ending balance (in shares) at Jul. 31, 2020		261,740
Ending balance at Jul. 31, 2020	5,106	$ 3	6,179	(11,929)	(32)	10,885
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	2,070				8	2,062
Issuance of stock under employee stock plans, net of shares withheld for employee taxes (in shares)		2,593
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	(187)		(187)
Stock repurchases under stock repurchase programs (in shares)		(2,422)
Stock repurchases under stock repurchase programs	(1,022)			(1,022)
Dividends and dividend rights declared	(651)					(651)
Share-based compensation expense	755		755
Issuance of stock in business combination (in shares)		11,324
Issuance of common stock in business combinations	$ 3,798		3,798
Ending balance (in shares) at Jul. 31, 2021	273,235	273,235
Ending balance at Jul. 31, 2021	$ 9,869	$ 3	10,545	(12,951)	(24)	12,296
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income	2,030				(36)	2,066
Issuance of stock under employee stock plans, net of shares withheld for employee taxes (in shares)		2,361
Issuance of stock under employee stock plans, net of shares withheld for employee taxes	(448)		(448)
Stock repurchases under stock repurchase programs (in shares)		(3,754)
Stock repurchases under stock repurchase programs	(1,854)			(1,854)
Dividends and dividend rights declared	(781)					(781)
Share-based compensation expense	1,309		1,309
Issuance of stock in business combination (in shares)		10,090
Issuance of common stock in business combinations	$ 6,316		6,316
Ending balance (in shares) at Jul. 31, 2022	281,932	281,932
Ending balance at Jul. 31, 2022	$ 16,441	$ 3	$ 17,722	$ (14,805)	$ (60)	$ 13,581

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Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (in dollars per share)	$ 2.72	$ 2.36	$ 2.12

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Cash flows from operating activities:
Net income	$ 2,066	$ 2,062	$ 1,826
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	187	166	189
Amortization of acquired intangible assets	559	197	29
Non-cash operating lease cost	83	62	60
Share-based compensation expense	1,308	753	435
Deferred income taxes	120	(42)	(179)
Other	2	(39)	6
Total adjustments	2,259	1,097	540
Originations of loans held for sale	0	(41)	(566)
Sale and principal payments of loans held for sale	0	143	482
Changes in operating assets and liabilities:
Accounts receivable	(31)	(104)	(59)
Income taxes receivable	29	(51)	53
Prepaid expenses and other assets	(121)	30	(31)
Accounts payable	(95)	206	33
Accrued compensation and related liabilities	(357)	(70)	100
Deferred revenue	71	22	38
Operating lease liabilities	(83)	(66)	(61)
Other liabilities	151	22	59
Total changes in operating assets and liabilities	(436)	(11)	132
Net cash provided by operating activities	3,889	3,250	2,414
Cash flows from investing activities:
Purchases of corporate and customer fund investments	(830)	(1,489)	(701)
Sales of corporate and customer fund investments	1,524	229	130
Maturities of corporate and customer fund investments	234	550	596
Purchases of property and equipment	(157)	(53)	(59)
Capitalization of internal use software	(72)	(72)	(78)
Acquisitions of businesses, net of cash acquired	(5,682)	(3,064)	0
Originations of term loans to small businesses	(933)	(232)	(243)
Principal repayments of term loans from small businesses	519	136	287
Other	(24)	30	(29)
Net cash used in investing activities	(5,421)	(3,965)	(97)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	4,700	0	1,983
Proceeds from borrowings under unsecured revolving credit facility	0	0	1,000
Repayments on borrowings under unsecured revolving credit facility	0	(1,000)	0
Proceeds from borrowings under secured revolving credit facility	182	0	0
Repayment of debt	0	(338)	(50)
Proceeds from issuance of stock under employee stock plans	162	196	211
Payments for employee taxes withheld upon vesting of restricted stock units	(611)	(383)	(244)
Cash paid for purchases of treasury stock	(1,861)	(1,005)	(323)
Dividends and dividend rights paid	(774)	(646)	(561)
Net change in funds receivable and funds payable and amounts due to customers	(56)	2	19
Other	(10)	(2)	(1)
Net cash provided by (used in) financing activities	1,732	(3,176)	2,034
Effect of exchange rates on cash, cash equivalents, restricted cash, and restricted cash equivalents	(22)	13	(6)
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents	178	(3,878)	4,345
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	2,819	6,697	2,352
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	2,997	2,819	6,697
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	2,796	2,562	6,442
Restricted cash and restricted cash equivalents included in funds receivable and amounts held for customers	201	257	255
Total cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	2,997	2,819	6,697
Supplemental disclosure of cash flow information:
Interest paid	67	30	14
Income taxes paid	303	578	493
Supplemental schedule of non-cash investing activities:
Issuance of common stock in business combinations	$ 6,316	$ 3,798	$ 0

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Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Jul. 31, 2022

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Intuit helps consumers and small businesses prosper by delivering financial management and compliance products and services. We also provide specialized tax products to accounting professionals, who are key partners that help us serve small business customers.

Our global technology platform, which includes TurboTax, Credit Karma, QuickBooks, and Mailchimp, is designed to help consumers and small businesses manage their finances, save money, pay off debt and do their taxes. For those customers who run small businesses, we are focused on helping them find and keep customers, get paid faster, pay their employees, manage and get access to capital, and ensure that their books are done right. ProSeries and Lacerte are our leading tax preparation offerings for professional accountants. Incorporated in 1984 and headquartered in Mountain View, California, we sell our products and services primarily in the United States.

Basis of Presentation

These consolidated financial statements include the financial statements of Intuit and its wholly owned subsidiaries. We have eliminated all significant intercompany balances and transactions in consolidation. We have reclassified certain immaterial amounts previously reported in our financial statements to conform to the current presentation.

We acquired Credit Karma on December 3, 2020. We have included the results of operations for Credit Karma in our consolidated statements of operations from the date of acquisition. Credit Karma operates as a separate reportable segment. See Note 15, "Segment Information," for more information.

We acquired Mailchimp on November 1, 2021. We have included the results of operations for Mailchimp in our consolidated statements of operations from the date of acquisition. Mailchimp is part of our Small Business & Self-Employed segment. See Note 7, “Business Combinations,” for more information.

On August 1 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants. See Note 15, "Segment Information," for more information.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. See Note 15, "Segment Information," for more information.

Seasonality

Our Consumer and ProConnect offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically concentrated in the period from November through April. This seasonal pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

In fiscal 2022, the IRS began accepting returns on January 24, 2022, and the tax filing deadline was April 18, 2022. However, in fiscal 2021, the IRS began accepting returns on February 12, 2021, and the tax filing deadline was May 17, 2021. In fiscal 2020, the IRS began accepting returns on January 27, 2020, and the tax filing deadline was July 15, 2020. As a result of the extensions of the tax filing deadlines in 2021 and 2020, a significant amount of our fiscal 2021 and 2020 Consumer segment and ProConnect segment revenues were recognized in the fourth quarter as compared to the third quarter of fiscal 2022.

Use of Estimates

In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP), we make certain judgments, estimates, and assumptions that affect the amounts reported in our financial statements and the disclosures made in the accompanying notes. For example, we use judgments and estimates in determining how revenue should be recognized. These judgments and estimates include identifying performance obligations, determining if the performance obligations are distinct, determining the standalone sales price (SSP) and timing of revenue recognition for each distinct performance obligation, and estimating variable consideration to be included in the transaction price. We use estimates in determining the collectibility of accounts receivable and notes receivable, the appropriate levels of various accruals including accruals for litigation contingencies, the discount rate used to calculate lease liabilities, the amount of our worldwide tax provision, the realizability of deferred tax assets, the credit losses of available-for-sale debt securities, reserves for losses, and the fair value of assets acquired and liabilities assumed for business combinations. We also use estimates in determining the remaining economic lives and fair values of acquired intangible assets, property and equipment, and other

long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. Additionally, in the context of the ongoing global COVID-19 pandemic, while there has been no material impact on our estimates to date, in future periods, facts and circumstances could change and impact our estimates.

Revenue Recognition

We derive revenue from the sale of software subscriptions, hosted services, payroll services, merchant payment processing services, packaged software products, live expert advice, financing for small businesses, delivery of qualified links, financial supplies and hardware. We enter into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.

Nature of Products and Services

Online Offerings

Our online offerings include TurboTax Online and TurboTax Live, ProConnect Tax Online, QuickBooks Online, online payroll, and merchant payment processing services for small businesses who use our online offerings. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

These online offerings provide customers with the right to use the hosted software over the contract period without taking possession of the software and are billed on either a subscription or consumption basis. Revenue related to our online offerings that are billed on a subscription basis is recognized ratably over the contract period. Revenue related to online offerings that are billed on a consumption basis, is recognized when the customer consumes the related service.

Desktop Offerings

Our desktop offerings consist of our QuickBooks Desktop products, which include both software subscriptions and packaged software products, our consumer and professional tax desktop products, which include TurboTax, Lacerte and ProSeries, our desktop payroll products, and merchant payment processing services for small businesses who use our desktop offerings.

Our QuickBooks Desktop software subscriptions include a term software license, version protection, enhancements, support and various connected services. We recognize revenue for the software license and version protection at the time they are delivered and recognize revenue for support and connected services over the subscription term as the services are provided. We have determined that the enhancements included in our QuickBooks Desktop software subscriptions are immaterial within the context of the contract. In the first quarter of fiscal 2022, we discontinued our QuickBooks Desktop packaged software

products and now sell predominantly on a subscription basis.

Our QuickBooks Desktop packaged software products include a perpetual software license as well as enhancements and connected services. We recognize revenue for our QuickBooks Desktop packaged software products at the time the software license is delivered. We have determined that the enhancements and connected services included in our QuickBooks Desktop packaged software products are immaterial within the context of the contract.

Our consumer and professional tax packaged desktop software products include an on-premise tax software license, related tax form updates, electronic filing service and connected services. We recognize revenue for the software license and related tax form updates, as one performance obligation, over the period the forms and updates are delivered. We recognize revenue for our electronic filings service and connected services as those services are provided.

We also sell some of our QuickBooks Desktop packaged software products and consumer tax packaged desktop software products in non-consignment and consignment arrangements to certain retailers. For these retailers, we begin recognizing revenue at the later of when control has transferred to the retailer or customer, or upon activation of the software subscriptions by the customer.

Our desktop payroll products are sold as software subscriptions and include a term software license with a stand-ready obligation to maintain compliance with current payroll tax laws, support and connected services. The term software license and stand-ready obligation to maintain compliance with current payroll tax laws is considered one performance obligation. Each of the performance obligations is considered distinct and control is transferred to the customer over the subscription term. As a result, revenue is recognized ratably over the subscription term as services are provided.

We offer merchant payment processing services as a separately paid connected service for our QuickBooks Desktop packaged software products and software subscriptions, and revenue is recognized as the services are provided to the customers.

Other Solutions

Revenue from our Credit Karma segment is primarily comprised of revenue from the delivery of qualified links that result in completed actions, or cost-per-action transactions. Credit Karma also generates revenue from cost-per-click and cost-per-lead

transactions. All revenue from our Credit Karma segment is included in service and other revenue on our consolidated statement of operations.

Cost-per-action revenue is earned based on a pre-determined fee for approved actions such as when credit cards are issued or when personal loans and other loans to businesses are funded. Revenue is recognized when a lead is generated that results in one of these approved actions.

Cost-per-click and cost-per-lead revenue is primarily related to mortgage and insurance businesses. Cost-per-click revenue is earned as users click on our customers' advertisements and is recognized based on the number of clicks recorded each month. Cost-per-lead revenue is earned via customer advertisements that allow the generation of leads from consumers interested in the advertised products and is recognized at the time a consumer request or lead is delivered to the customer.

Revenue from the sale of our financial supplies, such as printed check stock and hardware, such as retail point-of-sale equipment and credit card readers for mobile phones, is recognized when control is transferred to the customer which is generally when the products are shipped.

We also have revenue-sharing and royalty arrangements with third-party partners and recognize this revenue as earned based upon reporting provided to us by our partners. In instances where we do not have reporting from our partners, we estimate revenue based on information available to us at the time.

Product Revenue and Service and Other Revenue

Product revenue includes revenue from: QuickBooks Desktop software licenses and version protection; consumer and professional tax desktop licenses and the related form updates; desktop payroll licenses and related updates; and financial supplies.

Service and other revenue includes revenue from: our online offerings discussed above; our Credit Karma offerings; support, electronic filing services and connected services included with our desktop offerings; merchant payment processing services for our desktop offerings; and revenue-sharing and royalty arrangements.

We record revenue net of sales tax obligations. For payroll services, we generally require customers to remit payroll tax funds to us in advance of the payroll date via electronic funds transfer. We include in total net revenue the interest earned on these funds between the time that we collect them from customers and the time that we remit them to outside parties. Revenue for electronic payment processing services that we provide to merchants is recorded net of interchange fees charged by credit card associations.

Judgments and Estimates

Our contracts with customers often include promises to transfer multiple products and services to a customer. In determining how revenue should be recognized, a five-step process is used, which requires judgment and estimates. These judgments and estimates include identifying performance obligations in the contract, determining whether the performance obligations are distinct, determining the SSP for each distinct performance obligation, determining the timing of revenue recognition for distinct performance obligations and estimating the amount of variable consideration to include in the transaction price.

The functionality of the software licenses included in our consumer and professional tax and payroll desktop offerings is dependent on the related enhancements and updates included in these offerings. Judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the related updates and recognized over time.

Our contracts with customers include promises to transfer various products and services, which are generally capable of being distinct performance obligations. In many cases SSPs for distinct performance obligations are based on directly observable pricing. In instances where the SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs.

Our consumer and professional tax desktop products include an on-premise tax software license and related tax form updates that are recognized as the forms and updates are delivered. We measure progress towards complete satisfaction of the software license and related tax form updates using an output method based on the timing of when the tax forms are delivered.

We generally provide refunds to customers for product returns and subscription cancellations. We also provide promotional discounts and incentive rebates on retail and distribution sales. These refunds, discounts and incentive rebates are accounted for as variable consideration when estimating the amount of revenue to recognize. Refunds are estimated based on historical experience and current business and economic indicators and updated at the end of each reporting period as additional information becomes available to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Discounts and incentive rebates are estimated based on distributors' and retailers' performance against the terms and conditions of the rebate programs.

Deferred Revenue

We record deferred revenue when we have entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation. During the twelve months ended July 31, 2022, we recognized revenue of $684 million, that was included in deferred revenue at July 31, 2021. During the twelve months ended July 31, 2021, we recognized revenue of $652 million, that was included in deferred revenue at July 31, 2020.

Our performance obligations are generally satisfied within 12 months of the initial contract date. As of July 31, 2022 and 2021, the deferred revenue balance related to performance obligations that will be satisfied after 12 months was $6 million and $8 million, respectively, and is included in other long-term obligations on our consolidated balance sheets.

Assets Recognized from the Costs to Obtain a Contract with a Customer

Our internal sales commissions are considered incremental costs of obtaining the contract with a customer. Internal sales commissions for subscription offerings where we expect the benefit of those costs to continue longer than one year are capitalized and amortized ratably over the period of benefit, which ranges from three to four years. Total capitalized costs to obtain a contract are not significant and are included in prepaid expenses and other current assets and other assets on our consolidated balance sheets.

We apply a practical expedient to expense costs incurred to obtain a contract with a customer when the period of benefit is less than one year. These costs primarily include internal and external sales commissions for our consumer and professional tax offerings.

Shipping and Handling

We record the amounts we charge our customers for the shipping and handling of our software products as product revenue and we record the related costs as cost of product revenue in our consolidated statements of operations.

Customer Service and Technical Support

We include the costs of customer service and technical support associated with our online or hosted offerings in cost of service and other revenue line in our consolidated statements of operations. We also include the costs of providing technical support for our desktop offerings in cost of service and other revenue. We include the costs of customer service related to desktop offerings in selling and marketing expense in our consolidated statements of operations. Customer service and technical support costs include costs associated with performing order processing, answering customer inquiries by telephone and through websites, e-mail and other electronic means, and providing technical support assistance to customers. We expense the cost of providing this support as incurred.

Software Development Costs

We expense software development costs as we incur them until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. To date, our software has been available for general release concurrent with the establishment of technological feasibility and, accordingly, we have not capitalized any development costs. Costs we incur to enhance our existing products or after the general release of the service using the product are expensed in the period they are incurred and included in research and development expense in our consolidated statements of operations.

Internal Use Software

We capitalize costs related to development of hosted services that we provide to our customers and internal use of enterprise-level business and finance software in support of our operational needs. Costs incurred in the application development phase are capitalized and amortized on a straight-line basis over their useful lives, which are generally three to six years. Costs related to planning and other preliminary project activities and to post-implementation activities are expensed as incurred. We test these assets for impairment whenever events or changes in circumstances occur that could impact their recoverability.    

Advertising

We expense all advertising costs as we incur them to selling and marketing expense in our consolidated statements of operations. We recorded advertising expense of approximately $1.6 billion for the twelve months ended July 31, 2022, $1.1 billion for the twelve months ended July 31, 2021, and $778 million for the twelve months ended July 31, 2020.

Leases

Our leases are primarily operating leases for office facilities. We do not have significant finance leases. We determine if an arrangement is a lease and classify it as either a finance or operating lease at lease inception. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.

Operating lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate at the commencement date in determining the present value of future payments. Our incremental borrowing rate is determined based on a yield curve derived from publicly traded bond offerings for companies with similar credit ratings to us. Our lease terms may include options to purchase, extend or terminate the lease when it is reasonably certain that we will exercise that option. We account for the lease and non-lease components as a single lease component.

We measure ROU assets based on the corresponding lease liabilities adjusted for any initial direct costs and prepaid lease payments made to the lessor before or at the commencement date, net of lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are not included in the calculation of the ROU asset and lease liability and are recognized as lease expense is incurred. Our variable lease payments generally relate to amounts paid to lessors for common area maintenance under our real estate leases.

Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the ROU asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term.

Capitalization of Interest Expense

We capitalize interest on capital projects, including facilities build-out projects and internal use computer software projects. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. We amortize capitalized interest to depreciation expense using the straight-line method over the same lives as the related assets. Capitalized interest was not significant for any period presented.

Foreign Currency

The functional currencies of our international operating subsidiaries are generally the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate their revenue, costs and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our consolidated balance sheets. We include net gains and losses resulting from foreign exchange transactions in interest and other income in our consolidated statements of operations. Translation gains and losses and transaction gains and losses were not significant for any period presented.

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. We estimate our current tax liability and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be realized. To the extent we believe that realization is not likely, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an accounting period, we record a corresponding income tax expense in our consolidated statement of operations.

We review the need for a valuation allowance to reflect uncertainties about whether we will be able to utilize some of our deferred tax assets before they expire. The valuation allowance analysis is based on our estimates of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. While we have considered future taxable income in assessing the need for a valuation allowance for the periods presented, we could be required to record a valuation allowance to take into account additional deferred tax assets that we may be unable to realize. An increase in the valuation allowance would have an adverse impact, which could be material, on our income tax provision and net income in the period in which we record the increase.

We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate our uncertain tax positions on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.

A description of our accounting policies associated with tax-related contingencies and valuation allowances assumed as part of a business combination is provided under “Business Combinations” below.

Computation of Net Income Per Share

We compute basic net income per share using the weighted average number of common shares outstanding during the period. We compute diluted net income per share using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the shares issuable upon the exercise of stock options and upon the vesting of restricted stock units (RSUs) under the treasury stock method.

We include stock options with combined exercise prices and unrecognized compensation expense that are less than the average market price for our common stock, and RSUs with unrecognized compensation expense that is less than the average market price for our common stock, in the calculation of diluted net income per share. We exclude stock options with combined exercise prices and unrecognized compensation expense that are greater than the average market price for our common stock, and RSUs with unrecognized compensation expense that is greater than the average market price for our common stock, from the calculation of diluted net income per share because their effect is anti-dilutive. Under the treasury stock method, the amount that must be paid to exercise stock options and the amount of compensation expense for future service that we have not yet recognized for stock options and RSUs are assumed to be used to repurchase shares.

All of the RSUs we grant have dividend rights. Dividend rights are accumulated and paid when the underlying RSUs vest. Since the dividend rights are subject to the same vesting requirements as the underlying equity awards they are considered a contingent transfer of value. Consequently, the RSUs are not considered participating securities and we do not present them separately in earnings per share.

The following table presents the composition of shares used in the computation of basic and diluted net income per share for the periods indicated.

	Twelve Months Ended July 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator:
Net income	$	2,066	$	2,062	$	1,826
Denominator:
Shares used in basic per share amounts:
Weighted average common shares outstanding	280		270		261
Shares used in diluted per share amounts:
Weighted average common shares outstanding	280		270		261
Dilutive common equivalent shares from stock options and restricted stock awards	4		3		3
Dilutive weighted average common shares outstanding	284		273		264
Basic and diluted net income per share:
Basic net income per share	$	7.38	$	7.65	$	6.99
Diluted net income per share	$	7.28	$	7.56	$	6.92
Shares excluded from diluted net income per share:
Weighted average stock options and restricted stock units that have been excluded from dilutive common equivalent shares outstanding due to their anti-dilutive effect	1		—		—

Cash Equivalents and Investments

We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. In all periods presented, cash equivalents consist primarily of money market funds and time deposits. Investments consist primarily of investment-grade available-for-sale debt securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We use the specific identification method to compute gains and losses on investments. We record unrealized gains and losses on investments, net of tax, in accumulated other comprehensive income in the stockholders’ equity section of our consolidated balance sheets and reflect unrealized gain and loss activity in other comprehensive income on our consolidated statement of comprehensive income. We generally classify available-for-sale debt securities as current assets based upon our ability and intent to use any and all of these securities as necessary to satisfy the significant short-term liquidity requirements that may arise from the highly seasonal nature of our businesses. Because of our significant business seasonality, stock repurchase programs, and acquisition opportunities, cash flow requirements may fluctuate dramatically from quarter to quarter and require us to use a significant amount of the investments we hold as available-for-sale.

Accounts Receivable and Allowances for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for credit losses. In determining the amount of the allowance, we consider our historical level of credit losses, current economic trends that might impact the level of future credit losses, customer-specific information, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. We make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. When we determine that amounts are uncollectible we write them off against the allowance.

Funds Receivable and Amounts Held for Customers and Funds Payable and Amounts Due to Customers

Funds receivable and amounts held for customers represents funds receivable from third-party payment processors for customer transactions and cash held on behalf of our customers that is invested in cash and cash equivalents and investment-grade available-for-sale debt securities, restricted for use solely for the purpose of satisfying amounts we owe on behalf of our customers. Funds payable and amounts due to customers consist of amounts we owe on behalf of our customers, such as direct deposit payroll funds and payroll taxes.

Property and Equipment

Property and equipment is stated at the lower of cost or realizable value, net of accumulated depreciation. We calculate depreciation using the straight-line method over the estimated useful lives of the assets, which range from two to 30 years. We amortize leasehold improvements using the straight-line method over the lesser of their estimated useful lives or remaining lease terms. We include the amortization of assets that are recorded under finance leases in depreciation expense. We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did not record any significant property or equipment impairment charges during the twelve months ended July 31, 2022, 2021, or 2020.

Business Combinations

The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination).

Under the acquisition method of accounting we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to general and administrative expense as they are incurred. Under the acquisition method we also account for acquired company restructuring activities that we initiate separately from the business combination.

Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that

we determine to be significant retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense.

Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. This accounting applies to all of our acquisitions regardless of acquisition date.

Goodwill, Acquired Intangible Assets and Other Long-Lived Assets

Goodwill

We record goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but we test them for impairment annually during our fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable.

In accordance with authoritative guidance, we define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We consider and use all valuation methods that are appropriate in estimating the fair value of our reporting units and generally use a weighted combination of income and market approaches. Under the income approach, we estimate the fair value of each reporting unit based on the present value of future cash flows. We use a number of assumptions in our discounted cash flow model, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. Under the market approach, we estimate the fair value of each reporting unit based on market multiples of revenue, operating income, and earnings for comparable publicly traded companies engaged in similar businesses. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired.

If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of the unit, we would record an impairment loss equal to the difference. We recorded no goodwill impairment charges for the twelve months ended July 31, 2022, 2021 or 2020.

Acquired Intangible Assets and Other Long-Lived Assets

We generally record acquired intangible assets that have finite useful lives, such as purchased technology, in connection with business combinations. We amortize the cost of acquired intangible assets on a straight-line basis over their estimated useful lives, which range from two to fifteen years. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. We estimate the recoverability of these assets by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. We estimate the fair value of assets that have finite useful lives based on the present value of future cash flows for those assets. If the carrying value of an asset with a finite life exceeds its estimated fair value, we would record an impairment loss equal to the difference. Impairment charges for acquired intangible assets and other long-lived assets were not significant for the twelve months ended July 31, 2022, 2021 or 2020.

Share-Based Compensation Plans

We estimate the fair value of stock options granted using a lattice binomial model and a multiple option award approach. We amortize the fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

RSUs granted typically vest based on continued service. We value these time-based RSUs at the date of grant using the intrinsic value method. We amortize the fair value of time-based RSUs on a straight-line basis over the service period. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based RSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria would be met. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust our estimate of the fair value of the performance-based RSUs if necessary. We amortize the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. We estimate the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly

with the performance of the specified market criteria. All of the RSUs we grant have dividend rights that are subject to the same vesting requirements as the underlying equity awards, so we do not adjust the intrinsic (market) value of our RSUs for dividends.

See Note 12, “Stockholders’ Equity,” for a description of our share-based compensation plans and more information on the assumptions we use to calculate the fair value of share-based compensation.

Concentration of Credit Risk and Significant Customers and Suppliers

We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

We are also subject to risks related to changes in the value of our significant balance of investments. Our portfolio of investments consists of investment-grade securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We sell a portion of our products through third-party retailers and distributors. As a result, we face risks related to the collectibility of our accounts receivable. To appropriately manage this risk, we perform ongoing evaluations of customer credit and limit the amount of credit extended as we deem appropriate, but generally do not require collateral. We maintain reserves for estimated credit losses and these losses have historically been within our expectations. However, since we cannot predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. No customer accounted for 10% or more of total net revenue for the twelve months ended July 31, 2022, 2021 or 2020, nor did any customer account for 10% or more of total accounts receivable at July 31, 2022 or July 31, 2021.

We rely primarily on one third-party vendor to perform the manufacturing and distribution functions for our retail desktop software products. We also have a key single-source vendor that prints and fulfills orders for most of our financial supplies business. While we believe that relying on key vendors improves the efficiency and reliability of our business operations, relying on any one vendor for a significant aspect of our business can have a significant negative impact on our revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor.

Accounting Standards Recently Adopted

Business Combinations - In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, “Business Combinations—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).” This standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. We elected to early adopt this standard in the second quarter of our fiscal year that began August 1, 2021. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements.

Accounting Standards Not Yet Adopted

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our financial statements.

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Fair Value Measurements

12 Months Ended

Jul. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. Fair Value Measurements

Fair Value Hierarchy

The authoritative guidance defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, we consider the principal or most advantageous market for an asset or liability and assumptions that market participants would use when pricing the asset or liability. In addition, we consider and use all valuation methods that are appropriate in estimating the fair value of an asset or liability.

The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows:

•Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.

•Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices in active markets for similar assets or liabilities: quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data for substantially the full term of the assets or liabilities.

•Level 3 uses one or more unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes financial assets and financial liabilities that we measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above.

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents, primarily money market funds and time deposits	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
Municipal bonds	—		—		—		—		38		38
Corporate notes	—		589		589		—		1,400		1,400
U.S. agency securities	—		96		96		—		70		70
Total available-for-sale securities	—		685		685		—		1,508		1,508
Total assets measured at fair value on a recurring basis	$	1,835	$	685	$	2,520	$	1,660	$	1,508	$	3,168
Liabilities:
Senior unsecured notes(1)	$	—	$	1,838	$	1,838	$	—	$	1,986	$	1,986

(1) Carrying value on our consolidated balance sheets were $1.99 billion at both July 31, 2022 and July 31, 2021. See Note 8, “Debt” for more information.

The following table summarizes our cash equivalents and available-for-sale debt securities by balance sheet classification and level in the fair value hierarchy at the dates shown:

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Cash equivalents:
In cash and cash equivalents	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
In investments	$	—	$	485	$	485	$	—	$	1,308	$	1,308
In funds receivable and amounts held for customers	—		200		200		—		200		200
Total available-for-sale debt securities	$	—	$	685	$	685	$	—	$	1,508	$	1,508

We value our Level 1 assets, consisting primarily of money market funds and time deposits, using quoted prices in active markets for identical instruments.

Financial assets whose fair values we measure on a recurring basis using Level 2 inputs consist of municipal bonds, corporate notes and U.S. agency securities. We measure the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. Our fair value processes include controls designed to ensure that we record appropriate fair values for our Level 2 investments. These controls include comparison to pricing provided by a secondary pricing service or investment manager, validation of pricing sources and models, review of key model inputs, analysis of period-over-period price fluctuations, and independent recalculation of prices where appropriate.

Financial liabilities whose fair values we measure using Level 2 inputs consist of senior unsecured notes. See Note 8, “Debt” for more information. We measure the fair value of our senior unsecured notes based on their trading prices and the interest rates we could obtain for other borrowings with similar terms.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the twelve months ended July 31, 2022, 2021 or 2020.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include reporting units measured at fair value in a goodwill impairment test and our long-term investments.

Estimates of fair value for reporting units fall under Level 3 of the fair value hierarchy. During the fourth quarters of fiscal 2022, fiscal 2021, and fiscal 2020, we performed our annual goodwill impairment tests. Using the methodology described in Note 1, we determined that the estimated fair values of all of our reporting units exceeded their carrying values and that they were not impaired.

Long-term investments represent non-marketable equity securities in privately held companies that do not have a readily determinable fair value. They are accounted for at cost and adjusted based on observable price changes from orderly transactions for identical or similar investments of the same issuer or impairment. These investments are classified as Level 3 in the fair value hierarchy because we estimate the value of these investments using a valuation method based on observable transaction price changes at the transaction date. We recognized $54 million and $17 million of upward adjustments during the twelve months ended July 31, 2022 and July 31, 2021, respectively. There were no upward adjustments during the twelve months ended July 31, 2020. Impairments recognized during the twelve months ended July 31, 2022, July 31, 2021 and July 31, 2020 were immaterial. Cumulative upward adjustments were $71 million and cumulative impairments were immaterial through July 31, 2022 for measurement alternative investments held as of July 31, 2022. As of July 31, 2022 and July 31, 2021, the carrying value of long-term investments was $98 million and $43 million, respectively

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Cash and Cash Equivalents, Investments, and Funds Held for Customers

12 Months Ended

Jul. 31, 2022

Cash and Cash Equivalents, Investments and Funds Held for Customers [Abstract]

Cash and Cash Equivalents, Investments, and Funds Held for Customers

3. Cash and Cash Equivalents, Investments, and Funds Receivable and Amounts Held for Customers

The following table summarizes our cash and cash equivalents, investments and funds receivable and amounts held for customers by balance sheet classification at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Classification on consolidated balance sheets:
Cash and cash equivalents	$	2,796	$	2,796	$	2,562	$	2,562
Investments	490		485		1,305		1,308
Funds receivable and amounts held for customers	435		431		456		457
Total cash and cash equivalents, investments, and funds receivable and amounts held for customers	$	3,721	$	3,712	$	4,323	$	4,327

The following table summarizes our cash and cash equivalents, investments and relevant portion of funds receivable and amounts held for customers by investment category at the dates indicated. As of July 31, 2022, this excludes $30 million of funds receivable included in funds receivable and amounts held for customers not measured and recorded at fair value.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Type of issue:
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	2,997	$	2,997	$	2,819	$	2,819
Available-for-sale debt securities:
Municipal bonds	—		—		37		38
Corporate notes	597		589		1,397		1,400
U.S. agency securities	97		96		70		70
Total available-for-sale debt securities	694		685		1,504		1,508
Total cash, cash equivalents, restricted cash, restricted cash equivalents, and investments	$	3,691	$	3,682	$	4,323	$	4,327

We include realized gains and losses on our available-for-sale debt securities in interest and other income or expense on our consolidated statements of operations. Gross realized gains and losses on our available-for-sale debt securities for the twelve months ended July 31, 2022, 2021 and 2020 were not significant.

We accumulate unrealized gains and losses on our available-for-sale debt securities, net of tax, in accumulated other comprehensive income or loss in the stockholders’ equity section of our consolidated balance sheets, except for certain unrealized losses described below. Gross unrealized gains and losses on our available-for-sale debt securities at July 31, 2022 and July 31, 2021 were not significant.

For available-for sale debt securities in an unrealized loss position, we determine whether a credit loss exists. The estimate of the credit loss is determined by considering available information relevant to the collectibility of the security and information about past events, current conditions, and reasonable and supportable forecasts. The allowance for credit loss is recorded to interest and other income on our consolidated statement of operations, not to exceed the amount of the unrealized loss. Any excess unrealized loss greater than the credit loss at a security level is recognized in accumulated other comprehensive income or loss in the stockholders' equity section of our consolidated balance sheets. We determined there were no credit losses related to available-for-sale securities as of July 31, 2022. Unrealized losses on available-for-sale debt securities at July 31, 2022 were not significant. We do not intend to sell these investments. In addition, it is more likely than not that we will not be required to sell them before recovery of the amortized cost basis, which may be at maturity.

The following table summarizes our available-for-sale debt securities, included in investments and relevant portion of funds receivable and amounts held for customers, classified by the stated maturity date of the security at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	316	$	313	$	551	$	553
Due within two years	298		293		550		551
Due within three years	79		78		398		398
Due after three years	1		1		5		6
Total available-for-sale debt securities	$	694	$	685	$	1,504	$	1,508

The following table summarizes our funds receivable and amounts held for customers by asset category at the dates indicated.

(In millions)	July 31, 2022		July 31, 2021		July 31, 2020		July 31, 2019
Restricted cash and restricted cash equivalents	$	201	$	257	$	255	$	236
Restricted available-for-sale debt securities and funds receivable	230		200		200		200
Total funds receivable and amounts held for customers	$	431	$	457	$	455	$	436

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Notes Receivable and Allowances for Loan Losses

12 Months Ended

Jul. 31, 2022

Receivables [Abstract]

Notes Receivable and Allowances for Loan Losses

4. Notes Receivable and Allowances for Loan Losses

Notes receivable consist of term loans to small businesses. The term loans are not secured and are recorded at amortized cost, net of allowances for loan losses. We maintain an allowance for loan losses to reserve for potentially uncollectible notes receivable. We evaluate the creditworthiness of our term loan portfolio on an individual loan basis, based on a data analytics risk model that evaluates trends related to revenue, debt payments and negative events in the previous 12 months and applies a loss rate at the time of loan origination. The average is then applied against the outstanding portfolio. The loss rate and underlying model are updated periodically to reflect actual loan performance and changes to inherent risk assumptions. We make judgments about the known and inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current and future economic conditions. When we determine that amounts are uncollectible, we write them off against the allowance. As of July 31, 2022 and July 31, 2021, the net notes receivable balance was $540 million and $139 million, respectively. The current portion is included in notes receivable and the long term portion is included in other assets on our consolidated balance sheets. As of July 31, 2022 and July 31, 2021, the allowances for loan losses were not material.

We consider a loan to be delinquent when the payments are one day past due. We place delinquent loans on nonaccrual status and stop accruing interest revenue. Loans are returned to accrual status if they are brought current or have performed in accordance with the contractual terms for a reasonable period of time and, in our judgment, will continue to make periodic principal and interest payments as per contractual terms. Past due amounts are not material for all periods presented.

Interest revenue is earned on loans originated and held to maturity in accordance with the specified period of time and defined interest rate noted in the loan contract. Interest revenue is recorded net of amortized direct origination costs and is included in service and other revenue on our consolidated statements of operations. Interest revenue was not material for all periods presented.

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Property and Equipment

12 Months Ended

Jul. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment consisted of the following at the dates indicated:

	Life in	July 31,
(Dollars in millions)	Years	2022		2021
Equipment	3-5	$	208	$	199
Computer software	2-6	911		899
Furniture and fixtures	5	101		96
Leasehold improvements	2-16	366		350
Land	NA	79		79
Buildings	5-30	378		375
Capital in progress	NA	283		122
		2,326		2,120
Less accumulated depreciation and amortization		(1,438)		(1,340)
Total property and equipment, net		$	888	$	780

__________________________

NA = Not Applicable

Capital in progress at July 31, 2022 and 2021, consisted primarily of costs related to various buildings and site improvements that have not yet been placed into service.

As discussed in Note 1, “Description of Business and Summary of Significant Accounting Policies – Internal Use Software,” we capitalize costs related to the development of computer software for internal use. We capitalized internal use software costs totaling $72 million for the twelve months ended July 31, 2022; $72 million for the twelve months ended July 31, 2021; and $78 million for the twelve months ended July 31, 2020. These amounts included capitalized labor costs of $13 million, $30 million, and $40 million, respectively. Costs related to internal use software projects are included in the capital in progress category of property and equipment until project completion, at which time they are transferred to the computer software category.

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Goodwill and Acquired Intangible Assets

12 Months Ended

Jul. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangible Assets

6. Goodwill and Acquired Intangible Assets

Goodwill

Changes in the carrying value of goodwill by reportable segment during the twelve months ended July 31, 2022 and July 31, 2021 were as shown in the following table. Our reportable segments are described in Note 15, “Segment Information.”

(In millions)	Balance July 31, 2020		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2021		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2022
Small Business & Self-Employed	$	1,518	$	59	$	1	$	1,578	$	8,115	$	(4)	$	9,689
Consumer	42		—		—		42		10		(1)		51
Credit Karma	—		3,898		—		3,898		5		(4)		3,899
ProConnect	94		—		1		95		2		—		97
Totals	$	1,654	$	3,957	$	2	$	5,613	$	8,132	$	(9)	$	13,736

Goodwill is net of accumulated impairment losses of $114 million, which were recorded prior to July 31, 2020 and are included in our Consumer segment. The increase in goodwill during the twelve months ended July 31, 2022 was primarily due to the acquisition of Mailchimp. The increase in goodwill during the twelve months ended July 31, 2021 was primarily due to the acquisition of Credit Karma.

Acquired Intangible Assets

The following table shows the cost, accumulated amortization and weighted average life in years for our acquired intangible assets at the dates indicated. The increases in intangible assets during the twelve months ended July 31, 2022 were primarily related to the acquisition of Mailchimp. See Note 7, “Business Combinations.” The weighted average lives are calculated for assets that are not fully amortized.

(Dollars in millions)	Customer Lists / User Relationships		Purchased Technology		Trade Names and Logos		Covenants Not to Compete or Sue		Total
At July 31, 2022:
Cost	$	6,197	$	1,612	$	680	$	42	$	8,531
Accumulated amortization	(748)		(593)		(87)		(42)		(1,470)
Acquired intangible assets, net	$	5,449	$	1,019	$	593	$	—	$	7,061
Weighted average life in years	14		8		13		0		13
At July 31, 2021:
Cost	$	3,038	$	686	$	400	$	42	$	4,166
Accumulated amortization	(377)		(455)		(41)		(41)		(914)
Acquired intangible assets, net	$	2,661	$	231	$	359	$	1	$	3,252
Weighted average life in years	15		5		15		3		14

The following table shows the expected future amortization expense for our acquired intangible assets at July 31, 2022. Amortization of purchased technology is charged to amortization of acquired technology in our consolidated statements of operations. Amortization of other acquired intangible assets such as customer lists is charged to amortization of other acquired intangible assets in our consolidated statements of operations. If impairment events occur, they could accelerate the timing of acquired intangible asset charges.

(In millions)	Expected Future Amortization Expense
Twelve months ending July 31,
2023	$	646
2024	624
2025	622
2026	620
2027	594
Thereafter	3,955
Total expected future amortization expense	$	7,061

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Business Combinations

12 Months Ended

Jul. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

7. Business Combinations

Mailchimp

On November 1, 2021, we acquired all of the outstanding equity of Mailchimp, a global customer engagement and marketing platform for growing small and mid-market businesses. We acquired Mailchimp to help deliver on the vision of an innovative, end-to-end customer growth platform for small and mid-market businesses. Mailchimp is part of our Small Business & Self-Employed segment. We have included the financial results of Mailchimp in the consolidated financial statements from the date of acquisition. Pro forma information related to this acquisition has not been presented, as the effect of the acquisition on our consolidated results of operations was not material. Our results of operations for the twelve months ended July 31, 2022 included $762 million of revenue attributable to Mailchimp. For the twelve months ended July 31, 2022, we recorded professional fees associated with the acquisition of $63 million in general and administrative expenses.

The fair value of the purchase consideration totaled $12.0 billion, which included $5.7 billion in cash and 10.1 million shares of Intuit common stock with a value of approximately $6.3 billion. The fair value of the stock consideration is based on the October 29, 2021 closing price of Intuit common stock of $625.99.

Pursuant to the equity purchase agreement we also issued approximately 583,000 RSUs in substitution of outstanding equity incentive awards. These RSUs have a grant date fair value of $355 million and will be expensed over three years. Additionally, we issued approximately 325,000 RSUs with a total grant date fair value of $211 million to Mailchimp employees, of which $151 million will be expensed over four years and $60 million was expensed during the first six months following the acquisition date.

The preliminary allocation of the Mailchimp purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	42
Investments	126
Accounts receivable, net	25
Income taxes receivable	1
Prepaid expenses and other current assets	24
Long-term investments	1
Property and equipment, net	15
Operating lease right-of-use assets	31
Goodwill	8,101
Intangible assets	4,340
Long-term deferred income tax assets	6
Other assets	1
Accounts payable	(163)
Accrued compensation and related liabilities	(409)
Deferred revenue	(52)
Other current liabilities	(68)
Long-term portion of operating lease liabilities	(20)
Other long-term obligations	(5)
Total preliminary purchase price allocation	$	11,996

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Mailchimp and the synergies expected to be achieved. This goodwill is assigned to the Small Business & Self-Employed segment and substantially all is deductible for income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Intangible assets consist of customer lists, purchased technology, and trade names/trademarks. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 12.0 years. The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
Customer lists	13 years	$	3,160
Purchased technology	9 years	900
Trade names/trademarks	10 years	280
Total identifiable intangible assets		$	4,340

Credit Karma

On December 3, 2020, we acquired all of the outstanding shares of Credit Karma, a consumer technology platform. We acquired Credit Karma to help consumers unlock smart money decisions and accelerate our mission of powering prosperity around the world, by creating a personal financial assistant that helps consumers find the right financial products, put more money in their pockets and access financial expertise and education. Credit Karma is a separate reportable segment. See Note 15, "Segment Information," for more information. We have included the financial results of Credit Karma in the consolidated financial statements from the date of acquisition. For the twelve months ended July 31, 2021 and July 31, 2020, the transaction costs associated with the acquisition were approximately $31 million and $28 million, respectively, and were recorded in general and administrative expenses.

We acquired Credit Karma for total consideration of $8.1 billion, which included assumed equity awards and restricted shares subject to a revest provision.

The fair value of the purchase consideration totaled $7.2 billion and included $3.4 billion in cash, 10.6 million shares of Intuit common stock with a fair value of $3.8 billion and assumed equity awards for services rendered through the acquisition date of $47 million.

We also issued shares of common stock with a fair value of $275 million which are restricted due to a revest provision, and will be expensed over a service period of three years. The share-based compensation expense related to these restricted shares is non-deductible for income tax purposes. Additionally, we assumed equity awards for future services with a fair value of $663 million that are being charged to expense over the remaining service periods, which average approximately three years.

The fair value of the stock consideration is based on the December 2, 2020 closing price of Intuit common stock of $355.49.

As part of the merger agreement, following the close of the transaction, we issued approximately $300 million of restricted stock units to the employees of Credit Karma, which is being charged to expense over a service period of four years.

The allocation of the Credit Karma purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	436
Accounts receivable, net	141
Income taxes receivable	59
Prepaid expenses and other current assets	7
Long-term investments	3
Property and equipment, net	63
Operating lease right-of-use assets	167
Goodwill	3,898
Intangible assets	3,372
Other assets	81
Accounts payable	(86)
Accrued compensation and related liabilities	(113)
Other current liabilities	(24)
Operating lease liabilities	(172)
Long-term deferred income tax liabilities	(627)
Other long-term obligations	(10)
Total purchase price allocation	$	7,195

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of Credit Karma and the synergies expected to be achieved. This goodwill is assigned to the new Credit Karma segment and is non-deductible for income tax purposes. We completed the purchase price allocation for the Credit Karma acquisition during the second quarter of fiscal 2022 with no material adjustments from our preliminary purchase price allocation.

Intangible assets consist of user relationships, trade names/trademarks, purchased technology, and partner relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is 14.4 years. The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
User relationships	15 years	$	2,781
Trade names/Trademarks	15 years	375
Purchased technology	6 years	216
Total identifiable intangible assets		$	3,372

The following table summarizes the long-term deferred income tax assets and liabilities included in the purchase price allocation above:

(In millions)	Amount
Intangibles	$	(851)
Federal and state net operating loss carryforwards	138
Federal research and experimentation credit carryforwards	51
Other, net	35
Total net long-term deferred income tax liabilities	$	(627)

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Debt

12 Months Ended

Jul. 31, 2022

Debt Disclosure [Abstract]

Debt

8. Debt

The carrying value of our debt was as follows at the dates indicated:

	July 31,		July 31,		Effective
(In millions)	2022		2021		Interest Rate
Senior unsecured notes issued June 2020:
0.650% notes due July 2023	$	500	$	500	0.837%
0.950% notes due July 2025	500		500		1.127%
1.350% notes due July 2027	500		500		1.486%
1.650% notes due July 2030	500		500		1.767%
Term loan	4,700		—
Secured revolving credit facility	230		48
Total principal balance of long-term debt	6,930		2,048
Unamortized discount and debt issuance costs	(16)		(14)
Total carrying value of long-term debt	$	6,914	$	2,034
Short-term debt	$	499	$	—
Long-term debt	$	6,415	$	2,034

Senior Unsecured Notes

In June 2020, we issued four series of senior unsecured notes (together, the Notes) pursuant to a public debt offering. The proceeds from the issuance were $1.98 billion, net of debt discount of $2 million and debt issuance costs of $15 million.

Interest is payable semiannually on January 15 and July 15 of each year. The discount and debt issuance costs are amortized to interest expense over the term of the Notes under the effective interest method. We paid $23 million and $24 million of interest on the Notes during the twelve months ended July 31, 2022 and 2021, respectively.

The Notes are senior unsecured obligations of Intuit and rank equally with all existing and future unsecured and unsubordinated indebtedness of Intuit and are redeemable by us at any time, subject to a make-whole premium. Upon the occurrence of change of control transactions that are accompanied by certain downgrades in the credit ratings of the Notes, we will be required to repurchase the Notes at a repurchase price equal to 101% of the aggregate outstanding principal plus any accrued and unpaid interest to but not including the date of repurchase. The indenture governing the Notes requires us to comply with certain covenants. For example, the Notes limit our ability to create certain liens and enter into sale and leaseback transactions. As of July 31, 2022, we were compliant with all covenants governing the Notes.

Unsecured Credit Facility

On November 1, 2021, we terminated our amended and restated credit agreement dated May 2, 2019 (2019 Credit Facility), and entered into a credit agreement with certain institutional lenders with an aggregate principal amount of $5.7 billion, which includes a $4.7 billion unsecured term loan that matures on November 1, 2024, and a $1 billion unsecured revolving credit facility that matures on November 1, 2026 (2021 Credit Facility).

The 2021 Credit Facility includes customary affirmative and negative covenants, including financial covenants that require us to maintain a ratio of total gross debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA) of not greater than 3.25 to 1.00 and a ratio of annual EBITDA to annual interest expense of not less than 3.00 to 1.00 as of the last day of each fiscal quarter. As of July 31, 2022, we were compliant with all required covenants.

Term Loan. On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. Under this agreement we may, subject to certain customary conditions, on one or more occasions increase commitments under the term loan in an amount not to exceed $400 million in the aggregate. The term loan accrues interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.125% or SOFR plus a margin that ranges from 0.625% to 1.125%. Actual margins under either election will be based on our senior debt credit ratings. Interest on the term loan is payable monthly. At July 31, 2022, $4.7 billion was outstanding under the term loan. The carrying value of the term loan is net of debt issuance costs of $5 million as of July 31, 2022 and approximates its fair value. We paid $42 million of interest on the term loan during the twelve months ended July 31, 2022. We paid $2 million and $9 million of interest on our previous term loan under the 2019 Credit Facility during the twelve months ended July 31, 2021 and 2020, respectively.

Unsecured Revolving Credit Facility. The 2021 Credit Facility includes a $1 billion unsecured revolving credit facility that will expire on November 1, 2026. Under this agreement we may, subject to certain customary conditions including lender approval, on one or more occasions increase commitments under the unsecured revolving credit facility in an amount not to exceed $250 million in the aggregate and may extend the maturity date up to two times. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.1%, or (ii) the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.69% to 1.1%. Actual margins under either election will be based on our senior debt credit ratings. At July 31, 2022, no amounts were outstanding under the unsecured revolving credit facility. We paid no interest on the unsecured revolving credit facility during the twelve months ended July 31, 2022. We paid $1 million and $2 million of interest on our previous unsecured revolving credit facility during the twelve months ended July 31, 2021 and 2020, respectively.

Secured Revolving Credit Facility

On February 19, 2019, a subsidiary of Intuit entered into a secured revolving credit facility with a lender to fund a portion of our loans to qualified small businesses. The revolving credit facility is secured by cash and receivables of the subsidiary and is non-recourse to Intuit Inc. We have entered into several amendments to the secured revolving credit facility, most recently on July 18, 2022, primarily to increase the facility limit, extend the commitment term and maturity date and update the benchmark interest rate. Under the amended agreement, the facility limit is $500 million, of which $300 million is committed and $200 million is uncommitted. Advances accrue interest at adjusted daily simple SOFR plus 1.5%. Unused portions of the committed credit facility accrue interest at a rate ranging from 0.25% to 0.75%, depending on the total unused committed balance. The commitment term is through July 18, 2025, and the final maturity date is July 20, 2026. The agreement includes certain affirmative and negative covenants, including financial covenants that require the subsidiary to maintain specified financial ratios. As of July 31, 2022, we were compliant with all required covenants. At July 31, 2022, $230 million was outstanding under this facility and the weighted-average interest rate was 3.96%, which includes the interest on any unused committed portion. The outstanding balance is secured by cash and receivables of the subsidiary totaling $615 million. Interest on the facility is payable monthly. We paid $2 million, $3 million, and $3 million of interest on the secured revolving credit facility during each of the twelve months ended July 31, 2022, 2021 and 2020, respectively.

Future principal payments for long-term debt at July 31, 2022 were as shown in the table below.

(In millions)
Fiscal year ending July 31,
2023	$	500
2024	—
2025	5,200
2026	230
2027	500
Thereafter	500
Total future principal payments for long-term debt	$	6,930

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Other Liabilities and Commitments

12 Months Ended

Jul. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Other Liabilities and Commitments

9. Other Liabilities and Commitments

Other Current Liabilities

Other current liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Executive deferred compensation plan liabilities	$	147	$	153
Accrued settlement for state attorneys general	141		—
Sales, property, and other taxes	40		5
Current portion of operating lease liabilities	84		66
Reserve for returns and credits	25		21
Amounts due for share repurchases	10		17
Merchant and consumer payments processing reserves	21		10
Reserve for promotional discounts and rebates	6		10
Current portion of dividend payable	12		9
Interest payable	11		1
Income taxes payable	8		3
Other	74		66
Total other current liabilities	$	579	$	361

Other Long-Term Obligations

Other long-term obligations were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Income tax liabilities	$	44	$	24
Dividend payable	12		8
Deferred revenue	6		8
Other	25		13
Total other long-term obligations	$	87	$	53

Unconditional Purchase Obligations

In the ordinary course of business we enter into certain unconditional purchase obligations with our suppliers. These are agreements to purchase products and services that are enforceable, legally binding, and specify terms that include fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payments.

Annual minimum commitments under purchase obligations at July 31, 2022 were as shown in the table below.

(In millions)	Purchase Obligations
Fiscal year ending July 31,
2023	$	673
2024	434
2025	470
2026	233
2027	28
Thereafter	468
Total commitments	$	2,306

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Leases

12 Months Ended

Jul. 31, 2022

Leases [Abstract]

Leases

10. Leases

We lease office facilities under non-cancellable operating lease arrangements. Our facility leases generally provide for periodic rent increases and may contain escalation clauses and renewal options. Our leases have remaining lease terms of up to 20 years, which include options to extend that are reasonably certain of being exercised. Some of our leases include one or more options to extend the leases for up to 10 years per option which we are not reasonably certain to exercise. The options to extend are generally at rates to be determined in accordance with the agreements. Options to extend the lease are included in the lease liability if they are reasonably certain of being exercised. We do not have significant finance leases.

We sublease certain office facilities to third parties. These subleases have remaining lease terms of up to 8 years, some of which include one or more options to extend the subleases for up to 5 years per option.

In March 2020, we entered into an agreement to terminate an office facility lease and related sublease, which were due to expire in 2025 and 2022, respectively. As a result, we reduced our operating lease right-of-use assets and lease liabilities by $61 million during the twelve months ended July 31, 2020.

The components of lease expense were as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Operating lease cost (1)	$	105	$	75	$	69
Variable lease cost	15		11		13
Sublease income	(17)		(16)		(22)
Total net lease cost	$	103	$	70	$	60

(1)    Includes short-term leases, which are not significant for the twelve months ended July 31, 2022, 2021 or 2020.

Supplemental cash flow information related to operating leases was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	104	$	76	$	70
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	238	$	60	$	346

(1)    For the twelve months ended July 31, 2020, this includes $319 million for operating leases existing on August 1, 2019 and $27 million for operating leases that commenced during fiscal 2020.

Other information related to operating leases was as follows at the dates indicated:

	July 31,
	2022		2021		2020
Weighted-average remaining lease term for operating leases	8.1 years		6.8 years		5.5 years
Weighted-average discount rate for operating leases	2.9	%	2.3	%	3.1	%

Future minimum lease payments under non-cancellable operating leases as of July 31, 2022 were as follows:

(In millions)	Operating Leases (1)
Fiscal year ending July 31,
2023	$	64
2024	105
2025	93
2026	76
2027	67
Thereafter	323
Total future minimum lease payments	728
Less imputed interest	(102)
Present value of lease liabilities	$	626

(1)    Non-cancellable sublease proceeds for the fiscal years ending July 31, 2023, 2024, 2025, 2026, 2027, and thereafter of $11 million, $10 million, $5 million, $1 million, $1 million, and $3 million, respectively, are not included in the table above.

Supplemental balance sheet information related to operating leases was as follows at the date indicated:

	July 31,
(In millions)	2022		2021
Operating lease right-of-use assets	$	549	$	380
Other current liabilities	$	84	$	66
Operating lease liabilities	542		380
Total operating lease liabilities	$	626	$	446

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Income Taxes

12 Months Ended

Jul. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Current:
Federal	$	253	$	399	$	372
State	93		121		79
Foreign	31		17		21
Total current	377		537		472
Deferred:
Federal	85		(33)		(47)
State	18		(11)		(47)
Foreign	(4)		1		(6)
Total deferred	99		(43)		(100)
Total provision for income taxes	$	476	$	494	$	372

We recognized excess tax benefits on share-based compensation of $134 million, $126 million, and $90 million in the provision for income taxes for the twelve months ended July 31, 2022, 2021, and 2020, respectively.

The sources of income before the provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
United States	$	2,433	$	2,497	$	2,206
Foreign	109		59		(8)
Total	$	2,542	$	2,556	$	2,198

Differences between income taxes calculated using the federal statutory income tax rate and the provision for income taxes were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Income before income taxes	$	2,542	$	2,556	$	2,198
Statutory federal income tax	$	534	$	537	$	462
State income tax, net of federal benefit	87		87		25
Federal research and experimentation credits	(94)		(70)		(54)
Share-based compensation	54		38		22
Federal excess tax benefits related to share-based compensation	(112)		(105)		(79)
Effects of non-U.S. operations	4		4		13
Other, net	3		3		(17)
Total provision for income taxes	$	476	$	494	$	372

The state income tax line in the table above includes excess tax benefits related to share-based compensation of $22 million, $21 million and $11 million for the twelve months ended July 31, 2022, 2021 and 2020, respectively.

In the current global tax policy environment, the U.S. and other domestic and foreign governments continue to consider, and in some cases enact, changes in corporate tax laws. As changes occur, we account for finalized legislation in the period of enactment.

Significant deferred tax assets and liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Deferred tax assets:
Accruals and reserves not currently deductible	$	84	$	48
Operating lease liabilities	168		113
Accrued and deferred compensation	84		132
Loss and tax credit carryforwards	224		282
Intangible assets	25		33
Share-based compensation	97		59
Other, net	23		16
Total gross deferred tax assets	705		683
Valuation allowance	(244)		(205)
Total deferred tax assets	461		478
Deferred tax liabilities:
Operating lease right-of-use assets	149		96
Intangibles	868		844
Property and equipment	9		10
Other, net	43		45
Total deferred tax liabilities	1,069		995
Net deferred tax assets (liabilities)	$	(608)	$	(517)

The components of total net deferred tax assets (liabilities), net of valuation allowances, as shown on our consolidated balance sheets were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Long-term deferred income tax assets	$	11	$	8
Long-term deferred income tax liabilities	(619)		(525)
Net deferred tax assets (liabilities)	$	(608)	$	(517)

We have provided a valuation allowance related to state research and experimentation tax credit carryforwards, foreign loss carryforwards, foreign intangible deferred tax assets and state operating loss carryforwards that we believe are unlikely to be realized. Changes in the valuation allowance during the twelve months ended July 31, 2022 and July 31, 2021 were primarily

related to state research and experimentation tax credit carryforwards, foreign intangible deferred tax assets, foreign loss carryforwards and state operating loss carryforwards.

At July 31, 2022, we had total federal net operating loss carryforwards of approximately $22 million that will start to expire in fiscal 2032. Utilization of the net operating losses is subject to annual limitation. The annual limitation may result in the expiration of net operating losses before utilization.

At July 31, 2022, we had total state net operating loss carryforwards of approximately $86 million for which we have recorded a deferred tax asset of $6 million and a valuation allowance of $3 million. The state net operating loss carryforwards will start to expire in fiscal 2028. Utilization of the net operating losses is subject to annual limitation. The annual limitation may result in the expiration of net operating losses before utilization.

At July 31, 2022, we had Singapore operating loss carryforwards of approximately $78 million, Brazil operating loss carryforwards of approximately $69 million and United Kingdom operating loss carryforwards of approximately $36 million which have an indefinite carryforward period. We maintain a full valuation allowance with respect to operating losses in Singapore, Brazil and United Kingdom jurisdictions, as there is not sufficient evidence of future sources of taxable income required to utilize such carryforwards.

At July 31, 2022, we had federal research and experimentation credit carryforwards of approximately $3 million that will start

to expire in fiscal 2039. Utilization of the Federal research and experimentation credit is subject to annual limitation. The

annual limitation may result in the expiration of the Federal research and experimentation credit before utilization.

At July 31, 2022, we had California research and experimentation credit carryforwards of approximately $289 million. The California research and experimentation credit will carryforward indefinitely. We recorded a full valuation on the related deferred tax asset, as we believe it is more likely than not that these credits will not be utilized.

Unrecognized Tax Benefits

The aggregate changes in the balance of our gross unrecognized tax benefits were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Gross unrecognized tax benefits, beginning balance	$	190	$	101	$	120
Increases related to tax positions from prior fiscal years, including acquisitions	9		69		2
Decreases related to tax positions from prior fiscal years	(13)		—		(35)
Increases related to tax positions taken during current fiscal year	31		31		21
Settlements with tax authorities	—		—		(1)
Lapse of statute of limitations	(1)		(11)		(6)
Gross unrecognized tax benefits, ending balance	$	216	$	190	$	101

The total amount of our unrecognized tax benefits at July 31, 2022 was $216 million. If we were to recognize these net benefits, our income tax expense would reflect a favorable net impact of $123 million. We do not believe that it is reasonably possible that there will be a significant increase or decrease in unrecognized tax benefits over the next 12 months.

We file U.S. federal, U.S. state, and foreign tax returns. Our major tax jurisdictions are the U.S. federal jurisdiction and California. For U.S. federal tax returns, we are no longer subject to tax examinations for fiscal 2017 and for years prior to fiscal 2016. For California tax returns, we are no longer subject to tax examination for years prior to fiscal 2016.

We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. Amounts accrued at July 31, 2022 and July 31, 2021 for the payment of interest and penalties were not significant. The amounts of interest and penalties that we recognized during the twelve months ended July 31, 2022, 2021 and 2020 were also not significant.

We offset a $89 million and $75 million long-term liability for uncertain tax positions against our long-term income tax receivable at July 31, 2022 and July 31, 2021, respectively. The long-term income tax receivable at July 31, 2022 and July 31, 2021 was primarily related to the government’s approval of a method of accounting change request for fiscal 2018 and a refund claim related to Credit Karma’s alternative minimum tax credit that was recorded as part of the acquisition.

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Stockholders' Equity

12 Months Ended

Jul. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity

12. 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. Under these programs, we repurchased 3.8 million shares of our common stock for $1.9 billion during the twelve months ended July 31, 2022. Included in this amount were $10 million of repurchases which occurred in late July 2022 and settled in August 2022. At July 31, 2022, we had authorization from our Board of Directors to expend up to an additional $1.5 billion for stock repurchases. On August 19, 2022, our Board approved a new stock repurchase program under which we are authorized to repurchase up to an additional $2 billion of our common stock. 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 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 fiscal 2022, we declared cash dividends that totaled $2.72 per share of outstanding common stock or approximately $781 million. In August 2022, our Board of Directors declared a quarterly cash dividend of $0.78 per share of outstanding common stock payable on October 18, 2022 to stockholders of record at the close of business on October 10, 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.

Description of 2005 Equity Incentive Plan and Credit Karma, Inc. 2015 Equity Incentive Plan

Our stockholders initially approved our 2005 Equity Incentive Plan (2005 Plan) on December 9, 2004. On January 20, 2022, our stockholders approved an Amended and Restated 2005 Equity Incentive Plan (Restated 2005 Plan) that expires on January 20, 2032. Under the Restated 2005 Plan, we are permitted to grant incentive and non-qualified stock options, restricted stock awards, RSUs, stock appreciation rights and stock bonus awards to our employees, non-employee directors, and consultants. The Compensation and Organizational Development Committee of our Board of Directors or its delegates determine who will receive grants, when those grants will be exercisable, their exercise price and other terms. We are permitted to issue up to 159.5 million shares under the Restated 2005 Plan, including 3,366,512 shares that were previously available for issuance prior to January 20, 2022 under the Credit Karma Plan, described below, adjusted for the fungible ratio of the Restated 2005 Plan. The plan provides a fungible share reserve. Each stock option granted on or after November 1, 2010 reduces the share reserve by one share and each restricted stock award or restricted stock unit granted reduces the share reserve by 2.3 shares. Stock options forfeited and returned to the pool of shares available for grant increase the pool by one share for each share forfeited. Restricted stock awards and RSUs forfeited and returned to the pool of shares available for grant increase the pool by 2.3 shares for each share forfeited. 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 granted under the 2005 Plan and the Restated 2005 Plan typically vest over three to four years based on continued service and have a seven year term. RSUs granted under those plans typically vest over three to four years based on continued service. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals.

In connection with our acquisition of Credit Karma on December 3, 2020, we assumed the Credit Karma, Inc. 2015 Equity Incentive Plan, as amended (Credit Karma Plan), under which the assumed equity awards were granted. See Note 7, “Business Combinations,” for more information on the Credit Karma acquisition and the related equity awards assumed. Under the Restated 2005 Plan, effective January 20, 2022, shares available under the Credit Karma Plan became available for grant under the Restated 2005 Plan and no shares may be granted out of the Credit Karma Plan.

Through January 20, 2022, the Credit Karma Plan provided a fungible share reserve. Each restricted stock unit granted reduced the share reserve by one share. RSUs forfeited and returned to the pool of shares available for grant increased the pool by one share for each share forfeited. Shares withheld for income taxes upon vesting of RSUs were also returned to the pool of shares available for grant. After January 20, 2022, shares forfeited and returned to the pool from grants issued out of the Credit Karma Plan will increase the pool by 2.3 shares for each share forfeited.

At July 31, 2022, there were approximately 26.3 million shares available for grant under the Restated 2005 Plan and no awards may be granted out of the Credit Karma Plan.

Description of Employee Stock Purchase Plan

On November 26, 1996, our stockholders initially adopted our Employee Stock Purchase Plan (ESPP) under Section 423 of the Internal Revenue Code. The ESPP permits our eligible employees to make payroll deductions to purchase our stock on regularly scheduled purchase dates at a discount. Our stockholders have approved amendments to the ESPP to permit the issuance of up to 23.8 million shares under the ESPP, which expires upon the earliest to occur of (a) termination of the ESPP by the Board, or (b) issuance of all the shares of Intuit’s common stock reserved for issuance under the ESPP. Offering periods under the ESPP are six months in duration and composed of two consecutive three-month accrual periods. Shares are purchased at 85% of the lower of the closing price for Intuit common stock on the first day of the offering period or the last day of the accrual period.

Under the ESPP, employees purchased 326,961 shares of Intuit common stock during the twelve months ended July 31, 2022; 405,268 shares during the twelve months ended July 31, 2021; and 449,999 shares during the twelve months ended July 31, 2020. At July 31, 2022, there were 723,955 shares available for issuance under this plan.

Share-Based Compensation Expense

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

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Cost of product revenue	$	2	$	1	$	1
Cost of service and other revenue	144		68		59
Selling and marketing	309		183		116
Research and development	521		281		151
General and administrative	332		220		108
Total share-based compensation expense	1,308		753		435
Income tax benefit	(396)		(269)		(173)
Decrease in net income	$	912	$	484	$	262
Decrease in net income per share:
Basic	$	3.26	$	1.79	$	1.00
Diluted	$	3.21	$	1.77	$	0.99

We capitalized $1 million, $2 million, and $3 million in share-based compensation related to internal use software projects during the twelve months ended July 31, 2022, 2021, and 2020.

Determining Fair Value

Valuation and Amortization Methods

RSUs granted typically vest based on continued service. We value these time-based RSUs at the date of grant using the intrinsic value method. We amortize the fair value of time-based RSUs on a straight-line basis over the service period. These time-based RSUs accounted for approximately 85% of our total share-based compensation expense during the twelve months ended July 31, 2022. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based RSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria will be met. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust our estimate of the fair value of the performance-based RSUs if necessary. We amortize the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. We estimate the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that

the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria. All of the RSUs we grant have dividend rights that are subject to the same vesting requirements as the underlying equity awards, so we do not adjust the market price of our stock on the date of grant for dividends.

We estimate the fair value of stock options granted using a lattice binomial model and a multiple option award approach. Our stock options have various restrictions, including vesting provisions and restrictions on transfer, and are often exercised prior to their contractual maturity. We believe that lattice binomial models are more capable of incorporating the features of our stock options than closed-form models such as the Black Scholes model. The use of a lattice binomial model requires the use of extensive actual employee exercise behavior and a number of complex assumptions including the expected volatility of our stock price over the term of the options, risk-free interest rates and expected dividends. We amortize the fair value of options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

Expected Term. The expected term of options granted represents the period of time that they are expected to be outstanding and is a derived output of the lattice binomial model. The expected term of stock options is impacted by all of the underlying assumptions and calibration of our model. The lattice binomial model assumes that option exercise behavior is a function of the option’s remaining vested life and the extent to which the market price of our common stock exceeds the option exercise price. The lattice binomial model estimates the probability of exercise as a function of these two variables based on the history of exercises and cancellations on all past option grants made by us.

Expected Volatility. We estimate the volatility of our common stock at the date of grant based on the implied volatility of one-year and two-year publicly traded options on our common stock. Our decision to use implied volatility was based upon the availability of actively traded options on our common stock and our assessment that implied volatility is more representative of future stock price trends than historical volatility.

Risk-Free Interest Rate. We base the risk-free interest rate that we use in our option valuation model on the implied yield in effect at the time of option grant on constant maturity U.S. Treasury issues with equivalent remaining terms.

Dividends. We use an annualized expected dividend yield in our option valuation model. We paid quarterly cash dividends during all years presented and currently expect to continue to pay cash dividends in the future.

Forfeitures. We adjust share-based compensation expense for actual forfeitures as they occur.

We used the following assumptions to estimate the fair value of stock options granted and shares purchased under our Employee Stock Purchase Plan for the periods indicated:

	Twelve Months Ended July 31,
	2022		2021		2020
Assumptions for stock options:
Expected volatility	35	%	29	%	32	%
Weighted average expected volatility	35	%	29	%	32	%
Risk-free interest rate	2.73	%	0.62	%	0.20	%
Expected dividend yield	0.61	%	0.45	%	0.70	%
Assumptions for ESPP:
Expected volatility (range)	26% - 39%		31% - 36%		23% - 72%
Weighted average expected volatility	23	%	34	%	39	%
Risk-free interest rate (range)	0.04% - 0.44%		0.02% - 0.17%		0.24% - 2.23%
Expected dividend yield	0.47% - 0.59%		0.60% - 0.75%		0.74% - 0.95%

Share-Based Awards Available for Grant

A summary of share-based awards available for grant under our plans for the fiscal periods indicated was as follows:

(Shares in thousands)	Shares Available for Grant
Balance at July 31, 2019	21,058
Restricted stock units granted (1)	(6,111)
Options granted	(382)
Share-based awards canceled/forfeited/expired (1)(2)	3,482
Balance at July 31, 2020	18,047
Shares available for grant under the Credit Karma Plan	4,298
Restricted stock units granted (1)	(9,191)
Options granted	(323)
Share-based awards canceled/forfeited/expired (1)(2)	4,020
Balance at July 31, 2021	16,851
Additional shares authorized	19,903
Restricted stock units granted (1)	(14,868)
Options granted	(400)
Share-based awards canceled/forfeited/expired (1)(2)	4,774
Balance at July 31, 2022	26,260

(1)RSUs granted from the pool of shares available for grant under our Restated 2005 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 Restated 2005 Plan increase the pool by 2.3 shares for each share forfeited. Through January 20, 2022, shares granted from the Credit Karma Plan reduce the pool by one share for each share granted and shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by one share for each share forfeited. Beginning January 20, 2022, shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by 2.3 shares for each share forfeited. No shares were granted from the Credit Karma Plan after January 20, 2022.

(2)Stock options and RSUs canceled, expired or forfeited under our Restated 2005 Plan and Credit Karma Plan are returned to the pool of shares available for grant. Under the Restated 2005 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 RSU and restricted stock activity for the periods indicated was as follows:

(Shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at July 31, 2019	5,683	$186.22
Granted	2,657	271.80
Vested	(2,039)	180.40
Forfeited	(637)	154.91
Nonvested at July 31, 2020	5,664	231.97
Assumed through acquisition	1,998	355.49
Granted(1)	3,877	431.82
Restricted stock subject to revest provisions issued in connection with acquisition	775	355.49
Vested	(2,242)	262.23
Forfeited	(1,034)	251.41
Nonvested at July 31, 2021	9,038	345.86
Granted(2)	6,634	466.12
Vested	(3,154)	351.80
Forfeited	(1,051)	351.15
Nonvested at July 31, 2022	11,467	$413.32

(1)This includes 809,000 RSUs granted to the employees of Credit Karma in connection with the acquisition with a grant date fair value of $300 million. See Note 7, “Business Combinations.”

(2)This 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 $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 $211 million. See Note 7, “Business Combinations.”

Additional information regarding our RSUs is shown in the table below.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Total fair market value of shares vested	$	1,658	$	942	$	620
Share-based compensation for RSUs	$	1,248	$	708	$	382
Total tax benefit related to RSU share-based compensation expense	$	375	$	225	$	134
Cash tax benefits realized for tax deductions for RSUs	$	334	$	221	$	139

At July 31, 2022, there was $4.3 billion of unrecognized compensation cost related to non-vested RSUs and restricted stock with a weighted average vesting period of 3.1 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.

Stock Option Activity

A summary of stock option activity for the periods indicated was as follows:

	Options Outstanding
(Shares in thousands)	Number of Shares	Weighted Average Exercise Price Per Share
Balance at July 31, 2019	3,374	$150.75
Granted	382	303.94
Exercised	(993)	111.82
Canceled or expired	(82)	188.39
Balance at July 31, 2020	2,681	185.83
Granted	323	525.51
Exercised	(718)	128.39
Canceled or expired	(82)	264.53
Balance at July 31, 2021	2,204	251.48
Granted	400	448.59
Exercised	(242)	164.94
Canceled or expired	(70)	426.22
Balance at July 31, 2022	2,292	$289.62

Information regarding stock options outstanding as of July 31, 2022 is summarized below:

	Number of Shares (in thousands)	Weighted Average Remaining Contractual Life (in Years)	Weighted Average Exercise Price per Share	Aggregate Intrinsic Value (in millions)
Options outstanding	2,292	3.98	$289.62	$361
Options exercisable	1,440	2.74	$209.73	$328

The aggregate intrinsic values at July 31, 2022 are calculated as the difference between the exercise price of the underlying options and the market price of our common stock for shares that were in-the-money at that date. In-the-money options at July 31, 2022 were options that had exercise prices that were lower than the $456.17 market price of our common stock at that date.

Additional information regarding our stock options and ESPP shares is shown in the table below.

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Weighted average fair value of options granted (per share)	$	136.76	$	122.16	$	74.85
Total grant date fair value of options vested	$	25	$	17	$	23
Aggregate intrinsic value of options exercised	$	78	$	179	$	159
Share-based compensation expense for stock options and ESPP	$	60	$	45	$	53
Total tax benefit for stock option and ESPP share-based compensation	$	21	$	44	$	39
Cash received from option exercises	$	40	$	92	$	111
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements	$	37	$	48	$	39

At July 31, 2022, there was $98 million of unrecognized compensation cost related to non-vested stock options with a weighted average vesting period of 3.3 years. We will adjust unrecognized compensation cost for actual forfeitures as they occur.

Accumulated Other Comprehensive Loss

Comprehensive income consists of two elements, net income and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our consolidated balance sheets and excluded from net income. Our other comprehensive income (loss) consists of unrealized gains and losses on marketable debt securities classified as available-for-sale and foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar.

The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our consolidated balance sheets at the dates indicated.

	July 31,
(In millions)	2022		2021
Unrealized gain (loss) on available-for-sale debt securities	$	(7)	$	3
Foreign currency translation adjustments	(53)		(27)
Total accumulated other comprehensive loss	$	(60)	$	(24)

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Benefit Plans

12 Months Ended

Jul. 31, 2022

Retirement Benefits [Abstract]

Benefit Plans

13. Benefit Plans

Non-Qualified Deferred Compensation Plan

Intuit’s Executive Deferred Compensation Plan provides that executives who meet minimum compensation requirements are eligible to defer up to 75% of their salaries and up to 75% of their bonuses. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. We may also make discretionary employer contributions to participant accounts in certain circumstances. The timing, amounts, and vesting schedules of employer contributions are at the sole discretion of the Compensation and Organizational Development Committee of our Board of Directors or its delegate. The benefits under this plan are unsecured and are general assets of Intuit. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with Intuit for any reason or at a later date to comply with the restrictions of Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump sum or installments. Discretionary company contributions and the related earnings vest completely upon the participant’s disability, death, or a change in control of Intuit. We made no employer contributions to the plan for any period presented.

We had liabilities related to this plan of $147 million at July 31, 2022 and $153 million at July 31, 2021. We have matched the plan liabilities with similar-performing assets, which are primarily investments in life insurance contracts. These assets are recorded in other long-term assets while liabilities related to obligations are recorded in other current liabilities on our consolidated balance sheets.

401(k) Plans

In the United States, employees who participate in the Intuit Inc. 401(k) Plan may currently contribute up to 50% of pre-tax compensation, subject to Internal Revenue Service limitations and the terms and conditions of the plan. We match a portion of employee contributions, currently 125% up to six percent of salary, subject to Internal Revenue Service limitations.

Additionally, Credit Karma employees in the United States who participate in the Credit Karma 401(k) Plan may currently contribute up to 90% of pre-tax compensation, subject to Internal Revenue Service limitations and the terms and conditions of the plan. We match a portion of Credit Karma employee contributions, currently 100% up to six percent of salary, subject to Internal Revenue Service limitations.

Matching contributions for both plans were $118 million for the twelve months ended July 31, 2022; $80 million for the twelve months ended July 31, 2021; and $69 million for the twelve months ended July 31, 2020.

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Legal Proceedings

12 Months Ended

Jul. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

14. Legal Proceedings

Beginning in May 2019, various legal proceedings were filed and certain regulatory inquiries were commenced in connection with our provision and marketing of free online tax preparation programs. We believe that the allegations contained within these legal proceedings are without merit and continue to defend our interests in them. These proceedings included, among others, multiple putative class actions that were consolidated into a single putative class action in the Northern District of California in September 2019 (the Intuit Free File Litigation). In August 2020, the Ninth Circuit Court of Appeals ordered that the putative class action claims be resolved through arbitration. In May 2021, the Intuit Free File Litigation was dismissed on a non-class basis after we entered into an agreement that resolved the matter on an individual non-class basis for an immaterial amount, without any admission of wrongdoing.

These proceedings also included individual demands for arbitration that were filed beginning in October 2019. On February 23, 2022 and May 23, 2022, we entered into settlement agreements that will resolve all of these pending arbitration claims, without any admission of wrongdoing. The ultimate amount that we are required to pay under these agreements will depend on the number of claimants that provide releases of claims thereunder. During the twelve months ended July 31, 2022, we accrued an immaterial amount based on our estimate of the probable payments we could make under these agreements. While we believe our accrual is adequate, the final payments required under these agreements could differ from our recorded estimate.

In June 2021, we received a demand and draft complaint from the Federal Trade Commission (FTC) and certain state attorneys general relating to the ongoing inquiries described above. On March 29, 2022, the FTC filed an action in federal court seeking a temporary restraining order and a preliminary injunction enjoining certain Intuit business practices pending resolution of the FTC’s administrative complaint seeking to permanently enjoin certain Intuit business practices (the FTC Actions). On April 22, 2022, the Northern District of California denied the FTC’s requests for a temporary restraining order and a preliminary injunction. On August 22, 2022, the FTC filed a motion for summary decision in the administrative action that, if granted, would decide that matter in favor of the FTC before a trial was held. On August 30, 2022, we filed our response to the FTC’s motion. While we continue to believe that the allegations contained in the FTC’s administrative complaint are without merit, the defense and resolution of this matter could involve significant costs to us. The state attorneys general did not join the FTC Actions and, on May 4, 2022, we entered into a settlement agreement with the attorneys general of the 50 states and the District of Columbia, admitting no wrongdoing, that resolved the states’ inquiry, as well as actions brought by the Los Angeles City Attorney and the Santa Clara County (California) Counsel. As part of this agreement, we agreed to pay $141 million and made certain commitments regarding our advertising and marketing practices. For the twelve months ended July 31, 2022, we recorded this payment as a one-time charge.

In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss that we may incur to resolve or settle the remaining matters.

To date, the legal and other fees we have incurred related to these proceedings and inquiries have not been material. The ongoing defense and any resolution or settlement of these proceedings and inquiries could involve significant costs to us.

Intuit is subject to certain routine legal proceedings, including class action lawsuits, as well as demands, claims, government inquiries and threatened litigation, that arise in the normal course of our business, including assertions that we may be infringing patents or other intellectual property rights of others. Our failure to obtain necessary licenses or other rights, or litigation arising out of intellectual property claims could adversely affect our business. We currently believe that, in addition to any amounts accrued, the amount of potential losses, if any, for any pending claims of any type (either alone or combined) will not have a material impact on our consolidated financial statements. The ultimate outcome of any legal proceeding is uncertain and, regardless of outcome, legal proceedings can have an adverse impact on Intuit because of defense costs, negative publicity, diversion of management resources and other factors.

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Segment Information

12 Months Ended

Jul. 31, 2022

Segment Reporting [Abstract]

Segment Information

15. Segment Information

We have defined four reportable segments, described below, based on factors such as how we manage our operations and how our chief operating decision maker views results. We define the chief operating decision maker as our Chief Executive Officer and our Chief Financial Officer. Our chief operating decision maker organizes and manages our business primarily on the basis of product and service offerings.

On December 3, 2020, we acquired Credit Karma in a business combination and it operates as a separate reportable segment. We have included the results of operations of Credit Karma in our consolidated statements of operations from the date of acquisition. See Note 7, "Business Combinations," for more information. Segment operating income for Credit Karma includes all direct expenses, which is different from our other reportable segments where we do not fully allocate corporate expenses.

On November 1, 2021, we acquired Mailchimp in a business combination. Mailchimp is part of our Small Business & Self-Employed segment and its revenue is primarily included within Online Services in the revenue disaggregation below. We have included the results of operations of Mailchimp in our consolidated statements of operations from the date of acquisition.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. We have included the results of Mint in the Consumer segment in the segment results below. Revenue and operating results for Mint are not significant, and the previously reported segment results have not been reclassified. Effective August 1, 2022, the operating results for Mint will be included in the Credit Karma segment.

On August 1 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants.

Small Business & Self-Employed: This segment serves small businesses and the self-employed around the world, and the accounting professionals who assist and advise them. Our QuickBooks offerings include financial and business management online services and desktop software, payroll solutions, time tracking, merchant payment processing solutions, and financing for small businesses. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

Consumer: This segment serves consumers and includes do-it-yourself and assisted TurboTax income tax preparation products and services sold in the U.S. and Canada. Our Mint offering is a personal finance offering which helps customers track their finances and daily financial behaviors.

Credit Karma: This segment serves consumers with a personal finance platform that provides personalized recommendations of credit card, home, auto and personal loans, and insurance products; online savings and checking accounts through an FDIC member bank partner; and access to their credit scores and reports, credit and identity monitoring, credit report dispute, and data-driven resources.

ProConnect: This segment serves professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our professional tax offerings include Lacerte, ProSeries, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada.

All of our segments operate primarily in the United States and sell primarily to customers in the United States. Total international net revenue was approximately 8%, 5%, and 4% of consolidated total net revenue for the twelve months ended July 31, 2022, 2021 and 2020.

For our Small Business & Self-Employed, Consumer, and ProConnect reportable segments, we include expenses such as corporate selling and marketing, product development, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. For our Credit Karma reportable segment, segment expenses include all direct expenses related to selling and marketing, product development, and general and administrative. Unallocated corporate items for all segments include share-based compensation, amortization of acquired technology, amortization of other acquired intangible assets, and goodwill and intangible asset impairment charges.

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies in Note 1. Except for goodwill and purchased intangible assets, we do not generally track assets by reportable segment and, consequently, we do not disclose total assets by reportable segment. See Note 6, “Goodwill and Acquired Intangible Assets,” for goodwill by reportable segment.

The following table shows our financial results by reportable segment for the periods indicated.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
Small Business & Self-Employed	$	6,460	$	4,688	$	4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679
Operating income:
Small Business & Self-Employed	$	3,499	$	2,590	$	2,091
Consumer	2,483		2,237		2,063
Credit Karma	531		182		—
ProConnect	383		372		346
Total segment operating income	6,896		5,381		4,500
Unallocated corporate items:
Share-based compensation expense	(1,308)		(753)		(435)
Other corporate expenses	(2,461)		(1,932)		(1,861)
Amortization of acquired technology	(140)		(50)		(22)
Amortization of other acquired intangible assets	(416)		(146)		(6)
Total unallocated corporate items	(4,325)		(2,881)		(2,324)
Total operating income	$	2,571	$	2,500	$	2,176

Revenue classified by significant product and service offerings was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
QuickBooks Online Accounting	$	2,267	$	1,699	$	1,354
Online Services	2,171		1,051		828
Total Online Ecosystem	4,438		2,750		2,182
QuickBooks Desktop Accounting	851		789		755
Desktop Services and Supplies	1,171		1,149		1,113
Total Desktop Ecosystem	2,022		1,938		1,868
Small Business & Self-Employed	6,460		4,688		4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Jul. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

INTUIT INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In millions)	Beginning Balance		Additions Charged to Expense/ Revenue		Deductions		Ending Balance
Year ended July 31, 2022
Allowance for doubtful accounts	$	96	$	74	$	(139)	$	31
Reserve for returns and credits	21		183		(179)		25
Reserve for promotional discounts and rebates	10		64		(68)		6
Year ended July 31, 2021
Allowance for doubtful accounts	$	12	$	92	$	(8)	$	96
Reserve for returns and credits	24		168		(171)		21
Reserve for promotional discounts and rebates	11		62		(63)		10
Year ended July 31, 2020
Allowance for doubtful accounts	$	3	$	68	$	(59)	$	12
Reserve for returns and credits	24		170		(170)		24
Reserve for promotional discounts and rebates	11		73		(73)		11

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Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jul. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

These consolidated financial statements include the financial statements of Intuit and its wholly owned subsidiaries. We have eliminated all significant intercompany balances and transactions in consolidation. We have reclassified certain immaterial amounts previously reported in our financial statements to conform to the current presentation.

We acquired Credit Karma on December 3, 2020. We have included the results of operations for Credit Karma in our consolidated statements of operations from the date of acquisition. Credit Karma operates as a separate reportable segment. See Note 15, "Segment Information," for more information.

We acquired Mailchimp on November 1, 2021. We have included the results of operations for Mailchimp in our consolidated statements of operations from the date of acquisition. Mailchimp is part of our Small Business & Self-Employed segment. See Note 7, “Business Combinations,” for more information.

On August 1 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants. See Note 15, "Segment Information," for more information.

On August 1, 2022, to better align our personal finance strategy, our Mint offering moved from our Consumer segment to our Credit Karma segment. See Note 15, "Segment Information," for more information.

Seasonality

Seasonality

Our Consumer and ProConnect offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically concentrated in the period from November through April. This seasonal pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

In fiscal 2022, the IRS began accepting returns on January 24, 2022, and the tax filing deadline was April 18, 2022. However, in fiscal 2021, the IRS began accepting returns on February 12, 2021, and the tax filing deadline was May 17, 2021. In fiscal 2020, the IRS began accepting returns on January 27, 2020, and the tax filing deadline was July 15, 2020. As a result of the extensions of the tax filing deadlines in 2021 and 2020, a significant amount of our fiscal 2021 and 2020 Consumer segment and ProConnect segment revenues were recognized in the fourth quarter as compared to the third quarter of fiscal 2022.

Use of Estimates

Use of Estimates

In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP), we make certain judgments, estimates, and assumptions that affect the amounts reported in our financial statements and the disclosures made in the accompanying notes. For example, we use judgments and estimates in determining how revenue should be recognized. These judgments and estimates include identifying performance obligations, determining if the performance obligations are distinct, determining the standalone sales price (SSP) and timing of revenue recognition for each distinct performance obligation, and estimating variable consideration to be included in the transaction price. We use estimates in determining the collectibility of accounts receivable and notes receivable, the appropriate levels of various accruals including accruals for litigation contingencies, the discount rate used to calculate lease liabilities, the amount of our worldwide tax provision, the realizability of deferred tax assets, the credit losses of available-for-sale debt securities, reserves for losses, and the fair value of assets acquired and liabilities assumed for business combinations. We also use estimates in determining the remaining economic lives and fair values of acquired intangible assets, property and equipment, and other

long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. Additionally, in the context of the ongoing global COVID-19 pandemic, while there has been no material impact on our estimates to date, in future periods, facts and circumstances could change and impact our estimates.

Revenue Recognition and Shipping and Handling

Revenue Recognition

We derive revenue from the sale of software subscriptions, hosted services, payroll services, merchant payment processing services, packaged software products, live expert advice, financing for small businesses, delivery of qualified links, financial supplies and hardware. We enter into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.

Nature of Products and Services

Online Offerings

Our online offerings include TurboTax Online and TurboTax Live, ProConnect Tax Online, QuickBooks Online, online payroll, and merchant payment processing services for small businesses who use our online offerings. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.

These online offerings provide customers with the right to use the hosted software over the contract period without taking possession of the software and are billed on either a subscription or consumption basis. Revenue related to our online offerings that are billed on a subscription basis is recognized ratably over the contract period. Revenue related to online offerings that are billed on a consumption basis, is recognized when the customer consumes the related service.

Desktop Offerings

Our desktop offerings consist of our QuickBooks Desktop products, which include both software subscriptions and packaged software products, our consumer and professional tax desktop products, which include TurboTax, Lacerte and ProSeries, our desktop payroll products, and merchant payment processing services for small businesses who use our desktop offerings.

Our QuickBooks Desktop software subscriptions include a term software license, version protection, enhancements, support and various connected services. We recognize revenue for the software license and version protection at the time they are delivered and recognize revenue for support and connected services over the subscription term as the services are provided. We have determined that the enhancements included in our QuickBooks Desktop software subscriptions are immaterial within the context of the contract. In the first quarter of fiscal 2022, we discontinued our QuickBooks Desktop packaged software

products and now sell predominantly on a subscription basis.

Our QuickBooks Desktop packaged software products include a perpetual software license as well as enhancements and connected services. We recognize revenue for our QuickBooks Desktop packaged software products at the time the software license is delivered. We have determined that the enhancements and connected services included in our QuickBooks Desktop packaged software products are immaterial within the context of the contract.

Our consumer and professional tax packaged desktop software products include an on-premise tax software license, related tax form updates, electronic filing service and connected services. We recognize revenue for the software license and related tax form updates, as one performance obligation, over the period the forms and updates are delivered. We recognize revenue for our electronic filings service and connected services as those services are provided.

We also sell some of our QuickBooks Desktop packaged software products and consumer tax packaged desktop software products in non-consignment and consignment arrangements to certain retailers. For these retailers, we begin recognizing revenue at the later of when control has transferred to the retailer or customer, or upon activation of the software subscriptions by the customer.

Our desktop payroll products are sold as software subscriptions and include a term software license with a stand-ready obligation to maintain compliance with current payroll tax laws, support and connected services. The term software license and stand-ready obligation to maintain compliance with current payroll tax laws is considered one performance obligation. Each of the performance obligations is considered distinct and control is transferred to the customer over the subscription term. As a result, revenue is recognized ratably over the subscription term as services are provided.

We offer merchant payment processing services as a separately paid connected service for our QuickBooks Desktop packaged software products and software subscriptions, and revenue is recognized as the services are provided to the customers.

Other Solutions

Revenue from our Credit Karma segment is primarily comprised of revenue from the delivery of qualified links that result in completed actions, or cost-per-action transactions. Credit Karma also generates revenue from cost-per-click and cost-per-lead

transactions. All revenue from our Credit Karma segment is included in service and other revenue on our consolidated statement of operations.

Cost-per-action revenue is earned based on a pre-determined fee for approved actions such as when credit cards are issued or when personal loans and other loans to businesses are funded. Revenue is recognized when a lead is generated that results in one of these approved actions.

Cost-per-click and cost-per-lead revenue is primarily related to mortgage and insurance businesses. Cost-per-click revenue is earned as users click on our customers' advertisements and is recognized based on the number of clicks recorded each month. Cost-per-lead revenue is earned via customer advertisements that allow the generation of leads from consumers interested in the advertised products and is recognized at the time a consumer request or lead is delivered to the customer.

Revenue from the sale of our financial supplies, such as printed check stock and hardware, such as retail point-of-sale equipment and credit card readers for mobile phones, is recognized when control is transferred to the customer which is generally when the products are shipped.

We also have revenue-sharing and royalty arrangements with third-party partners and recognize this revenue as earned based upon reporting provided to us by our partners. In instances where we do not have reporting from our partners, we estimate revenue based on information available to us at the time.

Product Revenue and Service and Other Revenue

Product revenue includes revenue from: QuickBooks Desktop software licenses and version protection; consumer and professional tax desktop licenses and the related form updates; desktop payroll licenses and related updates; and financial supplies.

Service and other revenue includes revenue from: our online offerings discussed above; our Credit Karma offerings; support, electronic filing services and connected services included with our desktop offerings; merchant payment processing services for our desktop offerings; and revenue-sharing and royalty arrangements.

We record revenue net of sales tax obligations. For payroll services, we generally require customers to remit payroll tax funds to us in advance of the payroll date via electronic funds transfer. We include in total net revenue the interest earned on these funds between the time that we collect them from customers and the time that we remit them to outside parties. Revenue for electronic payment processing services that we provide to merchants is recorded net of interchange fees charged by credit card associations.

Judgments and Estimates

Our contracts with customers often include promises to transfer multiple products and services to a customer. In determining how revenue should be recognized, a five-step process is used, which requires judgment and estimates. These judgments and estimates include identifying performance obligations in the contract, determining whether the performance obligations are distinct, determining the SSP for each distinct performance obligation, determining the timing of revenue recognition for distinct performance obligations and estimating the amount of variable consideration to include in the transaction price.

The functionality of the software licenses included in our consumer and professional tax and payroll desktop offerings is dependent on the related enhancements and updates included in these offerings. Judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the related updates and recognized over time.

Our contracts with customers include promises to transfer various products and services, which are generally capable of being distinct performance obligations. In many cases SSPs for distinct performance obligations are based on directly observable pricing. In instances where the SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs.

Our consumer and professional tax desktop products include an on-premise tax software license and related tax form updates that are recognized as the forms and updates are delivered. We measure progress towards complete satisfaction of the software license and related tax form updates using an output method based on the timing of when the tax forms are delivered.

We generally provide refunds to customers for product returns and subscription cancellations. We also provide promotional discounts and incentive rebates on retail and distribution sales. These refunds, discounts and incentive rebates are accounted for as variable consideration when estimating the amount of revenue to recognize. Refunds are estimated based on historical experience and current business and economic indicators and updated at the end of each reporting period as additional information becomes available to the extent that it is probable that a significant reversal of any incremental revenue will not occur. Discounts and incentive rebates are estimated based on distributors' and retailers' performance against the terms and conditions of the rebate programs.

Deferred Revenue

We record deferred revenue when we have entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation. During the twelve months ended July 31, 2022, we recognized revenue of $684 million, that was included in deferred revenue at July 31, 2021. During the twelve months ended July 31, 2021, we recognized revenue of $652 million, that was included in deferred revenue at July 31, 2020.

Our performance obligations are generally satisfied within 12 months of the initial contract date. As of July 31, 2022 and 2021, the deferred revenue balance related to performance obligations that will be satisfied after 12 months was $6 million and $8 million, respectively, and is included in other long-term obligations on our consolidated balance sheets.

Assets Recognized from the Costs to Obtain a Contract with a Customer

Our internal sales commissions are considered incremental costs of obtaining the contract with a customer. Internal sales commissions for subscription offerings where we expect the benefit of those costs to continue longer than one year are capitalized and amortized ratably over the period of benefit, which ranges from three to four years. Total capitalized costs to obtain a contract are not significant and are included in prepaid expenses and other current assets and other assets on our consolidated balance sheets.

We apply a practical expedient to expense costs incurred to obtain a contract with a customer when the period of benefit is less than one year. These costs primarily include internal and external sales commissions for our consumer and professional tax offerings.

Shipping and Handling

We record the amounts we charge our customers for the shipping and handling of our software products as product revenue and we record the related costs as cost of product revenue in our consolidated statements of operations.

Customer Service and Technical Support

Customer Service and Technical Support

We include the costs of customer service and technical support associated with our online or hosted offerings in cost of service and other revenue line in our consolidated statements of operations. We also include the costs of providing technical support for our desktop offerings in cost of service and other revenue. We include the costs of customer service related to desktop offerings in selling and marketing expense in our consolidated statements of operations. Customer service and technical support costs include costs associated with performing order processing, answering customer inquiries by telephone and through websites, e-mail and other electronic means, and providing technical support assistance to customers. We expense the cost of providing this support as incurred.

Software Development Costs

Software Development Costs

We expense software development costs as we incur them until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. To date, our software has been available for general release concurrent with the establishment of technological feasibility and, accordingly, we have not capitalized any development costs. Costs we incur to enhance our existing products or after the general release of the service using the product are expensed in the period they are incurred and included in research and development expense in our consolidated statements of operations.

Internal Use Software

Internal Use Software

We capitalize costs related to development of hosted services that we provide to our customers and internal use of enterprise-level business and finance software in support of our operational needs. Costs incurred in the application development phase are capitalized and amortized on a straight-line basis over their useful lives, which are generally three to six years. Costs related to planning and other preliminary project activities and to post-implementation activities are expensed as incurred. We test these assets for impairment whenever events or changes in circumstances occur that could impact their recoverability.

Advertising

Advertising

We expense all advertising costs as we incur them to selling and marketing expense in our consolidated statements of operations.

Leases

Leases

Our leases are primarily operating leases for office facilities. We do not have significant finance leases. We determine if an arrangement is a lease and classify it as either a finance or operating lease at lease inception. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.

Operating lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate at the commencement date in determining the present value of future payments. Our incremental borrowing rate is determined based on a yield curve derived from publicly traded bond offerings for companies with similar credit ratings to us. Our lease terms may include options to purchase, extend or terminate the lease when it is reasonably certain that we will exercise that option. We account for the lease and non-lease components as a single lease component.

We measure ROU assets based on the corresponding lease liabilities adjusted for any initial direct costs and prepaid lease payments made to the lessor before or at the commencement date, net of lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are not included in the calculation of the ROU asset and lease liability and are recognized as lease expense is incurred. Our variable lease payments generally relate to amounts paid to lessors for common area maintenance under our real estate leases.

Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the ROU asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term.

Capitalization of Interest Expense

Capitalization of Interest Expense

We capitalize interest on capital projects, including facilities build-out projects and internal use computer software projects. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. We amortize capitalized interest to depreciation expense using the straight-line method over the same lives as the related assets. Capitalized interest was not significant for any period presented.

Foreign Currency

Foreign Currency

The functional currencies of our international operating subsidiaries are generally the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate their revenue, costs and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our consolidated balance sheets. We include net gains and losses resulting from foreign exchange transactions in interest and other income in our consolidated statements of operations. Translation gains and losses and transaction gains and losses were not significant for any period presented.

Income Taxes

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. We estimate our current tax liability and assess temporary differences that result from differing treatments of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we show on our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be realized. To the extent we believe that realization is not likely, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an accounting period, we record a corresponding income tax expense in our consolidated statement of operations.

We review the need for a valuation allowance to reflect uncertainties about whether we will be able to utilize some of our deferred tax assets before they expire. The valuation allowance analysis is based on our estimates of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. While we have considered future taxable income in assessing the need for a valuation allowance for the periods presented, we could be required to record a valuation allowance to take into account additional deferred tax assets that we may be unable to realize. An increase in the valuation allowance would have an adverse impact, which could be material, on our income tax provision and net income in the period in which we record the increase.

We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not of being sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate our uncertain tax positions on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.

A description of our accounting policies associated with tax-related contingencies and valuation allowances assumed as part of a business combination is provided under “Business Combinations” below.

Computation of Net Income Per Share

Computation of Net Income Per Share

We compute basic net income per share using the weighted average number of common shares outstanding during the period. We compute diluted net income per share using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the shares issuable upon the exercise of stock options and upon the vesting of restricted stock units (RSUs) under the treasury stock method.

We include stock options with combined exercise prices and unrecognized compensation expense that are less than the average market price for our common stock, and RSUs with unrecognized compensation expense that is less than the average market price for our common stock, in the calculation of diluted net income per share. We exclude stock options with combined exercise prices and unrecognized compensation expense that are greater than the average market price for our common stock, and RSUs with unrecognized compensation expense that is greater than the average market price for our common stock, from the calculation of diluted net income per share because their effect is anti-dilutive. Under the treasury stock method, the amount that must be paid to exercise stock options and the amount of compensation expense for future service that we have not yet recognized for stock options and RSUs are assumed to be used to repurchase shares.

All of the RSUs we grant have dividend rights. Dividend rights are accumulated and paid when the underlying RSUs vest. Since the dividend rights are subject to the same vesting requirements as the underlying equity awards they are considered a contingent transfer of value. Consequently, the RSUs are not considered participating securities and we do not present them separately in earnings per share.

Cash Equivalents and Investments

Cash Equivalents and Investments

We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. In all periods presented, cash equivalents consist primarily of money market funds and time deposits. Investments consist primarily of investment-grade available-for-sale debt securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We use the specific identification method to compute gains and losses on investments. We record unrealized gains and losses on investments, net of tax, in accumulated other comprehensive income in the stockholders’ equity section of our consolidated balance sheets and reflect unrealized gain and loss activity in other comprehensive income on our consolidated statement of comprehensive income. We generally classify available-for-sale debt securities as current assets based upon our ability and intent to use any and all of these securities as necessary to satisfy the significant short-term liquidity requirements that may arise from the highly seasonal nature of our businesses. Because of our significant business seasonality, stock repurchase programs, and acquisition opportunities, cash flow requirements may fluctuate dramatically from quarter to quarter and require us to use a significant amount of the investments we hold as available-for-sale.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowances for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for credit losses. In determining the amount of the allowance, we consider our historical level of credit losses, current economic trends that might impact the level of future credit losses, customer-specific information, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. We make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. When we determine that amounts are uncollectible we write them off against the allowance.

Funds Receivable and Amounts Held for Customers and Funds Payable and Amounts Due to Customers

Funds Receivable and Amounts Held for Customers and Funds Payable and Amounts Due to Customers

Funds receivable and amounts held for customers represents funds receivable from third-party payment processors for customer transactions and cash held on behalf of our customers that is invested in cash and cash equivalents and investment-grade available-for-sale debt securities, restricted for use solely for the purpose of satisfying amounts we owe on behalf of our customers. Funds payable and amounts due to customers consist of amounts we owe on behalf of our customers, such as direct deposit payroll funds and payroll taxes.

Property and Equipment

Property and Equipment

Property and equipment is stated at the lower of cost or realizable value, net of accumulated depreciation. We calculate depreciation using the straight-line method over the estimated useful lives of the assets, which range from two to 30 years. We amortize leasehold improvements using the straight-line method over the lesser of their estimated useful lives or remaining lease terms. We include the amortization of assets that are recorded under finance leases in depreciation expense. We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Business Combinations

Business Combinations

The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination).

Under the acquisition method of accounting we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to general and administrative expense as they are incurred. Under the acquisition method we also account for acquired company restructuring activities that we initiate separately from the business combination.

Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We apply those measurement period adjustments that

we determine to be significant retrospectively to comparative information in our financial statements, including adjustments to depreciation and amortization expense.

Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. This accounting applies to all of our acquisitions regardless of acquisition date.

Goodwill, Acquired Intangible Assets and Other Long-Lived Assets

Goodwill, Acquired Intangible Assets and Other Long-Lived Assets

Goodwill

We record goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but we test them for impairment annually during our fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable.

In accordance with authoritative guidance, we define fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We consider and use all valuation methods that are appropriate in estimating the fair value of our reporting units and generally use a weighted combination of income and market approaches. Under the income approach, we estimate the fair value of each reporting unit based on the present value of future cash flows. We use a number of assumptions in our discounted cash flow model, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. Under the market approach, we estimate the fair value of each reporting unit based on market multiples of revenue, operating income, and earnings for comparable publicly traded companies engaged in similar businesses. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired.

If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of the unit, we would record an impairment loss equal to the difference.Acquired Intangible Assets and Other Long-Lived AssetsWe generally record acquired intangible assets that have finite useful lives, such as purchased technology, in connection with business combinations. We amortize the cost of acquired intangible assets on a straight-line basis over their estimated useful lives, which range from two to fifteen years. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. We estimate the recoverability of these assets by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. We estimate the fair value of assets that have finite useful lives based on the present value of future cash flows for those assets. If the carrying value of an asset with a finite life exceeds its estimated fair value, we would record an impairment loss equal to the difference.

Share-Based Compensation Plans

Share-Based Compensation Plans

We estimate the fair value of stock options granted using a lattice binomial model and a multiple option award approach. We amortize the fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

RSUs granted typically vest based on continued service. We value these time-based RSUs at the date of grant using the intrinsic value method. We amortize the fair value of time-based RSUs on a straight-line basis over the service period. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of performance-based RSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria would be met. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust our estimate of the fair value of the performance-based RSUs if necessary. We amortize the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. We estimate the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortize those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly

with the performance of the specified market criteria. All of the RSUs we grant have dividend rights that are subject to the same vesting requirements as the underlying equity awards, so we do not adjust the intrinsic (market) value of our RSUs for dividends.

Concentration of Credit Risk and Significant Customers and Suppliers

Concentration of Credit Risk and Significant Customers and Suppliers

We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

We are also subject to risks related to changes in the value of our significant balance of investments. Our portfolio of investments consists of investment-grade securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government and money market funds, we diversify our investments by limiting our holdings with any individual issuer.

We sell a portion of our products through third-party retailers and distributors. As a result, we face risks related to the collectibility of our accounts receivable. To appropriately manage this risk, we perform ongoing evaluations of customer credit and limit the amount of credit extended as we deem appropriate, but generally do not require collateral. We maintain reserves for estimated credit losses and these losses have historically been within our expectations. However, since we cannot predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. We rely primarily on one third-party vendor to perform the manufacturing and distribution functions for our retail desktop software products. We also have a key single-source vendor that prints and fulfills orders for most of our financial supplies business. While we believe that relying on key vendors improves the efficiency and reliability of our business operations, relying on any one vendor for a significant aspect of our business can have a significant negative impact on our revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor.

Accounting Standards Recently Adopted and Accounting Standards Not Yet Adopted

Accounting Standards Recently Adopted

Business Combinations - In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, “Business Combinations—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).” This standard requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606 in order to align the recognition of a contract liability with the definition of a performance obligation. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. We elected to early adopt this standard in the second quarter of our fiscal year that began August 1, 2021. The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements.

Accounting Standards Not Yet Adopted

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our financial statements.

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Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jul. 31, 2022

Accounting Policies [Abstract]

Composition of shares used in the computation of basic and diluted net income per share

The following table presents the composition of shares used in the computation of basic and diluted net income per share for the periods indicated.

	Twelve Months Ended July 31,
(In millions, except per share amounts)	2022		2021		2020
Numerator:
Net income	$	2,066	$	2,062	$	1,826
Denominator:
Shares used in basic per share amounts:
Weighted average common shares outstanding	280		270		261
Shares used in diluted per share amounts:
Weighted average common shares outstanding	280		270		261
Dilutive common equivalent shares from stock options and restricted stock awards	4		3		3
Dilutive weighted average common shares outstanding	284		273		264
Basic and diluted net income per share:
Basic net income per share	$	7.38	$	7.65	$	6.99
Diluted net income per share	$	7.28	$	7.56	$	6.92
Shares excluded from diluted net income per share:
Weighted average stock options and restricted stock units that have been excluded from dilutive common equivalent shares outstanding due to their anti-dilutive effect	1		—		—

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Fair Value Measurements (Tables)

12 Months Ended

Jul. 31, 2022

Fair Value Disclosures [Abstract]

Financial assets and liabilities measured at fair value on recurring basis

The following table summarizes financial assets and financial liabilities that we measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above.

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Assets:
Cash equivalents, primarily money market funds and time deposits	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
Municipal bonds	—		—		—		—		38		38
Corporate notes	—		589		589		—		1,400		1,400
U.S. agency securities	—		96		96		—		70		70
Total available-for-sale securities	—		685		685		—		1,508		1,508
Total assets measured at fair value on a recurring basis	$	1,835	$	685	$	2,520	$	1,660	$	1,508	$	3,168
Liabilities:
Senior unsecured notes(1)	$	—	$	1,838	$	1,838	$	—	$	1,986	$	1,986

(1) Carrying value on our consolidated balance sheets were $1.99 billion at both July 31, 2022 and July 31, 2021. See Note 8, “Debt” for more information.

Cash equivalents and available-for-sale debt and equity securities by balance sheet classification and level in the fair value hierarchy

The following table summarizes our cash equivalents and available-for-sale debt securities by balance sheet classification and level in the fair value hierarchy at the dates shown:

	At July 31, 2022						At July 31, 2021
(In millions)	Level 1		Level 2		Total Fair Value		Level 1		Level 2		Total Fair Value
Cash equivalents:
In cash and cash equivalents	$	1,835	$	—	$	1,835	$	1,660	$	—	$	1,660
Available-for-sale debt securities:
In investments	$	—	$	485	$	485	$	—	$	1,308	$	1,308
In funds receivable and amounts held for customers	—		200		200		—		200		200
Total available-for-sale debt securities	$	—	$	685	$	685	$	—	$	1,508	$	1,508

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Cash and Cash Equivalents, Investments, and Funds Held for Customers (Tables)

12 Months Ended

Jul. 31, 2022

Cash and Cash Equivalents, Investments and Funds Held for Customers [Abstract]

Cash and cash equivalents, investments and funds receivable and amounts held for customers by balance sheet classification

The following table summarizes our cash and cash equivalents, investments and funds receivable and amounts held for customers by balance sheet classification at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Classification on consolidated balance sheets:
Cash and cash equivalents	$	2,796	$	2,796	$	2,562	$	2,562
Investments	490		485		1,305		1,308
Funds receivable and amounts held for customers	435		431		456		457
Total cash and cash equivalents, investments, and funds receivable and amounts held for customers	$	3,721	$	3,712	$	4,323	$	4,327

Cash and cash equivalents, investments and relevant portion of funds receivable and amounts held for customers by investment category

The following table summarizes our cash and cash equivalents, investments and relevant portion of funds receivable and amounts held for customers by investment category at the dates indicated. As of July 31, 2022, this excludes $30 million of funds receivable included in funds receivable and amounts held for customers not measured and recorded at fair value.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Type of issue:
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	2,997	$	2,997	$	2,819	$	2,819
Available-for-sale debt securities:
Municipal bonds	—		—		37		38
Corporate notes	597		589		1,397		1,400
U.S. agency securities	97		96		70		70
Total available-for-sale debt securities	694		685		1,504		1,508
Total cash, cash equivalents, restricted cash, restricted cash equivalents, and investments	$	3,691	$	3,682	$	4,323	$	4,327

Available-for-sale debt securities classified by the stated maturity date of the security

The following table summarizes our available-for-sale debt securities, included in investments and relevant portion of funds receivable and amounts held for customers, classified by the stated maturity date of the security at the dates indicated.

	July 31, 2022				July 31, 2021
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	316	$	313	$	551	$	553
Due within two years	298		293		550		551
Due within three years	79		78		398		398
Due after three years	1		1		5		6
Total available-for-sale debt securities	$	694	$	685	$	1,504	$	1,508

Schedule of funds receivable and amounts held for customers

The following table summarizes our funds receivable and amounts held for customers by asset category at the dates indicated.

(In millions)	July 31, 2022		July 31, 2021		July 31, 2020		July 31, 2019
Restricted cash and restricted cash equivalents	$	201	$	257	$	255	$	236
Restricted available-for-sale debt securities and funds receivable	230		200		200		200
Total funds receivable and amounts held for customers	$	431	$	457	$	455	$	436

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Property and Equipment (Tables)

12 Months Ended

Jul. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment consisted of the following at the dates indicated:

	Life in	July 31,
(Dollars in millions)	Years	2022		2021
Equipment	3-5	$	208	$	199
Computer software	2-6	911		899
Furniture and fixtures	5	101		96
Leasehold improvements	2-16	366		350
Land	NA	79		79
Buildings	5-30	378		375
Capital in progress	NA	283		122
		2,326		2,120
Less accumulated depreciation and amortization		(1,438)		(1,340)
Total property and equipment, net		$	888	$	780

__________________________

NA = Not Applicable

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Goodwill and Acquired Intangible Assets (Tables)

12 Months Ended

Jul. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Carrying value of goodwill by reportable segment

Changes in the carrying value of goodwill by reportable segment during the twelve months ended July 31, 2022 and July 31, 2021 were as shown in the following table. Our reportable segments are described in Note 15, “Segment Information.”

(In millions)	Balance July 31, 2020		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2021		Goodwill Acquired		Foreign Currency Translation		Balance July 31, 2022
Small Business & Self-Employed	$	1,518	$	59	$	1	$	1,578	$	8,115	$	(4)	$	9,689
Consumer	42		—		—		42		10		(1)		51
Credit Karma	—		3,898		—		3,898		5		(4)		3,899
ProConnect	94		—		1		95		2		—		97
Totals	$	1,654	$	3,957	$	2	$	5,613	$	8,132	$	(9)	$	13,736

Cost, accumulated amortization and weighted average life in years for acquired intangible assets

The following table shows the cost, accumulated amortization and weighted average life in years for our acquired intangible assets at the dates indicated. The increases in intangible assets during the twelve months ended July 31, 2022 were primarily related to the acquisition of Mailchimp. See Note 7, “Business Combinations.” The weighted average lives are calculated for assets that are not fully amortized.

(Dollars in millions)	Customer Lists / User Relationships		Purchased Technology		Trade Names and Logos		Covenants Not to Compete or Sue		Total
At July 31, 2022:
Cost	$	6,197	$	1,612	$	680	$	42	$	8,531
Accumulated amortization	(748)		(593)		(87)		(42)		(1,470)
Acquired intangible assets, net	$	5,449	$	1,019	$	593	$	—	$	7,061
Weighted average life in years	14		8		13		0		13
At July 31, 2021:
Cost	$	3,038	$	686	$	400	$	42	$	4,166
Accumulated amortization	(377)		(455)		(41)		(41)		(914)
Acquired intangible assets, net	$	2,661	$	231	$	359	$	1	$	3,252
Weighted average life in years	15		5		15		3		14

Expected future amortization expense for acquired intangible assets

The following table shows the expected future amortization expense for our acquired intangible assets at July 31, 2022. Amortization of purchased technology is charged to amortization of acquired technology in our consolidated statements of operations. Amortization of other acquired intangible assets such as customer lists is charged to amortization of other acquired intangible assets in our consolidated statements of operations. If impairment events occur, they could accelerate the timing of acquired intangible asset charges.

(In millions)	Expected Future Amortization Expense
Twelve months ending July 31,
2023	$	646
2024	624
2025	622
2026	620
2027	594
Thereafter	3,955
Total expected future amortization expense	$	7,061

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Business Combinations (Tables)

12 Months Ended

Jul. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed

The preliminary allocation of the Mailchimp purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	42
Investments	126
Accounts receivable, net	25
Income taxes receivable	1
Prepaid expenses and other current assets	24
Long-term investments	1
Property and equipment, net	15
Operating lease right-of-use assets	31
Goodwill	8,101
Intangible assets	4,340
Long-term deferred income tax assets	6
Other assets	1
Accounts payable	(163)
Accrued compensation and related liabilities	(409)
Deferred revenue	(52)
Other current liabilities	(68)
Long-term portion of operating lease liabilities	(20)
Other long-term obligations	(5)
Total preliminary purchase price allocation	$	11,996

The allocation of the Credit Karma purchase price is as follows:

(In millions)	Amount
Cash and cash equivalents	$	436
Accounts receivable, net	141
Income taxes receivable	59
Prepaid expenses and other current assets	7
Long-term investments	3
Property and equipment, net	63
Operating lease right-of-use assets	167
Goodwill	3,898
Intangible assets	3,372
Other assets	81
Accounts payable	(86)
Accrued compensation and related liabilities	(113)
Other current liabilities	(24)
Operating lease liabilities	(172)
Long-term deferred income tax liabilities	(627)
Other long-term obligations	(10)
Total purchase price allocation	$	7,195

Schedule of finite-lived intangible assets acquired as part of business combination

The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
Customer lists	13 years	$	3,160
Purchased technology	9 years	900
Trade names/trademarks	10 years	280
Total identifiable intangible assets		$	4,340

The following table presents the details of identifiable intangible assets acquired.

(In millions, except years)	Estimated Useful Life	Amount
User relationships	15 years	$	2,781
Trade names/Trademarks	15 years	375
Purchased technology	6 years	216
Total identifiable intangible assets		$	3,372

Schedule of deferred tax assets and liabilities acquired

The following table summarizes the long-term deferred income tax assets and liabilities included in the purchase price allocation above:

(In millions)	Amount
Intangibles	$	(851)
Federal and state net operating loss carryforwards	138
Federal research and experimentation credit carryforwards	51
Other, net	35
Total net long-term deferred income tax liabilities	$	(627)

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Debt (Tables)

12 Months Ended

Jul. 31, 2022

Debt Disclosure [Abstract]

Carrying value of debt

The carrying value of our debt was as follows at the dates indicated:

	July 31,		July 31,		Effective
(In millions)	2022		2021		Interest Rate
Senior unsecured notes issued June 2020:
0.650% notes due July 2023	$	500	$	500	0.837%
0.950% notes due July 2025	500		500		1.127%
1.350% notes due July 2027	500		500		1.486%
1.650% notes due July 2030	500		500		1.767%
Term loan	4,700		—
Secured revolving credit facility	230		48
Total principal balance of long-term debt	6,930		2,048
Unamortized discount and debt issuance costs	(16)		(14)
Total carrying value of long-term debt	$	6,914	$	2,034
Short-term debt	$	499	$	—
Long-term debt	$	6,415	$	2,034

Future principal payments for long-term debt

Future principal payments for long-term debt at July 31, 2022 were as shown in the table below.

(In millions)
Fiscal year ending July 31,
2023	$	500
2024	—
2025	5,200
2026	230
2027	500
Thereafter	500
Total future principal payments for long-term debt	$	6,930

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Other Liabilities and Commitments (Tables)

12 Months Ended

Jul. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Other current liabilities

Other current liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Executive deferred compensation plan liabilities	$	147	$	153
Accrued settlement for state attorneys general	141		—
Sales, property, and other taxes	40		5
Current portion of operating lease liabilities	84		66
Reserve for returns and credits	25		21
Amounts due for share repurchases	10		17
Merchant and consumer payments processing reserves	21		10
Reserve for promotional discounts and rebates	6		10
Current portion of dividend payable	12		9
Interest payable	11		1
Income taxes payable	8		3
Other	74		66
Total other current liabilities	$	579	$	361

Other long-term obligations

Other long-term obligations were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Income tax liabilities	$	44	$	24
Dividend payable	12		8
Deferred revenue	6		8
Other	25		13
Total other long-term obligations	$	87	$	53

Annual minimum commitments under purchase obligations

Annual minimum commitments under purchase obligations at July 31, 2022 were as shown in the table below.

(In millions)	Purchase Obligations
Fiscal year ending July 31,
2023	$	673
2024	434
2025	470
2026	233
2027	28
Thereafter	468
Total commitments	$	2,306

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Leases (Tables)

12 Months Ended

Jul. 31, 2022

Leases [Abstract]

Components of lease expense

The components of lease expense were as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Operating lease cost (1)	$	105	$	75	$	69
Variable lease cost	15		11		13
Sublease income	(17)		(16)		(22)
Total net lease cost	$	103	$	70	$	60

(1)    Includes short-term leases, which are not significant for the twelve months ended July 31, 2022, 2021 or 2020.

Supplemental cash flow information related to operating leases was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	104	$	76	$	70
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	238	$	60	$	346

(1)    For the twelve months ended July 31, 2020, this includes $319 million for operating leases existing on August 1, 2019 and $27 million for operating leases that commenced during fiscal 2020.

Other information related to operating leases was as follows at the dates indicated:

	July 31,
	2022		2021		2020
Weighted-average remaining lease term for operating leases	8.1 years		6.8 years		5.5 years
Weighted-average discount rate for operating leases	2.9	%	2.3	%	3.1	%

Supplemental balance sheet information related to operating leases was as follows at the date indicated:

	July 31,
(In millions)	2022		2021
Operating lease right-of-use assets	$	549	$	380
Other current liabilities	$	84	$	66
Operating lease liabilities	542		380
Total operating lease liabilities	$	626	$	446

Future minimum lease payments

Future minimum lease payments under non-cancellable operating leases as of July 31, 2022 were as follows:

(In millions)	Operating Leases (1)
Fiscal year ending July 31,
2023	$	64
2024	105
2025	93
2026	76
2027	67
Thereafter	323
Total future minimum lease payments	728
Less imputed interest	(102)
Present value of lease liabilities	$	626

(1)    Non-cancellable sublease proceeds for the fiscal years ending July 31, 2023, 2024, 2025, 2026, 2027, and thereafter of $11 million, $10 million, $5 million, $1 million, $1 million, and $3 million, respectively, are not included in the table above.

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Income Taxes (Tables)

12 Months Ended

Jul. 31, 2022

Income Tax Disclosure [Abstract]

Provision for income taxes from continuing operations

The provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Current:
Federal	$	253	$	399	$	372
State	93		121		79
Foreign	31		17		21
Total current	377		537		472
Deferred:
Federal	85		(33)		(47)
State	18		(11)		(47)
Foreign	(4)		1		(6)
Total deferred	99		(43)		(100)
Total provision for income taxes	$	476	$	494	$	372

Sources of income from continuing operations before the provision for income taxes

The sources of income before the provision for income taxes consisted of the following for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
United States	$	2,433	$	2,497	$	2,206
Foreign	109		59		(8)
Total	$	2,542	$	2,556	$	2,198

Differences between income taxes calculated using the federal statutory income tax rate and the provision for income taxes from continuing operations

Differences between income taxes calculated using the federal statutory income tax rate and the provision for income taxes were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Income before income taxes	$	2,542	$	2,556	$	2,198
Statutory federal income tax	$	534	$	537	$	462
State income tax, net of federal benefit	87		87		25
Federal research and experimentation credits	(94)		(70)		(54)
Share-based compensation	54		38		22
Federal excess tax benefits related to share-based compensation	(112)		(105)		(79)
Effects of non-U.S. operations	4		4		13
Other, net	3		3		(17)
Total provision for income taxes	$	476	$	494	$	372

Components of deferred tax assets and liabilities

Significant deferred tax assets and liabilities were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Deferred tax assets:
Accruals and reserves not currently deductible	$	84	$	48
Operating lease liabilities	168		113
Accrued and deferred compensation	84		132
Loss and tax credit carryforwards	224		282
Intangible assets	25		33
Share-based compensation	97		59
Other, net	23		16
Total gross deferred tax assets	705		683
Valuation allowance	(244)		(205)
Total deferred tax assets	461		478
Deferred tax liabilities:
Operating lease right-of-use assets	149		96
Intangibles	868		844
Property and equipment	9		10
Other, net	43		45
Total deferred tax liabilities	1,069		995
Net deferred tax assets (liabilities)	$	(608)	$	(517)

Components of net deferred tax assets, net of valuation allowances

The components of total net deferred tax assets (liabilities), net of valuation allowances, as shown on our consolidated balance sheets were as follows at the dates indicated:

	July 31,
(In millions)	2022		2021
Long-term deferred income tax assets	$	11	$	8
Long-term deferred income tax liabilities	(619)		(525)
Net deferred tax assets (liabilities)	$	(608)	$	(517)

Aggregate changes in the balance of gross unrecognized tax benefits

The aggregate changes in the balance of our gross unrecognized tax benefits were as follows for the periods indicated:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Gross unrecognized tax benefits, beginning balance	$	190	$	101	$	120
Increases related to tax positions from prior fiscal years, including acquisitions	9		69		2
Decreases related to tax positions from prior fiscal years	(13)		—		(35)
Increases related to tax positions taken during current fiscal year	31		31		21
Settlements with tax authorities	—		—		(1)
Lapse of statute of limitations	(1)		(11)		(6)
Gross unrecognized tax benefits, ending balance	$	216	$	190	$	101

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Stockholders' Equity (Tables)

12 Months Ended

Jul. 31, 2022

Share-Based Payment Arrangement [Abstract]

Total share-based compensation expense

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

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Cost of product revenue	$	2	$	1	$	1
Cost of service and other revenue	144		68		59
Selling and marketing	309		183		116
Research and development	521		281		151
General and administrative	332		220		108
Total share-based compensation expense	1,308		753		435
Income tax benefit	(396)		(269)		(173)
Decrease in net income	$	912	$	484	$	262
Decrease in net income per share:
Basic	$	3.26	$	1.79	$	1.00
Diluted	$	3.21	$	1.77	$	0.99

Assumptions to estimate the fair value of stock options granted and shares purchased under Employee Stock Purchase Plan

We used the following assumptions to estimate the fair value of stock options granted and shares purchased under our Employee Stock Purchase Plan for the periods indicated:

	Twelve Months Ended July 31,
	2022		2021		2020
Assumptions for stock options:
Expected volatility	35	%	29	%	32	%
Weighted average expected volatility	35	%	29	%	32	%
Risk-free interest rate	2.73	%	0.62	%	0.20	%
Expected dividend yield	0.61	%	0.45	%	0.70	%
Assumptions for ESPP:
Expected volatility (range)	26% - 39%		31% - 36%		23% - 72%
Weighted average expected volatility	23	%	34	%	39	%
Risk-free interest rate (range)	0.04% - 0.44%		0.02% - 0.17%		0.24% - 2.23%
Expected dividend yield	0.47% - 0.59%		0.60% - 0.75%		0.74% - 0.95%

Share-based awards available for grant

A summary of share-based awards available for grant under our plans for the fiscal periods indicated was as follows:

(Shares in thousands)	Shares Available for Grant
Balance at July 31, 2019	21,058
Restricted stock units granted (1)	(6,111)
Options granted	(382)
Share-based awards canceled/forfeited/expired (1)(2)	3,482
Balance at July 31, 2020	18,047
Shares available for grant under the Credit Karma Plan	4,298
Restricted stock units granted (1)	(9,191)
Options granted	(323)
Share-based awards canceled/forfeited/expired (1)(2)	4,020
Balance at July 31, 2021	16,851
Additional shares authorized	19,903
Restricted stock units granted (1)	(14,868)
Options granted	(400)
Share-based awards canceled/forfeited/expired (1)(2)	4,774
Balance at July 31, 2022	26,260

(1)RSUs granted from the pool of shares available for grant under our Restated 2005 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 Restated 2005 Plan increase the pool by 2.3 shares for each share forfeited. Through January 20, 2022, shares granted from the Credit Karma Plan reduce the pool by one share for each share granted and shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by one share for each share forfeited. Beginning January 20, 2022, shares forfeited and returned to the pool from the Credit Karma Plan increase the pool by 2.3 shares for each share forfeited. No shares were granted from the Credit Karma Plan after January 20, 2022.

(2)Stock options and RSUs canceled, expired or forfeited under our Restated 2005 Plan and Credit Karma Plan are returned to the pool of shares available for grant. Under the Restated 2005 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.

Summary of restricted stock unit activity

A summary of RSU and restricted stock activity for the periods indicated was as follows:

(Shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at July 31, 2019	5,683	$186.22
Granted	2,657	271.80
Vested	(2,039)	180.40
Forfeited	(637)	154.91
Nonvested at July 31, 2020	5,664	231.97
Assumed through acquisition	1,998	355.49
Granted(1)	3,877	431.82
Restricted stock subject to revest provisions issued in connection with acquisition	775	355.49
Vested	(2,242)	262.23
Forfeited	(1,034)	251.41
Nonvested at July 31, 2021	9,038	345.86
Granted(2)	6,634	466.12
Vested	(3,154)	351.80
Forfeited	(1,051)	351.15
Nonvested at July 31, 2022	11,467	$413.32

(1)This includes 809,000 RSUs granted to the employees of Credit Karma in connection with the acquisition with a grant date fair value of $300 million. See Note 7, “Business Combinations.”

(2)This 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 $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 $211 million. See Note 7, “Business Combinations.”

Additional information regarding RSUs

Additional information regarding our RSUs is shown in the table below.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Total fair market value of shares vested	$	1,658	$	942	$	620
Share-based compensation for RSUs	$	1,248	$	708	$	382
Total tax benefit related to RSU share-based compensation expense	$	375	$	225	$	134
Cash tax benefits realized for tax deductions for RSUs	$	334	$	221	$	139

Stock option activity

A summary of stock option activity for the periods indicated was as follows:

	Options Outstanding
(Shares in thousands)	Number of Shares	Weighted Average Exercise Price Per Share
Balance at July 31, 2019	3,374	$150.75
Granted	382	303.94
Exercised	(993)	111.82
Canceled or expired	(82)	188.39
Balance at July 31, 2020	2,681	185.83
Granted	323	525.51
Exercised	(718)	128.39
Canceled or expired	(82)	264.53
Balance at July 31, 2021	2,204	251.48
Granted	400	448.59
Exercised	(242)	164.94
Canceled or expired	(70)	426.22
Balance at July 31, 2022	2,292	$289.62

Stock options outstanding

Information regarding stock options outstanding as of July 31, 2022 is summarized below:

	Number of Shares (in thousands)	Weighted Average Remaining Contractual Life (in Years)	Weighted Average Exercise Price per Share	Aggregate Intrinsic Value (in millions)
Options outstanding	2,292	3.98	$289.62	$361
Options exercisable	1,440	2.74	$209.73	$328

Additional information regarding stock options and ESPP shares

Additional information regarding our stock options and ESPP shares is shown in the table below.

	Twelve Months Ended July 31,
(In millions except per share amounts)	2022		2021		2020
Weighted average fair value of options granted (per share)	$	136.76	$	122.16	$	74.85
Total grant date fair value of options vested	$	25	$	17	$	23
Aggregate intrinsic value of options exercised	$	78	$	179	$	159
Share-based compensation expense for stock options and ESPP	$	60	$	45	$	53
Total tax benefit for stock option and ESPP share-based compensation	$	21	$	44	$	39
Cash received from option exercises	$	40	$	92	$	111
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements	$	37	$	48	$	39

Components of accumulated other comprehensive loss, net of income taxes

The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our consolidated balance sheets at the dates indicated.

	July 31,
(In millions)	2022		2021
Unrealized gain (loss) on available-for-sale debt securities	$	(7)	$	3
Foreign currency translation adjustments	(53)		(27)
Total accumulated other comprehensive loss	$	(60)	$	(24)

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Segment Information (Tables)

12 Months Ended

Jul. 31, 2022

Segment Reporting [Abstract]

Financial results by reportable segment and significant product and service

The following table shows our financial results by reportable segment for the periods indicated.

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
Small Business & Self-Employed	$	6,460	$	4,688	$	4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679
Operating income:
Small Business & Self-Employed	$	3,499	$	2,590	$	2,091
Consumer	2,483		2,237		2,063
Credit Karma	531		182		—
ProConnect	383		372		346
Total segment operating income	6,896		5,381		4,500
Unallocated corporate items:
Share-based compensation expense	(1,308)		(753)		(435)
Other corporate expenses	(2,461)		(1,932)		(1,861)
Amortization of acquired technology	(140)		(50)		(22)
Amortization of other acquired intangible assets	(416)		(146)		(6)
Total unallocated corporate items	(4,325)		(2,881)		(2,324)
Total operating income	$	2,571	$	2,500	$	2,176

Revenue classified by significant product and service offerings was as follows:

	Twelve Months Ended July 31,
(In millions)	2022		2021		2020
Net revenue:
QuickBooks Online Accounting	$	2,267	$	1,699	$	1,354
Online Services	2,171		1,051		828
Total Online Ecosystem	4,438		2,750		2,182
QuickBooks Desktop Accounting	851		789		755
Desktop Services and Supplies	1,171		1,149		1,113
Total Desktop Ecosystem	2,022		1,938		1,868
Small Business & Self-Employed	6,460		4,688		4,050
Consumer	3,915		3,563		3,136
Credit Karma	1,805		865		—
ProConnect	546		517		493
Total net revenue	$	12,726	$	9,633	$	7,679

XML

Description of Business and Summary of Significant Accounting Policies - Additional information (Details) - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Property, Plant and Equipment [Line Items]
Deferred revenue, revenue recognized	$ 684,000,000	$ 652,000,000
Revenue, performance obligation, description of timing	12 months
Deferred revenue	$ 6,000,000	8,000,000
Advertising expense	$ 1,600,000,000	1,100,000,000	$ 778,000,000
Business combination measurement period	1 year
Goodwill, impairment loss	$ 0	$ 0	$ 0
Acquired intangible assets, useful life	13 years	14 years
Minimum
Property, Plant and Equipment [Line Items]
Capitalized contract cost, amortization period	3 years
Property and equipment, useful life	2 years
Acquired intangible assets, useful life	2 years
Maximum
Property, Plant and Equipment [Line Items]
Capitalized contract cost, amortization period	4 years
Property and equipment, useful life	30 years
Acquired intangible assets, useful life	15 years
Software Development | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Software Development | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	6 years

XML

Description of Business and Summary of Significant Accounting Policies - Schedule of shares used in the computation of basic and diluted net income per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Numerator:
Net income	$ 2,066	$ 2,062	$ 1,826
Shares used in basic per share amounts:
Weighted average common shares outstanding (in shares)	280	270	261
Shares used in diluted per share amounts:
Weighted average common shares outstanding (in shares)	280	270	261
Dilutive common equivalent shares from stock options and restricted stock awards (in shares)	4	3	3
Dilutive weighted average common shares outstanding (in shares)	284	273	264
Basic and diluted net income per share:
Basic net income per share (in dollars per share)	$ 7.38	$ 7.65	$ 6.99
Diluted net income per share (in dollars per share)	$ 7.28	$ 7.56	$ 6.92
Weighted average stock options and restricted stock units that have been excluded from dilutive common equivalent shares outstanding due to their anti-dilutive effect (in shares)	1	0	0

XML

Fair Value Measurements - Schedule of financial assets and liabilities measured at fair value (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Assets:
Cash equivalents, primarily money market funds and time deposits	$ 2,796	$ 2,562
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Liabilities:
Carrying value	6,914	2,034
Municipal bonds
Available-for-sale debt securities:
Total available-for-sale debt securities	0	38
Corporate notes
Available-for-sale debt securities:
Total available-for-sale debt securities	589	1,400
U.S. agency securities
Available-for-sale debt securities:
Total available-for-sale debt securities	96	70
Fair Value, Measurements, Recurring
Assets:
Cash equivalents, primarily money market funds and time deposits	1,835	1,660
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Total assets measured at fair value on a recurring basis	2,520	3,168
Fair Value, Measurements, Recurring | Municipal bonds
Available-for-sale debt securities:
Total available-for-sale debt securities	0	38
Fair Value, Measurements, Recurring | Corporate notes
Available-for-sale debt securities:
Total available-for-sale debt securities	589	1,400
Fair Value, Measurements, Recurring | U.S. agency securities
Available-for-sale debt securities:
Total available-for-sale debt securities	96	70
Fair Value, Measurements, Recurring | Level 1
Assets:
Cash equivalents, primarily money market funds and time deposits	1,835	1,660
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Total assets measured at fair value on a recurring basis	1,835	1,660
Fair Value, Measurements, Recurring | Level 1 | Municipal bonds
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | Level 1 | Corporate notes
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | Level 1 | U.S. agency securities
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | Level 2
Assets:
Cash equivalents, primarily money market funds and time deposits	0	0
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Total assets measured at fair value on a recurring basis	685	1,508
Fair Value, Measurements, Recurring | Level 2 | Municipal bonds
Available-for-sale debt securities:
Total available-for-sale debt securities	0	38
Fair Value, Measurements, Recurring | Level 2 | Corporate notes
Available-for-sale debt securities:
Total available-for-sale debt securities	589	1,400
Fair Value, Measurements, Recurring | Level 2 | U.S. agency securities
Available-for-sale debt securities:
Total available-for-sale debt securities	96	70
Senior Unsecured Notes
Liabilities:
Carrying value	1,990	1,990
Senior Unsecured Notes | Fair Value, Measurements, Recurring
Liabilities:
Senior unsecured notes	1,838	1,986
Senior Unsecured Notes | Fair Value, Measurements, Recurring | Level 1
Liabilities:
Senior unsecured notes	0	0
Senior Unsecured Notes | Fair Value, Measurements, Recurring | Level 2
Liabilities:
Senior unsecured notes	$ 1,838	$ 1,986

XML

Fair Value Measurements - Schedule of cash equivalents and available-for-sale debt securities by balance sheet classification (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Cash equivalents:
Total cash and cash equivalents	$ 2,796	$ 2,562
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Long-term Investments	98	43
Level 3
Available-for-sale debt securities:
Upward adjustments to non-marketable equity securities	54	17	$ 0
Cumulative upward adjustments to non-marketable equity securities	71
In funds receivable and amounts held for customers
Available-for-sale debt securities:
Total available-for-sale debt securities	431	457
Fair Value, Measurements, Recurring
Cash equivalents:
Total cash and cash equivalents	1,835	1,660
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Fair Value, Measurements, Recurring | Level 1
Cash equivalents:
Total cash and cash equivalents	1,835	1,660
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | Level 2
Cash equivalents:
Total cash and cash equivalents	0	0
Available-for-sale debt securities:
Total available-for-sale debt securities	685	1,508
Fair Value, Measurements, Recurring | In cash and cash equivalents
Cash equivalents:
Total cash and cash equivalents	1,835	1,660
Fair Value, Measurements, Recurring | In cash and cash equivalents | Level 1
Cash equivalents:
Total cash and cash equivalents	1,835	1,660
Fair Value, Measurements, Recurring | In cash and cash equivalents | Level 2
Cash equivalents:
Total cash and cash equivalents	0	0
Fair Value, Measurements, Recurring | In investments
Available-for-sale debt securities:
Total available-for-sale debt securities	485	1,308
Fair Value, Measurements, Recurring | In investments | Level 1
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | In investments | Level 2
Available-for-sale debt securities:
Total available-for-sale debt securities	485	1,308
Fair Value, Measurements, Recurring | In funds receivable and amounts held for customers
Available-for-sale debt securities:
Total available-for-sale debt securities	200	200
Fair Value, Measurements, Recurring | In funds receivable and amounts held for customers | Level 1
Available-for-sale debt securities:
Total available-for-sale debt securities	0	0
Fair Value, Measurements, Recurring | In funds receivable and amounts held for customers | Level 2
Available-for-sale debt securities:
Total available-for-sale debt securities	$ 200	$ 200

XML

Cash and Cash Equivalents, Investments, and Funds Held for Customers - Table of cash and cash equivalents, investments, and funds receivable and amounts held for customers by balance sheet classification (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Amortized Cost
Cash and cash equivalents	$ 2,796	$ 2,562	$ 6,442
Investments	694	1,504
Total cash and cash equivalents, investments, and funds held for customers	3,721	4,323
Fair Value
Cash and cash equivalents	2,796	2,562
Investments	685	1,508
Total cash and cash equivalents, investments, and funds held for customers	3,712	4,327
Investments
Amortized Cost
Investments	490	1,305
Fair Value
Investments	485	1,308
In funds receivable and amounts held for customers
Amortized Cost
Investments	435	456
Fair Value
Investments	$ 431	$ 457

XML

Cash and Cash Equivalents, Investments, and Funds Held for Customers - Table of cash and cash equivalents, investments, and relevant portion of funds receivable and amounts held for customers by investment type (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Amortized Cost
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$ 2,997	$ 2,819	$ 6,697	$ 2,352
Total available-for-sale debt securities	694	1,504
Total cash and cash equivalents, investments, and funds held for customers	3,691	4,323
Fair Value
Total available-for-sale debt securities	685	1,508
Total cash and cash equivalents, investments, and funds held for customers	3,682	4,327
Funds receivable and amounts held for customers not measured or recorded at fair value
Amortized Cost
Total available-for-sale debt securities	30
Total cash, cash equivalents, restricted cash, and restricted cash equivalents
Amortized Cost
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	2,997	2,819
Fair Value
Total cash and cash equivalents	2,997	2,819
Total available-for-sale debt securities
Amortized Cost
Total available-for-sale debt securities	694	1,504
Fair Value
Total available-for-sale debt securities	685	1,508
Municipal bonds
Amortized Cost
Total available-for-sale debt securities	0	37
Fair Value
Total available-for-sale debt securities	0	38
Corporate notes
Amortized Cost
Total available-for-sale debt securities	597	1,397
Fair Value
Total available-for-sale debt securities	589	1,400
U.S. agency securities
Amortized Cost
Total available-for-sale debt securities	97	70
Fair Value
Total available-for-sale debt securities	$ 96	$ 70

XML

Cash and Cash Equivalents, Investments, and Funds Held for Customers - Table of available-for-sale debt securities classified by maturity date (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Amortized Cost
Due within one year	$ 316	$ 551
Due within two years	298	550
Due within three years	79	398
Due after three years	1	5
Total available-for-sale debt securities	694	1,504
Fair Value
Due within one year	313	553
Due within two years	293	551
Due within three years	78	398
Due after three years	1	6
Total available-for-sale debt securities	$ 685	$ 1,508

XML

Cash and Cash Equivalents, Investments, and Funds Held for Customers - Investments in funds receivable and amounts held for customers (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Cash and Cash Equivalents, Investments and Funds Held for Customers [Abstract]
Restricted cash and restricted cash equivalents	$ 201	$ 257	$ 255	$ 236
Restricted available-for-sale debt securities and funds receivable	230	200	200	200
Total funds receivable and amounts held for customers	$ 431	$ 457	$ 455	$ 436

XML

Notes Receivable and Allowances for Loan Losses (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Receivables [Abstract]
Notes receivable, net	$ 540	$ 139
Period past due considered delinquent	1 day

XML

Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Property, Plant and Equipment [Line Items]
Equipment	$ 208	$ 199
Computer software	911	899
Furniture and fixtures	101	96
Leasehold improvements	366	350
Land	79	79
Buildings	378	375
Capital in progress	283	122
Total property plant and equipment, gross	2,326	2,120
Less accumulated depreciation and amortization	(1,438)	(1,340)
Total property and equipment, net	$ 888	$ 780
Minimum
Property, Plant and Equipment [Line Items]
Life in years	2 years
Maximum
Property, Plant and Equipment [Line Items]
Life in years	30 years
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Life in years	3 years
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Life in years	5 years
Computer software | Minimum
Property, Plant and Equipment [Line Items]
Life in years	2 years
Computer software | Maximum
Property, Plant and Equipment [Line Items]
Life in years	6 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Life in years	5 years
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Life in years	2 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Life in years	16 years
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Life in years	5 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Life in years	30 years

XML

Property and Equipment - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Property, Plant and Equipment [Abstract]
Capitalized software costs	$ 72	$ 72	$ 78
Capitalized labor costs	$ 13	$ 30	$ 40

XML

Goodwill and Acquired Intangible Assets - Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 5,613	$ 1,654
Goodwill Acquired	8,132	3,957
Foreign Currency Translation	(9)	2
Goodwill, ending balance	13,736	5,613
Small Business & Self-Employed
Goodwill [Roll Forward]
Goodwill, beginning balance	1,578	1,518
Goodwill Acquired	8,115	59
Foreign Currency Translation	(4)	1
Goodwill, ending balance	9,689	1,578
Goodwill net of accumulated impairment losses			$ 114
Consumer
Goodwill [Roll Forward]
Goodwill, beginning balance	42	42
Goodwill Acquired	10	0
Foreign Currency Translation	(1)	0
Goodwill, ending balance	51	42
Credit Karma
Goodwill [Roll Forward]
Goodwill, beginning balance	3,898	0
Goodwill Acquired	5	3,898
Foreign Currency Translation	(4)	0
Goodwill, ending balance	3,899	3,898
ProConnect
Goodwill [Roll Forward]
Goodwill, beginning balance	95	94
Goodwill Acquired	2	0
Foreign Currency Translation	0	1
Goodwill, ending balance	$ 97	$ 95

XML

Goodwill and Acquired Intangible Assets - Acquired intangible assets (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Finite-Lived Intangible Assets [Abstract]
Cost	$ 8,531	$ 4,166
Accumulated amortization	(1,470)	(914)
Acquired intangible assets, net	$ 7,061	$ 3,252
Weighted average life in years	13 years	14 years
Expected Future Amortization Expense
2023	$ 646
2024	624
2025	622
2026	620
2027	594
Thereafter	3,955
Total expected future amortization expense	7,061	$ 3,252
Customer Lists / User Relationships
Finite-Lived Intangible Assets [Abstract]
Cost	6,197	3,038
Accumulated amortization	(748)	(377)
Acquired intangible assets, net	$ 5,449	$ 2,661
Weighted average life in years	14 years	15 years
Expected Future Amortization Expense
Total expected future amortization expense	$ 5,449	$ 2,661
Purchased Technology
Finite-Lived Intangible Assets [Abstract]
Cost	1,612	686
Accumulated amortization	(593)	(455)
Acquired intangible assets, net	$ 1,019	$ 231
Weighted average life in years	8 years	5 years
Expected Future Amortization Expense
Total expected future amortization expense	$ 1,019	$ 231
Trade Names and Logos
Finite-Lived Intangible Assets [Abstract]
Cost	680	400
Accumulated amortization	(87)	(41)
Acquired intangible assets, net	$ 593	$ 359
Weighted average life in years	13 years	15 years
Expected Future Amortization Expense
Total expected future amortization expense	$ 593	$ 359
Covenants Not to Compete or Sue
Finite-Lived Intangible Assets [Abstract]
Cost	42	42
Accumulated amortization	(42)	(41)
Acquired intangible assets, net	$ 0	$ 1
Weighted average life in years	0 years	3 years
Expected Future Amortization Expense
Total expected future amortization expense	$ 0	$ 1

XML

Business Combinations - Additional information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			12 Months Ended
	Nov. 01, 2021	Dec. 03, 2020	Jul. 31, 2022	Jul. 31, 2021	Oct. 29, 2021	Dec. 02, 2020
The Rocket Science Group, LLC (Mailchimp)
Business Acquisition [Line Items]
Revenue attributable to Mailchip			$ 762,000
Acquisition costs			63,000
Consideration transferred	$ 12,000,000
Payments to acquire businesses	$ 5,700,000
Business acquisition, equity interest issued (in shares)	10,100
Fair value of equity awards	$ 6,300,000
Share price (in dollars per share)					$ 625.99
Equity expensed	$ 151,000
Period of expense	4 years
Estimated useful life	12 years
Total purchase price allocation	$ 11,996,000
Credit Karma
Business Acquisition [Line Items]
Acquisition costs			31,000	$ 28,000
Consideration transferred		$ 8,100,000
Payments to acquire businesses		$ 3,400,000
Share price (in dollars per share)						$ 355.49
Estimated useful life		14 years 4 months 24 days
Total purchase price allocation		$ 7,195,000
Service period of equity awards assumed		3 years
Credit Karma | Common Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued (in shares)		10,600
Fair value of equity awards		$ 3,800,000
Restricted Stock Units (RSUs) | The Rocket Science Group, LLC (Mailchimp)
Business Acquisition [Line Items]
Business acquisition, equity interest issued (in shares)	325
Fair value of equity awards	$ 211,000
Stock units issued in substitution of outstanding equity incentive awards	583
Grant date fair value of equity awards	$ 355,000
Period of equity purchase agreement	3 years
Equity awards expensed, period two	$ 60,000
Period of expense, period two	6 months
Restricted Stock Units (RSUs) | Credit Karma
Business Acquisition [Line Items]
Fair value of equity awards			$ 300,000
Restricted Stock Units (RSUs) | Credit Karma | Empolyees of Credit Karma
Business Acquisition [Line Items]
Fair value of equity awards		$ 300,000
Service period of equity awards assumed		4 years
Equity Award | Credit Karma
Business Acquisition [Line Items]
Consideration transferred liabilities incurred, included in purchase price		$ 47,000
Consideration transferred liabilities incurred, not included in purchase price		663,000
Revest Provision | Credit Karma
Business Acquisition [Line Items]
Fair value of equity awards		$ 275,000

XML

Business Combinations - Schedule of preliminary allocation of purchase price (Details) - USD ($) $ in Millions	Jul. 31, 2022	Nov. 01, 2021	Jul. 31, 2021	Dec. 03, 2020	Jul. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 13,736		$ 5,613		$ 1,654
The Rocket Science Group, LLC (Mailchimp)
Business Acquisition [Line Items]
Cash and cash equivalents		$ 42
Investments		126
Accounts receivable, net		25
Income taxes receivable		1
Prepaid expenses and other current assets		24
Long-term investments		1
Property and equipment, net		15
Operating lease right-of-use assets		31
Goodwill		8,101
Intangible assets		4,340
Long-term deferred income tax assets		6
Other assets		1
Accounts payable		(163)
Accrued compensation and related liabilities		(409)
Deferred revenue		(52)
Other current liabilities		(68)
Long-term portion of operating lease liabilities		(20)
Other long-term obligations		(5)
Total purchase price allocation		$ 11,996
Credit Karma
Business Acquisition [Line Items]
Cash and cash equivalents				$ 436
Accounts receivable, net				141
Income taxes receivable				59
Prepaid expenses and other current assets				7
Long-term investments				3
Property and equipment, net				63
Operating lease right-of-use assets				167
Goodwill				3,898
Intangible assets				3,372
Other assets				81
Accounts payable				(86)
Accrued compensation and related liabilities				(113)
Other current liabilities				(24)
Operating lease liabilities				(172)
Long-term deferred income tax liabilities				(627)
Other long-term obligations				(10)
Total purchase price allocation				$ 7,195

XML

Business Combinations - Intangible assets (Details) - USD ($) $ in Millions	Nov. 01, 2021	Dec. 03, 2020
The Rocket Science Group, LLC (Mailchimp)
Business Acquisition [Line Items]
Estimated Useful Life	12 years
Intangible assets	$ 4,340
The Rocket Science Group, LLC (Mailchimp) | Customer Lists / User Relationships
Business Acquisition [Line Items]
Estimated Useful Life	13 years
Intangible assets	$ 3,160
The Rocket Science Group, LLC (Mailchimp) | Purchased technology
Business Acquisition [Line Items]
Estimated Useful Life	9 years
Intangible assets	$ 900
The Rocket Science Group, LLC (Mailchimp) | Trade names/Trademarks
Business Acquisition [Line Items]
Estimated Useful Life	10 years
Intangible assets	$ 280
Credit Karma
Business Acquisition [Line Items]
Estimated Useful Life		14 years 4 months 24 days
Intangible assets		$ 3,372
Credit Karma | User relationships
Business Acquisition [Line Items]
Estimated Useful Life		15 years
Intangible assets		$ 2,781
Credit Karma | Purchased technology
Business Acquisition [Line Items]
Estimated Useful Life		6 years
Intangible assets		$ 216
Credit Karma | Trade names/Trademarks
Business Acquisition [Line Items]
Estimated Useful Life		15 years
Intangible assets		$ 375

XML

Business Combinations - Long term income tax assets and liabilities (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021	Dec. 03, 2020
Business Acquisition [Line Items]
Intangibles	$ (868)	$ (844)
Federal research and experimentation credit carryforwards	3
Other, net	23	16
Total net long-term deferred income tax liabilities	$ (619)	$ (525)
Credit Karma
Business Acquisition [Line Items]
Intangibles			$ (851)
Federal and state net operating loss carryforwards			138
Federal research and experimentation credit carryforwards			51
Other, net			35
Total net long-term deferred income tax liabilities			$ (627)

XML

Debt - Summary of senior unsecured debt (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Debt Instrument [Line Items]
Total senior unsecured notes	$ 6,930	$ 2,048
Unamortized discount and debt issuance costs	(16)	(14)
Total future principal payments for long-term debt	6,914	2,034
Short-term debt	499	0
Long-term debt	6,415	2,034
Term Loan
Debt Instrument [Line Items]
Total senior unsecured notes	4,700	0
Senior Unsecured Notes | 0.650% Notes Due July 2023
Debt Instrument [Line Items]
Total senior unsecured notes	$ 500	500
Stated interest rate (in percent)	0.65%
Effective interest rate (in percent)	0.837%
Senior Unsecured Notes | 0.950% Notes Due July 2025
Debt Instrument [Line Items]
Total senior unsecured notes	$ 500	500
Stated interest rate (in percent)	0.95%
Effective interest rate (in percent)	1.127%
Senior Unsecured Notes | 1.350% notes due July 2027
Debt Instrument [Line Items]
Total senior unsecured notes	$ 500	500
Stated interest rate (in percent)	1.35%
Effective interest rate (in percent)	1.486%
Senior Unsecured Notes | 1.650% notes due July 2030
Debt Instrument [Line Items]
Total senior unsecured notes	$ 500	500
Stated interest rate (in percent)	1.65%
Effective interest rate (in percent)	1.767%
Line of Credit | Secured Revolving Credit Facility | Revolving Credit Facility | Subsidiary
Debt Instrument [Line Items]
Amount outstanding under credit facility	$ 230	$ 48

XML

Debt - Narrative (Details)			1 Months Ended		12 Months Ended
	Jul. 18, 2022 USD ($)	Nov. 01, 2021 USD ($) extension	Jun. 30, 2021 series	Jun. 30, 2020 USD ($)	Jul. 31, 2022 USD ($)	Jul. 31, 2021 USD ($)	Jul. 31, 2020 USD ($)
Debt Instrument [Line Items]
Number of unsecured note series | series			4
Proceeds from issuance of long-term debt					$ 4,700,000,000	$ 0	$ 1,983,000,000
Interest paid					67,000,000	30,000,000	14,000,000
Total future principal payments for long-term debt					6,914,000,000	2,034,000,000
Unamortized debt issuance costs					16,000,000	14,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Interest paid					0	1,000,000	2,000,000
Unsecured Debt | The Rocket Science Group, LLC (Mailchimp)
Debt Instrument [Line Items]
Total future principal payments for long-term debt		$ 4,700,000,000			4,700,000,000
Unamortized debt issuance costs					5,000,000
The Notes | Senior Unsecured Notes
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt				$ 1,980,000,000
Debt discount				2,000,000
Debt issuance costs				$ 15,000,000
Interest paid					23,000,000	24,000,000
Repurchase price (in percent)				101.00%
Amendment To Master Credit Agreement | Term Loan
Debt Instrument [Line Items]
Interest paid					42,000,000	2,000,000	9,000,000
Amendment To Master Credit Agreement | Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount		$ 5,700,000,000
Debt instrument, covenant, debt To EBITDA ratio, maximum		3.25
Debt instrument, covenant, EBITDA to annual interest expense ratio, minimum		3.00
Amendment To Master Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 1,000,000,000
Revolving credit facility, increase limit		$ 250,000,000
Debt instrument, maturity date extension | extension		2
Fair value of amount outstanding					0
Amendment To Master Credit Agreement | Line of Credit | Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.00%
Amendment To Master Credit Agreement | Line of Credit | Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		0.10%
Amendment To Master Credit Agreement | Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.69%
Amendment To Master Credit Agreement | Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		1.10%
Amendment To Master Credit Agreement | Unsecured Debt | Term Loan
Debt Instrument [Line Items]
Aggregate principal amount		$ 4,700,000,000
Revolving Credit Facility Due 2026 | Revolving Credit Facility
Debt Instrument [Line Items]
Option to increase credit amount		$ 400,000,000
Unsecured Term Loan Due 2024 | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.00%
Unsecured Term Loan Due 2024 | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		0.125%
Unsecured Term Loan Due 2024 | SOFR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.625%
Unsecured Term Loan Due 2024 | SOFR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		1.125%
Secured Revolving Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Interest paid					2,000,000	3,000,000	$ 3,000,000
Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Subsidiary
Debt Instrument [Line Items]
Revolving credit facility	$ 500,000,000
Committed portion of revolving credit facility	300,000,000
Uncommitted portion of revolving credit facility	$ 200,000,000
Amount outstanding under credit facility					$ 230,000,000	$ 48,000,000
Weighted-average interest rate					3.96%
Amounts secured on outstanding balance					$ 615,000,000
Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Subsidiary | Minimum
Debt Instrument [Line Items]
Interest accrual, unused portion	0.25%
Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Subsidiary | Maximum
Debt Instrument [Line Items]
Interest accrual, unused portion	0.75%
Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Subsidiary
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%

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Debt - Future principal payments (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Debt Disclosure [Abstract]
2023	$ 500
2024	0
2025	5,200
2026	230
2027	500
Thereafter	500
Total future principal payments for long-term debt	$ 6,930	$ 2,048

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Other Liabilities and Commitments - Other current liabiliites (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Executive deferred compensation plan liabilities	$ 147	$ 153
Accrued settlement for state attorneys general	141	0
Sales, property, and other taxes	40	5
Current portion of operating lease liabilities	84	66
Reserve for returns and credits	25	21
Amounts due for share repurchases	10	17
Merchant and consumer payments processing reserves	21	10
Reserve for promotional discounts and rebates	6	10
Current portion of dividend payable	12	9
Interest payable	11	1
Income taxes payable	8	3
Other	74	66
Total other current liabilities	$ 579	$ 361

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Other Liabilities and Commitments - Other long-term obligations (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Income tax liabilities	$ 44	$ 24
Dividend payable	12	8
Deferred revenue	6	8
Other	25	13
Total other long-term obligations	$ 87	$ 53

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Other Liabilities and Commitments - Annual minimum commitments under purchase obligations (Details) $ in Millions	Jul. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 673
2024	434
2025	470
2026	233
2027	28
Thereafter	468
Total commitments	$ 2,306

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Leases - Narrative (Details) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2020 USD ($)	Jul. 31, 2022 optionToExtend
Lessee, Lease, Description [Line Items]
Operating lease terms		20 years
Number of options to extend | optionToExtend		1
Option to extend operating leases		10 years
Operating sublease terms		8 years
Reduction of right-of-use asset | $	$ 61
Reduction of lease liability | $	$ 61
Minimum
Lessee, Lease, Description [Line Items]
Number of sublease renewal options | optionToExtend		1
Maximum
Lessee, Lease, Description [Line Items]
Term of sublease renewal options (up to)		5 years

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Leases - Lease cost (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Leases [Abstract]
Operating lease cost	$ 105	$ 75	$ 69
Variable lease cost	15	11	13
Sublease income	(17)	(16)	(22)
Total net lease cost	$ 103	$ 70	$ 60

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Leases - Supplemental cash flows (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 104	$ 76	$ 70
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 238	$ 60	346
Right-of-use assets, obtained in exchange for new operating lease liabilities, existing prior to August 1, 2019			319
Right-of-use assets, obtained in exchange for new operating lease liabilities, operating leases not yet commenced			$ 27

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Leases - Other lease information (Details)	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Leases [Abstract]
Weighted-average remaining lease term for operating leases	8 years 1 month 6 days	6 years 9 months 18 days	5 years 6 months
Weighted-average discount rate for operating leases	2.90%	2.30%	3.10%

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Leases - Schedule of future payments (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Operating Lease Maturity
2023	$ 64
2024	105
2025	93
2026	76
2027	67
Thereafter	323
Total future minimum lease payments	728
Less imputed interest	(102)
Present value of lease liabilities	626	$ 446
Sublease Income Maturity
2023	11
2024	10
2025	5
2026	1
2027	1
Thereafter	$ 3

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Leases - Supplemental balance sheet (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 549	$ 380
Other current liabilities	84	66
Operating lease liabilities	542	380
Total operating lease liabilities	$ 626	$ 446
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Liabilities, Current	Other Liabilities, Current

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Income Taxes - Provision for income taxes from continuing operations (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Current:
Federal	$ 253	$ 399	$ 372
State	93	121	79
Foreign	31	17	21
Total current	377	537	472
Deferred:
Federal	85	(33)	(47)
State	18	(11)	(47)
Foreign	(4)	1	(6)
Total deferred	99	(43)	(100)
Total provision for income taxes	$ 476	$ 494	$ 372

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Income Taxes - Additional information (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Operating Loss Carryforwards [Line Items]
Excess tax benefits related to stock-based compensation	$ 134	$ 126	$ 90
Valuation allowance	244	205
Federal research and experimentation credit carryforwards	3
Unrecognized tax benefits	216	190	101	$ 120
Favorable net impact to income tax expense due to recognition of tax benefits	123
Long term income tax receivable	89	75
Domestic Country
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	22
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Excess tax benefits related to stock-based compensation	22	$ 21	$ 11
Operating loss carryforwards	86
Deferred tax asset net operating loss carryforward	6
Valuation allowance	3
Foreign Tax Authority | Inland Revenue, Singapore (IRAS)
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	78
Foreign Tax Authority | Secretariat of the Federal Revenue Bureau of Brazil
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	69
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC)
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	36
Research Tax Credit Carryforward | State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Deferred tax assets, tax credit carryforwards	$ 289

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Income Taxes - Sources of income from continuing operations (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ 2,433	$ 2,497	$ 2,206
Foreign	109	59	(8)
Income before income taxes	$ 2,542	$ 2,556	$ 2,198

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Income Taxes - Differences between income taxes calculated using the federal statutory income tax rate and the provision for income taxes from continuing operations (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Operating Loss Carryforwards [Line Items]
Income before income taxes	$ 2,542	$ 2,556	$ 2,198
Statutory federal income tax	534	537	462
State income tax, net of federal benefit	87	87	25
Federal research and experimentation credits	(94)	(70)	(54)
Share-based compensation	54	38	22
Federal excess tax benefits related to share-based compensation	134	126	90
Effects of non-U.S. operations	4	4	13
Other, net	3	3	(17)
Total provision for income taxes	476	494	372
Domestic Country
Operating Loss Carryforwards [Line Items]
Federal excess tax benefits related to share-based compensation	$ (112)	$ (105)	$ (79)

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Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021
Deferred tax assets:
Accruals and reserves not currently deductible	$ 84	$ 48
Operating lease liabilities	168	113
Accrued and deferred compensation	84	132
Loss and tax credit carryforwards	224	282
Intangible assets	25	33
Share-based compensation	97	59
Other, net	23	16
Total gross deferred tax assets	705	683
Valuation allowance	(244)	(205)
Total deferred tax assets	461	478
Deferred tax liabilities:
Operating lease right-of-use assets	149	96
Intangibles	868	844
Property and equipment	9	10
Other, net	43	45
Total deferred tax liabilities	1,069	995
Net deferred tax assets (liabilities)	(608)	(517)
Deferred Tax Assets, Net [Abstract]
Long-term deferred income tax assets	11	8
Long-term deferred income tax liabilities	$ (619)	$ (525)

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Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefits, beginning balance	$ 190	$ 101	$ 120
Increases related to tax positions from prior fiscal years, including acquisitions	9	69	2
Decreases related to tax positions from prior fiscal years	(13)	0	(35)
Increases related to tax positions taken during current fiscal year	31	31	21
Settlements with tax authorities	0	0	(1)
Lapse of statute of limitations	(1)	(11)	(6)
Gross unrecognized tax benefits, ending balance	$ 216	$ 190	$ 101

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Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions		6 Months Ended	12 Months Ended
	Jan. 20, 2022 shares	Jul. 31, 2022 USD ($) shares	Jul. 31, 2022 USD ($) period $ / shares shares	Jul. 31, 2021 USD ($) shares	Jul. 31, 2020 USD ($) shares	Aug. 31, 2022 $ / shares	Aug. 19, 2022 USD ($)	Dec. 03, 2020 shares	Jul. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchased during period (in shares) | $			$ 1,854	$ 1,022	$ 318
Stock repurchased and settled after period (in shares) | $			$ 10
Common stock dividends, cash paid (in dollars per share) | $ / shares			$ 2.72
Common stock dividends | $			$ (781)
Common stock, shares authorized (in shares)		750,000,000	750,000,000	750,000,000
Pool shares reduced for each share granted (in shares)			2.3
Pool shares increased for each share forfeited (in shares)		2.3	2.3
Shares available for grant (in shares)		26,260,000	26,260,000	16,851,000	18,047,000				21,058,000
Stock offering period, months, employee stock purchase plans			6 months
Stock accrual period, employee stock purchase plans, number of accrual periods | period			2
Stock offering period, number of months in accrual period			3 months
Percentage of lower of the closing price for stock on the first day last day of the offering period			85.00%
Shares issued during period for Employee Stock Purchase Plans (in shares)			326,961	405,268	449,999
Shares available for issuance under Employee Stock Purchase Plan (in shares)		723,955	723,955
Credit Karma
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for future issuance under assumed plan (in shares)								3,366,512
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of years until options vest			7 years
Shares available for grant (in shares)		26,300,000	26,300,000
Stock Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Stock Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of total share-based compensation expense			85.00%
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		23,800,000	23,800,000
Restated 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		159,500,000	159,500,000
Restated 2005 Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pool shares reduced for each share granted (in shares)			1
Number of shares added back to plan when grants are forfeited (in shares)			1
Credit Karma Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pool shares reduced for each share granted (in shares)	1
Number of shares added back to plan when grants are forfeited (in shares)	1
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized amount (in shares) | $							$ 2,000
Dividend per share payable (in dollars per share) | $ / shares						$ 0.78
Current Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program remaining authorized repurchase amount | $		$ 1,500	$ 1,500
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchases under stock repurchase programs (in shares)			3,754,000	2,422,000	1,176,000

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Stockholders' Equity - Share-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,308	$ 753	$ 435
Income tax benefit	(396)	(269)	(173)
Decrease in net income	912	484	262
Software and Software Development Costs
Decrease in net income per share:
Share-based compensation expense	$ 1	$ 2	$ 3
Share Based Compensation Expense
Decrease in net income per share:
Basic (in dollars per share)	$ 3.26	$ 1.79	$ 1.00
Diluted (in dollars per share)	$ 3.21	$ 1.77	$ 0.99
Total share-based compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,308	$ 753	$ 435
Cost of product revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	2	1	1
Cost of service and other revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	144	68	59
Selling and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	309	183	116
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	521	281	151
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 332	$ 220	$ 108

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Stockholders' Equity - Determining Fair Value (Details)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	35.00%	29.00%	32.00%
Weighted average expected volatility	35.00%	29.00%	32.00%
Risk-free interest rate	2.73%	0.62%	0.20%
Expected dividend yield	0.61%	0.45%	0.70%
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected volatility	23.00%	34.00%	39.00%
Employee Stock | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	26.00%	31.00%	23.00%
Risk-free interest rate	0.04%	0.02%	0.24%
Expected dividend yield	0.47%	0.60%	0.74%
Employee Stock | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	39.00%	36.00%	72.00%
Risk-free interest rate	0.44%	0.17%	2.23%
Expected dividend yield	0.59%	0.75%	0.95%

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Stockholders' Equity - Share-Based Awards Available for Grant (Details) - shares		6 Months Ended	12 Months Ended
	Jan. 20, 2022	Jul. 31, 2022	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares available for grant, beginning balance (in shares)			16,851,000	18,047,000	21,058,000
Additional shares authorized (in shares)			19,903,000
Shares available for grant under an assumed plan (in shares)				4,298,000
Restricted stock units granted (in shares)			(14,868,000)	(9,191,000)	(6,111,000)
Options granted (in shares)			(400,000)	(323,000)	(382,000)
Share-based awards canceled/forfeited/expired (in shares)			4,774,000	4,020,000	3,482,000
Shares available for grant, ending balance (in shares)		26,260,000	26,260,000	16,851,000	18,047,000
Pool shares reduced for each share granted (in shares)			2.3
Pool shares increased for each share forfeited (in shares)		2.3	2.3
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares available for grant, ending balance (in shares)		26,300,000	26,300,000
Stock Options | Restated 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Pool shares reduced for each share granted (in shares)			1
Number of shares added back to plan when grants are forfeited (in shares)			1
Restricted Stock Units (RSUs) | Credit Karma Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Pool shares reduced for each share granted (in shares)	1
Number of shares added back to plan when grants are forfeited (in shares)	1

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Stockholders' Equity - Restricted Stock Unit Activity and Related Share-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 01, 2021	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Number of Shares
Nonvested, number of shares, beginning balance (in shares)		9,038,000	5,664,000	5,683,000
Assumed through acquisition (in shares)			1,998,000
Granted (in shares)		6,634,000	3,877,000	2,657,000
Restricted stock subject to revest provisions issued in connection with acquisition (in shares)			775,000
Vested (in shares)		(3,154,000)	(2,242,000)	(2,039,000)
Forfeited (in shares)		(1,051,000)	(1,034,000)	(637,000)
Nonvested, number of shares, ending balance (in shares)		11,467,000	9,038,000	5,664,000
Weighted Average Grant Date Fair Value
Nonvested, weighted average grant date fair value per share, beginning balance (in dollars per share)		$ 345.86	$ 231.97	$ 186.22
Assumed through acquisition (in dollars per share)			355.49
Granted (in dollars per share)		466.12	431.82	271.80
Restricted stock subject to revest provisions issued in connection with acquisition (in dollars per share)			355.49
Vested (in dollars per share)		351.80	262.23	180.40
Forfeited (in dollars per share)		351.15	251.41	154.91
Nonvested, weighted average grant date fair value per share, ending balance (in dollars per share)		$ 413.32	$ 345.86	$ 231.97
Total tax benefit related to RSU share-based compensation expense		$ 396,000	$ 269,000	$ 173,000
The Rocket Science Group, LLC (Mailchimp)
Weighted Average Grant Date Fair Value
Fair value of equity awards	$ 6,300,000
Business acquisition, equity interest issued (in shares)	10,100,000
Restricted Stock Units (RSUs)
Weighted Average Grant Date Fair Value
Total fair market value of shares vested		1,658,000	942,000	620,000
Share-based compensation for RSUs		1,248,000	708,000	382,000
Total tax benefit related to RSU share-based compensation expense		375,000	225,000	134,000
Cash tax benefits realized for tax deductions for RSUs		334,000	$ 221,000	$ 139,000
Unrecognized compensation cost		$ 4,300,000
Weighted average vesting period		3 years 1 month 6 days
Restricted Stock Units (RSUs) | Credit Karma
Number of Shares
Granted (in shares)		809,000
Weighted Average Grant Date Fair Value
Fair value of equity awards		$ 300,000
Restricted Stock Units (RSUs) | The Rocket Science Group, LLC (Mailchimp)
Weighted Average Grant Date Fair Value
Fair value of equity awards	$ 211,000
Stock units issued in substitution of outstanding equity incentive awards	583,000
Grant date fair value of equity awards	$ 355,000
Business acquisition, equity interest issued (in shares)	325,000

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Stockholders' Equity - Stock Option Activity and Related Share-Based Compensation Expense (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Summary of stock option activity, number of shares
Number of shares, beginning balance (in shares)	2,204	2,681	3,374
Granted (in shares)	400	323	382
Exercised (in shares)	(242)	(718)	(993)
Canceled or expired (in shares)	(70)	(82)	(82)
Number of shares, ending balance (in shares)	2,292	2,204	2,681
Weighted Average Exercise Price Per Share
Weighted average exercise price per share, Beginning Balance (in dollars per share)	$ 251.48	$ 185.83	$ 150.75
Granted (in dollars per share)	448.59	525.51	303.94
Exercised (in dollars per share)	164.94	128.39	111.82
Canceled or expired (in dollars per share)	426.22	264.53	188.39
Weighted average exercise price per share, Ending Balance (in dollars per share)	$ 289.62	$ 251.48	$ 185.83
Stock Options Outstanding
Number of shares (in thousands), options outstanding (in shares)	2,292	2,204	2,681
Weighted average remaining contractual life (in years), options outstanding	3 years 11 months 23 days
Weighted average exercise price per share, options outstanding (in dollars per share)	$ 289.62	$ 251.48	$ 185.83
Aggregate intrinsic value (in millions), options outstanding	$ 361
Number of shares (in thousands), options exercisable (in shares)	1,440
Weighted average remaining contractual life (in years) options exercisable	2 years 8 months 26 days
Weighted average exercise price per share, options exercisable (in dollars per share)	$ 209.73
Aggregate intrinsic value (in millions), options exercisable	$ 328
Market price of common stock (in dollars per share)	$ 456.17
Additional information on stock options and ESPP shares
Weighted average fair value of options granted (in dollars per share)	$ 136.76	$ 122.16	$ 74.85
Total grant date fair value of options vested	$ 25	$ 17	$ 23
Aggregate intrinsic value of options exercised	78	179	159
Total tax benefit for stock option and ESPP share-based compensation	396	269	173
Cash received from option exercises	40	92	111
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements	37	48	39
Stock Options And Espp
Additional information on stock options and ESPP shares
Share-based compensation expense for stock options and ESPP	60	45	53
Total tax benefit for stock option and ESPP share-based compensation	21	$ 44	$ 39
Employee Stock Option
Additional information on stock options and ESPP shares
Unrecognized compensation cost	$ 98
Weighted average vesting period	3 years 3 months 18 days

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Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders’ equity	$ 16,441	$ 9,869	$ 5,106	$ 3,749
Unrealized gain (loss) on available-for-sale debt securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders’ equity	(7)	3
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders’ equity	(53)	(27)
AOCI Attributable to Parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders’ equity	$ (60)	$ (24)	$ (32)	$ (36)

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Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Maximum percent of salary and bonus eligible for executive deferred compensation plan	75.00%
Executive deferred compensation plan liabilities	$ 147	$ 153
Maximum percent of pre tax salary eligible for contribution to employee plan	50.00%
Additional employer contribution for next six percent of salary (in percent)	125.00%
Additional salary contributed by the employee (in percent)	6.00%
Matching contributions	$ 118	$ 80	$ 69
Credit Karma
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, maximum annual contributions per employee, percent	90.00%
Defined contribution plan, employer matching contribution, percent of match	100.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%

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Legal Proceedings (Details) $ in Millions	May 04, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement	$ 141

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Segment Information - Narrative (Details) - segment	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting Information [Line Items]
Number of reportable segments	4
Revenue Benchmark | International | Geographic Concentration Risk
Segment Reporting Information [Line Items]
Total International net revenue as a percentage	8.00%	5.00%	4.00%

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Segment Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Net revenue:
Total net revenue	$ 12,726	$ 9,633	$ 7,679
Operating income:
Total segment operating income	2,571	2,500	2,176
Unallocated corporate items:
Amortization of acquired technology	(140)	(50)	(22)
Amortization of other acquired intangible assets	(416)	(146)	(6)
QuickBooks Online Accounting
Net revenue:
Total net revenue	2,267	1,699	1,354
Online Services
Net revenue:
Total net revenue	2,171	1,051	828
Total Online Ecosystem
Net revenue:
Total net revenue	4,438	2,750	2,182
QuickBooks Desktop Accounting
Net revenue:
Total net revenue	851	789	755
Desktop Services and Supplies
Net revenue:
Total net revenue	1,171	1,149	1,113
Total Desktop Ecosystem
Net revenue:
Total net revenue	2,022	1,938	1,868
Small Business & Self-Employed
Net revenue:
Total net revenue	6,460	4,688	4,050
Consumer
Net revenue:
Total net revenue	3,915	3,563	3,136
Credit Karma
Net revenue:
Total net revenue	1,805	865	0
ProConnect
Net revenue:
Total net revenue	546	517	493
Operating Segments
Operating income:
Total segment operating income	6,896	5,381	4,500
Operating Segments | Small Business & Self-Employed
Operating income:
Total segment operating income	3,499	2,590	2,091
Operating Segments | Consumer
Operating income:
Total segment operating income	2,483	2,237	2,063
Operating Segments | Credit Karma
Operating income:
Total segment operating income	531	182	0
Operating Segments | ProConnect
Operating income:
Total segment operating income	383	372	346
Segment Reconciling Items
Unallocated corporate items:
Share-based compensation expense	(1,308)	(753)	(435)
Other corporate expenses	(2,461)	(1,932)	(1,861)
Amortization of acquired technology	(140)	(50)	(22)
Amortization of other acquired intangible assets	(416)	(146)	(6)
Total unallocated corporate items	$ (4,325)	$ (2,881)	$ (2,324)

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Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2020
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation and qualifying accounts, beginning balance	$ 96	$ 12	$ 3
Additions Charged to Expense/ Revenue	74	92	68
Deductions	(139)	(8)	(59)
Valuation and qualifying accounts, ending balance	31	96	12
Reserve for returns and credits
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation and qualifying accounts, beginning balance	21	24	24
Additions Charged to Expense/ Revenue	183	168	170
Deductions	(179)	(171)	(170)
Valuation and qualifying accounts, ending balance	25	21	24
Reserve for promotional discounts and rebates
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation and qualifying accounts, beginning balance	10	11	11
Additions Charged to Expense/ Revenue	64	62	73
Deductions	(68)	(63)	(73)
Valuation and qualifying accounts, ending balance	$ 6	$ 10	$ 11