UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | | | | | | | | | | | | | |
| | FORM SD | | |
| | Specialized Disclosure Report | | |
| | | | |
| | | | |
| | INTUIT INC. | | |
| (Exact name of registrant as specified in its charter) |
|
| | | | |
| | | | | | | | |
| Delaware | | 000-21180 |
(State or other jurisdiction
of incorporation) | | (Commission file number) |
| | |
| 2700 Coast Avenue Mountain View, CA 94043 | |
| (Address of principal executive offices)
(Zip Code) | |
| | |
| Tyler Cozzens | |
| Senior Vice President, Deputy General Counsel |
| (650) 944-6000 |
| (Name and telephone number, including area code, of the person to contact in connection with this report.) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
| | | | | |
þ
| Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
| ☐ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended ____. |
Section 1 - Conflict Minerals Disclosure
Items 1.01 and 1.02 Conflict Minerals Disclosure and Report; Exhibit
Conflict Minerals Disclosure
A copy of Intuit Inc.’s Conflict Minerals Report for the year ended December 31, 2023 is filed as Exhibit 1.01 hereto and is publicly available at https://www.intuit.com/company/supplier-programs/policies/conflict-mineral-policy/.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 - Exhibits
Item 3.01 Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| | | | | | | | |
| INTUIT INC. | Date: May 31, 2024 |
| |
| By: | /s/ SANDEEP AUJLA | |
| Name: Sandeep Aujla | |
| Title: EVP and Chief Financial Officer | |
Exhibit 1.01
Intuit Inc.
Conflict Minerals Report
For The Year Ended December 31, 2023
Conflict Minerals Rule
This Conflict Minerals Report (“CMR”) of Intuit Inc. (“Intuit,” “we,” or “our”) for the year ended December 31, 2023 is presented to comply with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended (the “Conflict Mineral Rules”). Rule 13p-1 imposes certain reporting obligations on U.S. Securities and Exchange Commission registrants that manufacture or contract to manufacture products containing certain minerals which are necessary to the functionality or production of those products. These minerals are cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (“Conflict Minerals”). Rule 13p-1 focuses on Conflict Minerals originating from the Democratic Republic of Congo and nine adjoining countries (together, the “Covered Countries”). If, based on a Reasonable Country of Origin Inquiry (“RCOI”), a registrant has reason to believe that any of the necessary Conflict Minerals contained in its products may have originated in the Covered Countries and may not be from recycled or scrap sources, then the registrant must exercise due diligence on such Conflict Minerals’ source and chain of custody.
Company Overview
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 global financial 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. 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 their books are done right. Lacerte, ProSeries, and ProConnect Tax Online are our leading tax preparation offerings for professional accountants. We refer to these brands herein as Intuit’s “Core Products” and they account for a majority of our total annual revenue. These offerings include software products distributed through downloading, cloud-based services and CDs. In addition to these core software offerings, Intuit also contracts to manufacture a bluetooth card reader that connects to smart phones and tablets and allows merchants to process credit card payments (“Intuit Payment Devices”).
Conflict Minerals Rule Applicability
Intuit has reviewed the products it manufactures or contracts to manufacture and has confirmed that none of its Core Products described above contain Conflict Minerals. For the 2023 reporting period, the Intuit Payment Devices are the only products that Intuit contracted to manufacture that contain Conflict Minerals that are necessary to their functionality or production. This CMR relates to the due diligence process undertaken for the Intuit Payment Devices.
Intuit contracts to manufacture the Intuit Payment Devices with one direct supplier (“Tier One Supplier”). Intuit does not directly purchase raw minerals, including Conflict Minerals, and is many steps removed from the mines, smelters and refiners that supply the Conflict Minerals contained in the Intuit Payment Devices.
Statements in this CMR are based on our due diligence activities performed in good faith for calendar year 2023. Factors that could affect the accuracy of the statements in this CMR include, but are not limited to, incomplete supplier or smelter data available through suppliers or smelters, on-going certification of smelters, continued guidance or amendments to the Conflict Minerals Rules and other factors.
Reasonable Country of Origin Inquiry
Intuit conducted an RCOI to determine whether any of the necessary Conflict Minerals in the Intuit Payment Devices originated in the Covered Countries, or were Conflict Minerals from recycled or scrap sources by surveying our supply base for the Intuit Payment Devices. Based on its RCOI, Intuit was unable to determine that such Conflict Minerals did not originate in the Covered Countries or came from recycled or scrap sources. Accordingly, we conducted due diligence on the source and chain of custody of such Conflict Minerals, as discussed below.
Due Diligence Program
Intuit’s due diligence program was designed to conform, in all material respects, to the five-step framework laid out in the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition and related Supplements on Tin, Tantalum and Tungsten and on Gold (collectively, the “OECD Guidance”). Below is a summary of the design of our due diligence program as it relates to the five-step framework under the OECD Guidance.
Step 1: Establish Strong Company Management Systems
Intuit has established strong company management systems relating to conflict minerals. We have a dedicated working group comprised of subject matter experts within the Supply Chain organization and Legal teams, and this working group has met regularly since its formation in 2013. The working group reports regularly on progress to a disclosure committee of senior executives, including the Chief Financial Officer, Chief Accounting Officer and General Counsel, and also updates the Audit and Risk Committee of the Board of Directors. Management has also developed a Conflict Minerals Policy that is posted at https://www.intuit.com/company/supplier-programs/policies/conflict-mineral-policy/ to clearly
communicate Intuit’s commitment to developing and maintaining a conflict-free mineral supply chain to its suppliers and the public.
In addition, in order to improve on the quality of information provided by its supply chain, Intuit has amended its agreements with its suppliers to strengthen the contractual requirements to source from certified conflict-free sources wherever possible. Intuit requires the inclusion of similar provisions in its agreements with new suppliers.
Finally, we maintain a company-level grievance mechanism, as described in our Code of Conduct & Ethics, that enables employees to report concerns, including any concerns regarding Intuit’s Conflict Minerals supply chain. Intuit also maintains an integrity hotline that third parties can use to report on financial and ethical issues, including issues concerning our Conflict Minerals supply chain. The number for this hotline is 1-877-379-3939.
Step 2: Identify and Assess Risk in the Supply Chain
Intuit relies on the Tier One Supplier to provide information regarding the Conflict Minerals contained in the Intuit Payment Devices, and the Tier One Supplier is similarly reliant upon information provided by its suppliers. In this process, Intuit used the due diligence tools developed by the Responsible Minerals Initiative (“RMI”), including the RMI’s Conflict Minerals Reporting Template (“Template”), which is designed to identify the smelters that process the Conflict Minerals in a company’s supply chain.
Intuit reviewed the Templates provided by the Tier One Supplier for completeness, accuracy and consistency. Intuit compared the identified smelters against the RMI’s standard smelter list and the list of compliant smelters published by the Responsible Minerals Assurance Process (“RMAP”).
Step 3: Design and Implement a Strategy to Respond to Identified Risks
Intuit’s strategy to respond to the identified risks in its supply chain focuses on implementing requirements that its Tier One Supplier source the components in the Intuit Payment Devices from smelters certified under RMAP wherever possible. In this regard, where Template responses indicate that suppliers are not using sources that have been certified as conformant to an independent third-party audit program such as RMAP, we engaged with the Tier One Supplier to encourage them to establish an alternative source of Conflict Minerals. Intuit holds regular meetings with its Tier One Supplier to discuss and assess whether all of the suppliers in the supply chain are diligently working to get the Template completed in an accurate and timely manner. We also update our Audit and Risk Committee at least annually on our conflict minerals reporting.
Step 4: Support Independent Third-Party Audit of Supply Chain Due Diligence
Intuit does not have direct relationships with smelters and is many steps removed from the mines, smelters and refiners. We do not perform direct audits of these entities’ supply chains for Conflict Minerals. However, Intuit supports the development of, and smelters’ participation in, independent third-party audits of smelters’ sourcing practices, such as the RMAP.
Step 5: Report on Supply Chain Diligence
Intuit is committed to full and transparent disclosure of its efforts to facilitate the responsible sourcing of minerals for its products. This CMR is available on Intuit’s website at https://www.intuit.com/company/supplier-programs/policies/conflict-mineral-policy/.
Results of Due Diligence
For the 2023 reporting period, we had reason to believe that the Conflict Minerals contained in the Intuit Payment Devices may have originated from the Covered Countries and may not have come from recycled or scrap sources. Intuit exercised due diligence as described above on the source and chain of custody of these necessary Conflict Minerals.
Intuit’s efforts to determine the mine or location of origin of the Conflict Minerals in the Intuit Payment Devices with the greatest possible specificity consisted of the due diligence measures described in this CMR, including our efforts to seek information from our suppliers using the Template. Based on responses we received from our Tier One Supplier, 125 smelters were identified as potentially being in Intuit’s supply chain.
The table below illustrates our results by providing, for each relevant metal, the number and percentage of identified smelters of Conflict Minerals that were RMAP-conformant during the 2023 reporting period.
| | | | | | | | | | | |
| Conflict Minerals | Total Smelters in Supply Chain | Total RMAP - Compliant Smelters | % of RMAP- Compliant Smelters |
| Gold | 60 | 53 | 88 |
| Tantalum | 24 | 23 | 96 |
| Tin | 22 | 19 | 86 |
| Tungsten | 19 | 17 | 89 |
| Grand total | 125 | 112 | 90 |
For the 2023 reporting period, 90% of the smelters identified in our supply chain were RMAP-conformant.
Intuit cannot be certain that the list of 125 smelters is comprehensive and that there are no other smelters that contribute to the components in the Intuit Payment Devices. Consequently, we are unable to determine that the Conflict Minerals utilized in the Intuit Payment Devices did not originate in the Covered Countries or directly or indirectly benefit armed groups.
Although Intuit requested information from the Tier One Supplier at a product level, its response provided information at a company or division level, but not at a product level. Therefore, the information provided was not necessarily limited to smelters confirmed to be in Intuit’s supply chain. As a result, Intuit is unable to validate whether the facilities identified by the Tier One Supplier, which are listed in Annex A hereto, in fact contributed Conflict Minerals to Intuit Payment Devices.
Additional Mitigation Efforts
Intuit is committed to responsible sourcing and has been dedicated to ensuring that any Conflict Minerals contained in its products do not finance armed groups. Towards this end, Intuit has made notable progress in ensuring that Conflict Minerals are responsibly sourced from smelters that are conformant with RMAP.
Intuit has developed procedures consistent with the RBA recommendations for responsible sourcing of Conflict Minerals, as set forth in the OECD Guidance and has implemented the best practices that are relevant to its supply chain that have been developed by the RMI. Intuit will continue to monitor and implement relevant best practices recommendations from the RBA as well as Conflict Minerals trends that impact Intuit’s business.
Further, Intuit:
•while on-boarding our Tier One Supplier, included a provision in the supplier contract to ensure that it is committed to responsible sourcing of Conflict Minerals;
•conducts benchmarking sessions with manufacturers and other technology companies in Silicon Valley;
•sets up webinars with its suppliers to address concerns and questions; and
•continues to work with suppliers to see that they have robust due diligence practices.
We also continue to work with our Tier One Supplier and the RBA to ensure that our Tier One Supplier continues to make all reasonable efforts to source from smelters that are compliant with the RMAP.
While we are pleased with our progress in developing a conflict-free supply chain of Conflict Minerals in our existing products, we may continue to introduce new products, including devices that may contain certain Conflict Minerals necessary to their functionality or production. To that extent, we will continue to take all reasonable efforts to source such Conflict Minerals from smelters that are compliant with the RMAP.
ANNEX A
2023 Facility List
The following is a list of the facilities that the suppliers we surveyed reported as being in their supply chains.
| | | | | | | | |
| Mineral | Smelter Name | Country |
| Tungsten | A.L.M.T. Corp. | JAPAN |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA |
| Tungsten | Global Tungsten & Powders LLC | UNITED STATES OF AMERICA |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA |
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA |
| Tungsten | H.C. Starck Tungsten GmbH | GERMANY |
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | CHINA |
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | CHINA |
| Tungsten | Hydrometallurg, JSC | RUSSIAN FEDERATION |
| Tungsten | Japan New Metals Co., Ltd. | JAPAN |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA |
| Tungsten | Kennametal Huntsville | UNITED STATES OF AMERICA |
| Tungsten | Kennametal Fallon | UNITED STATES OF AMERICA |
| Tungsten | Masan High-Tech Materials | VIETNAM |
| Tungsten | TANIOBIS Smelting GmbH & Co. KG | GERMANY |
| Tungsten | Wolfram Bergbau und Hutten AG | AUSTRIA |
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA |
| Tin | Alpha | UNITED STATES OF AMERICA |
| Tin | China Tin Group Co., Ltd. | CHINA |
| Tin | Dowa | JAPAN |
| Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) |
| Tin | Fenix Metals | POLAND |
| Tin | Gejiu Kai Meng Industry and Trade LLC | CHINA |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA |
| Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | CHINA |
| Tin | Magnu's Minerais Metais e Ligas Ltda. | BRAZIL |
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA |
| Tin | Melt Metais e Ligas S.A. | BRAZIL |
| Tin | Mineracao Taboca S.A. | BRAZIL |
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA |
| Tin | PT Mitra Stania Prima | INDONESIA |
| Tin | PT Refined Bangka Tin | INDONESIA |
| Tin | PT Timah Tbk Kundur | INDONESIA |
| Tin | PT Timah Tbk Mentok | INDONESIA |
| Tin | Rui Da Hung | TAIWAN, PROVINCE OF CHINA |
| | | | | | | | |
| Tin | Thaisarco | THAILAND |
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CHINA |
| Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
| Tantalum | AMG Brasil | BRAZIL |
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA |
| Tantalum | F&X Electro-Materials Ltd. | CHINA |
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES OF AMERICA |
| Tantalum | Global Advanced Metals Aizu | JAPAN |
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA |
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA |
| Tantalum | KEMET de Mexico | MEXICO |
| Tantalum | Materion Newton Inc. | UNITED STATES OF AMERICA |
| Tantalum | Mineracao Taboca S.A. | BRAZIL |
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
| Tantalum | Metallurgical Products India Pvt., Ltd. | INDIA |
| Tantalum | NPM Silmet AS | ESTONIA |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA |
| Tantalum | QuantumClean | UNITED STATES OF AMERICA |
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION |
| Tantalum | Taki Chemical Co., Ltd. | JAPAN |
| Tantalum | TANIOBIS Co., Ltd | THAILAND |
| Tantalum | TANIOBIS GmbH | GERMANY |
| Tantalum | TANIOBIS Smelting GmbH & Co. KG | GERMANY |
| Tantalum | Telex Metals | UNITED STATES OF AMERICA |
| Tantalum | XIMEI RESOURCES (GUANGDONG) Limited | CHINA |
| Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA |
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN |
| Gold | Agosi AG | GERMANY |
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | BRAZIL |
| Gold | Argor-Heraeus S.A. | SWITZERLAND |
| Gold | Asahi Pretec Corp. | JAPAN |
| Gold | Asahi Refining Canada Ltd. | CANADA |
| Gold | Asahi Refining USA Inc. | UNITED STATES OF AMERICA |
| Gold | Asaka Riken Co., Ltd. | JAPAN |
| Gold | Aurubis AG | GERMANY |
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES |
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA |
| Gold | Cendres + Metaux S.A. | SWITZERLAND |
| Gold | Chimet S.p.A. | ITALY |
| Gold | DSC (Do Sung Corporation) | KOREA, REPUBLIC OF |
| Gold | Dowa | JAPAN |
| Gold | Eco-System Recycling Co., Ltd. East Plant | JAPAN |
| | | | | | | | |
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA |
| Gold | Heraeus Metals Hong Kong Ltd. | CHINA |
| Gold | Heraeus Germany GmbH Co. KG | GERMANY |
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA |
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN |
| Gold | Istanbul Gold Refinery | TURKEY |
| Gold | Japan Mint | JAPAN |
| Gold | Jiangxi Copper Co., Ltd. | CHINA |
| Gold | JSC Uralelectromed | RUSSIAN FEDERATION |
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN |
| Gold | Kazzinc | KAZAKHSTAN |
| Gold | Kennecott Utah Copper LLC | UNITED STATES OF AMERICA |
| Gold | Kojima Chemicals Co., Ltd. | JAPAN |
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN |
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA |
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE |
| Gold | Metalor Technologies S.A. | SWITZERLAND |
| Gold | Metalor USA Refining Corporation | UNITED STATES OF AMERICA |
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO |
| Gold | Mitsubishi Materials Corporation | JAPAN |
| Gold | MKS PAMP SA | SWITZERLAND |
| Gold | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | TURKEY |
| Gold | Nihon Material Co., Ltd. | JAPAN |
| Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN |
| Gold | OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) | RUSSIAN FEDERATION |
| Gold | PX Precinox S.A. | SWITZERLAND |
| Gold | Royal Canadian Mint | CANADA |
| Gold | Samduck Precious Metals | KOREA, REPUBLIC OF |
| Gold | SEMPSA Joyeria Plateria S.A. | SPAIN |
| Gold | Shandong Gold Smelting Co., Ltd. | CHINA |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA |
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION |
| Gold | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA |
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN |
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN |
| Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM |
| Gold | Umicore Precious Metals Thailand | THAILAND |
| Gold | United Precious Metal Refining, Inc. | UNITED STATES OF AMERICA |
| Gold | Valcambi S.A. | SWITZERLAND |
| Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA |
| Gold | Yamakin Co., Ltd. | JAPAN |
| | | | | | | | |
| Gold | Yokohama Metal Co., Ltd. | JAPAN |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA |
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