Good afternoon. My name is Aaron, and I'll be your conference call facilitator. At this time, I would like to welcome everyone to Intuit's conference call announcing the proposed acquisition of Mailchimp. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. If you'd like to ask a question this time, simply press star then the number one on your telephone keypad. If you'd like to withdraw your question, press the pound key. With that, I'll now turn the call over to Kim Watkins, Intuit's Vice President of Investor Relations. Ms. Watkins? Thanks, Aaron. Good afternoon, and welcome to Intuit's conference call to discuss the acquisition of Mailchimp. I'm here with Intuit's CEO, Sasan Goodarzi; Michelle Clatterbuck, our CFO; and Ben Chestnut, Co-founder and CEO of Mailchimp. Before we start, I'd like to remind everyone that our remarks will include forward-looking statements. There are a number of factors that could cause Intuit's results to differ materially from our expectations. You can learn more about these risks in the press release we issued earlier this afternoon, our Form 10-K for fiscal 2021, and our other SEC filings. All of those documents are available on the investor relations page of Intuit's website at intuit.com. We assume no obligation to update any forward-looking statements. A copy of our prepared remarks will be available on our website after this call ends. With that, I'll turn the call over to Sasan. Great. Thanks, Kim, and thanks to all of you for joining us today. I'm very excited to announce that we've reached an agreement to acquire Mailchimp, a global customer engagement and marketing platform for growing small and mid-market businesses, for approximately $12 billion. I could not be more excited about this transaction, and I'm thrilled to welcome the Mailchimp team to Intuit. Please refer to the press release we issued today and the slide deck we posted on our website for an overview of the transaction and additional details. Our mission is to power prosperity around the world. We deliver on that mission by working to solve consumers' and small businesses' most important problems. Today, half of small businesses fail within the first five years. We have declared a bold goal for 2025 to improve the success rate of our small business customers to more than 10 points better than the industry average. The acquisition of Mailchimp aims to accelerate our ability to achieve this goal and our strategy of becoming an AI-driven expert platform by providing tools to enable small businesses to get, engage, and retain customers in order to grow and run their business. The acquisition of Mailchimp seeks to significantly accelerate two of our big bets. These include our big bets to be the center of small business growth and to disrupt the small business mid-market. Small and mid-market businesses tell us a significant pain point in getting and engaging customers, with 2/3 of small businesses citing finding new customers as their biggest obstacle to growth. One-quarter of small businesses struggle to retain their customers. In addition, a majority of small businesses, more than 3/4, haven't adopted a CRM or a customer relationship management solution. We aim to become the source of truth for small and medium-sized businesses by helping them grow and run their business. Together, Intuit and Mailchimp will work to deliver on the vision of creating an innovative end-to-end customer growth platform for small and mid-market businesses. This allows them to get their business online, market their business, manage customer relationships, benefit from insights and analytics, get paid, access capital, pay employees, manage cash flow, and be organized and compliant with experts at their fingertips all in one place. Delivering on the promise to be the single source of truth, small and mid-market businesses will have the power to combine their customer data from Mailchimp and QuickBooks's purchase data to get actionable insights they need to grow and run their business with confidence. This is where the real magic happens, bringing the two platforms together. Let me share a little bit more about Mailchimp. Mailchimp is recognized as a leading marketing platform, and its evolution is remarkable. Founded in 2001, Mailchimp began by offering email marketing solutions and evolved into a global leader in customer engagement and marketing automation, fueled by a powerful, cutting edge, AI-driven technology. Mailchimp's digital marketing tools include the following. E-commerce, including seamless online transactions and sales through web stores, shoppable social pages, pay-enabled appointments, and email. Marketing automation, enabling small and mid-market businesses to create campaigns that make it easy to send the right messages to the right customers at exactly the right moment. This includes digital multi-channel promotion, which helps small and mid-market businesses build a following by targeting, reaching, and engaging customers across digital channels, all from one place. Customer relationship management, including powerful, action-oriented, predictive insights to drive customer value and loyalty. All of these offerings are driven by more than 2 billion data points across Mailchimp's platform, which creates insights allowing small and mid-market businesses to test, track, and optimize for each customer engagement. Mailchimp brings technology at scale with global customer reach to Intuit. The company has 13 million total users and derives over half its revenue from customers outside the U.S. It has 2.4 million monthly active users and 800,000 paying customers. The platform has strong brand recognition and a Net Promoter Score of 60. Mailchimp has 70 billion contacts and generates 2.2 million daily AI-driven predictions and has more than 250 integration partners. Combining customer data from Mailchimp and purchase data from QuickBooks will create actionable insights and opportunities for small and mid-market businesses to grow. Intuit and Mailchimp will focus on three priorities. First, deliver on our vision of an end-to-end innovative customer growth platform to help customers get their business online, market their business, manage their customer relationships, get paid, access capital, pay employees, manage cash flow, and be compliant all in one place. Second, disrupt the mid-market by developing a full marketing automation, CRM, and e-commerce suite for mid-market customers at an attractive price point, enabling mid-market customers to use the power of the platform to grow their business. Third, accelerate growth globally for QuickBooks and Mailchimp with a global go-to-market approach. Now let me introduce you to Ben Chestnut, Co-founder and CEO of Mailchimp, to share his perspective. Thank you, Sasan. I'm thrilled to be here today. We've spent the last 20 years on a mission to empower small businesses to grow. By listening to our small business customers and innovating fast to meet their needs, we've built a global customer engagement and marketing platform. I'm proud of what our team has accomplished together, and I've long admired Intuit. We both share a passion for our customers and a like-minded obsession with helping business owners solve their most pressing challenges. Even before Mailchimp started talking to Intuit about this transaction, I've had the chance to connect with Intuit leaders over the years, including the company's Co-founder, Scott Cook, who's given me invaluable advice. We're excited to be joining forces with Intuit and further scale our capabilities and impact. Now I'll pass it back to you, Sasan. Great. Thank you, Ben. Well, we are excited to bring Mailchimp into the Intuit family, combining its global customer reach, data, and technology, and AI-powered automation at scale to accelerate our ability to help small and mid-market businesses grow and run their business with confidence. Let me now hand it over to Michelle to take you through the transaction details. Thanks, Sasan. Good afternoon, everyone. Let me share more details on the proposed acquisition of Mailchimp we announced today. Intuit has agreed to pay total consideration of approximately $12 billion, subject to customary adjustments. This includes approximately $300 million of assumed transaction bonuses in the form of restricted stock units, expensed over three years. The remaining consideration payable to Mailchimp's equity holders is comprised of approximately half cash and half stock. Following the close of the transaction, we will also deliver $200 million of retention equity through restricted stock units awarded to Mailchimp employees, $140 million of which will be expensed over four years, and $60 million will be expensed over six months. We expect to finance the cash portion of the transaction through cash on hand and new debt of approximately $4.5 billion-$5 billion. We expect the transaction to close by the end of the second quarter of fiscal 2022, subject to regulatory approval and other customary closing conditions. We don't foresee an impact on maintaining our dividend and share repurchase principles due to the Mailchimp transaction. We expect the transaction to be accretive to Intuit's non-GAAP earnings per share in full year fiscal 2022. We will provide updated Intuit guidance once the transaction closes. Let me provide you with some additional details on Mailchimp. The company recorded unaudited revenue of approximately $800 million in calendar year 2020, growing 20% year-over-year. Approximately 95% of revenue is recurring, and over 50% of revenue is outside the U.S. With that, I'll turn it back over to Sasan. Great. Thank you, Michelle. I'm excited about the opportunities ahead as we join forces with Mailchimp and accelerate our ability to help small businesses grow. Now let's open it up to your questions. Thank you. Ladies and gentlemen, if you would like to ask a question related to the transaction, please press star then the number one on your telephone keypad. If you'd like to withdraw your question, press the pound key. We will take our first question from Kirk Materne with Evercore. Your line is open. Yeah. Thanks very much, and congratulations on the transaction. Sasan, I was wondering if you could talk about or go a little bit farther, rather, with what you expect to do in terms of blending sort of the customer data that Mailchimp brings, as well as the financial data that obviously is within QuickBooks? I assume you all have some joint customers that maybe you've seen the benefits of that already with. Can you just talk about that and then maybe how important that was in the sort of decision to go ahead and buy into this area versus maybe continue to partner? Thanks. Yeah, Kirk, thank you for your question. In fact, the essence of your question is where the magic comes into play. First and foremost, as we just shared, we're going to now get capabilities that we could only get through partnerships before, which is to help customers take their business online, market their business, and ultimately be able to manage their customers, which is CRM capabilities. The biggest challenge that we've learned through integration on our platform, which Mailchimp is on, and some of the tests that we ran is customers lack something very important, which is understanding who's actually making purchases. Right now, what Mailchimp has, they have a lot of customer data. We have all the purchase data. The magic is putting these two together. What that means is now you actually know who is buying what product, how profitable those purchases are, who is customer like the one that you have that could potentially make more purchases where you could expand your wallet share. By combining both the customer data and the purchase transactional data, we can now do a far better job of helping customers with respect to who they target, who they may provide discounts to, where there's opportunities for a wallet share. They can all do it now in one place, because now you can market your business, have everything, estimates, invoices, be payment-enabled, have access to capital based on your purchase data. Really the magic of this is actually about the power of the data and how we'll then be able to apply AI capabilities to that data to help really fuel the growth of the customer. Great question, and the essence of your question is what really helps us create magic here. Frankly, do something that's never been done before, which is to be the source of juice for small businesses to fuel their success and fuel their growth. Thank you. Thank you, Kirk. We will go next to Alex Zukin with Wolfe Research. Your line is open. Hey, guys. Thanks for taking the question. Sasan, first, I guess the main question is why now on going back into the front office that's a place Intuit has been before? What about Mailchimp specifically stood out from the large amount of competitors, both private and public in the ecosystem? Yeah, Alex. Thank you for the question. First of all, it always feels like it took place now because of when we announced it, but we've been thinking about this for years. Particularly when we announced the customer problems that we want to solve and our AI-driven expert platform strategy, the top problem was helping our customers get customers. This has always been in the forefront of what we wanted to do. It's just now that based on lots of experiments on our platform with different partners on our platform, we feel like we found the perfect match. Before I touch on why Mailchimp, let me just talk about, you touched on the past. In the past, we had dabbled into this space, and really we learned a lot from what we did in the past. Really what we bought in the past was a vertical play. It was a company that was focused primarily in the dental and auto space, and integrated into a legacy desktop practice management platform. This is a cloud SaaS platform, it's a subscription platform, and it has all the capabilities to help customers grow. It has e-commerce capabilities, it has marketing automation capabilities, and CRM capabilities. That's one of several reasons why Mailchimp. We've been looking at this space, and looking at the companies in this space, and again, we have multiple partners on our platform. One, first and foremost, Ben and Intuit are very values driven. Our mission is aligned. The deep care for small businesses is aligned. They are at scale. If you look at the scale that they have with 13 million users, 2.5 million monthly active, 800,000 customers that are paying the data. They have over 2.2 billion data points on their platform. The scale, the data scale, the technology scale, and ultimately the fact that we are so aligned on mission and values, and aligned with them in terms of what we want to do together, that's what ultimately led to Mailchimp. Frankly, there was no close second for us. Got it. Then maybe just one on the financials, Michelle. Thank you for the detail in the presentation about the growth rate in calendar 2020. Is there a sense or an ability to share year- to- date in 2021, was the growth rate of the business either at or above historical levels of 2020, or at or above Intuit's growth, or organic growth profile? Anything would be helpful there. Hey, Alex. Thanks for the question. We're really excited about this, bringing Mailchimp into the Intuit family, obviously. As I mentioned, with the calendar year 2020 revenue of $800 million revenue, and them growing 20% year-over-year. Another great thing about this is that 95% of their revenue is recurring. We're really excited about that. We haven't given any additional details really on their revenue in 2021. Very excited to see what we can do together as they become part of the Intuit family. Perfect. Thank you, guys, and congratulations. Thank you, Alex. Our next question comes from Ken Wong with Guggenheim. Your line is now open. Great. Thanks for taking my question. This one's probably for Michelle, or maybe Ben. Just wondering, as we think about that 2020 growth rate of 20%, any color on whether or not that was you saw a headwind or tailwind from the pandemic in terms of how we should think about what that number did or could look like? Thank you, Ken. First of all, the pandemic overall was challenging for a lot of small businesses. Yes, Mailchimp's customers were impacted. Although they did see some, and Ben can jump in after here, he saw the record emails were sent out during that period, because customers really found value in the Mailchimp product. Small businesses were looking for new ways to get out and get online and really be able to sell their products and reach customers. Mailchimp's revenue and new paying user growth were both negatively impacted because the company was pulling back on some of their marketing spend in order to preserve profitability, and also some of the churn increased. Mailchimp has seen the business and revenue growth rates rebound as the economy has been rebounding, and the company has also been starting to reinvest in marketing activities. Got it. Fantastic. Maybe one more. A lot of your peers in this space, they have the rev- gen half of the business, and then there's also the customer retention half. I guess, how much of the customer retention half do you think Intuit needs to participate in, or are we comfortable with just the revenue generation half of the customer engagement problem? Ken, can I just ask you maybe a follow-up? What do you mean by the retention part of the business? I'm not sure I understand your question. Sure. I guess I think about marketing automation and CRM and the commerce stuff as trying to drive incremental sales. The retention half is you've got, obviously, these large platform players with service automation that obviously handles a lot of the customer support, customer retention piece of the equation. Just wondering if that's an area that you guys think partnering makes more sense, or is that something that you feel at the end of the day you need to be competitive with those other platforms as well? Yeah. Let me add a perspective, and I'd love Ben to jump in as well. One of the things that's really excited me personally about the capabilities that Ben and Mailchimp have created is they focus on not only helping you get customers, but engage customers and then retain customers. Their capabilities from helping you take your business online to helping you market your business so you can get customers, but also their CRM capability that actually helps you manage your customer relationship, allows them to have all the capabilities to do what you're asking across the spectrum. Again, the magic here is now with QuickBooks data and Mailchimp data coming together, we now have customer data and purchase data, so we can actually do even far better targeting or enable small businesses to do far better targeting to be able to retain their customers, to be able to grow their customers, and grow their wallet share. Ben, I'd invite you to add a perspective here as well. I wanted to just share, Ken, what excites me about us coming together. Yeah. The other thing that I was thinking about, we talked about retention and some of the service offerings. I have to say, Mailchimp has been self-serve for 20 years now. Customers come in and do it themselves, and what I'm really super excited about here is the potential of combining with Intuit here and using their AI-driven expert platform to help really supercharge our sales motion at Mailchimp. Great. Fantastic. Thank you, guys. Thank you, Ken. Our next question comes from Michael Turrin with Wells Fargo. Your line is now open. Hey there. Thanks. Appreciate you taking the question. Intuit has historically always had dominant position in the world of accounting with QuickBooks. The marketing space we look at as a bit more competitively crowded, just more players. You gave a good stat on the 75% of small businesses maybe that aren't reached with CRM currently. Can you maybe expand on how you view the positioning of Intuit and what you're able to leverage from your own core that can allow this combination to effectively compete and win new customers in marketing? Yeah, absolutely, Michael. If I take you back to ultimately what we've talked about and what we've declared, which is we want to be the center of small business growth, and we want to be able to take our game to the mid-market. In order to really serve customers and help them fuel their success, we want to be the source of truth for the business and not just the source of truth for their books, which is historically what we've done. Really now, this gives customers the capability to be able to market their business with shoppable social pages, to be able to, when they target customers, be able to send them an estimate, send them an invoice, everything payment- enabled. When they get access to more customers and they have to buy inventory, we can give them access to QuickBooks Capital. Think about this as really integrated capabilities by using the power of the data on behalf of our customers to help them get customers, manage their customers, and retain customers, and be able to expand their wallet share. Whereas before, if you think about before Mailchimp, we were very proud of our capabilities. Our capabilities were around invoicing, getting paid, taking care of your employees, capital, and of course, accounting and being organized. Now we can couple that with, in one place, helping you truly run your business on our platform to fuel your success. There's a lot of overlap between our customers. That's one of the additional things that's very exciting about Mailchimp is truly they have served the salt of the earth, which is these small businesses that we have served. Now together, we can put the power of their data in their hands, because right now they're blindly doing marketing. When they do marketing, they don't actually know if somebody bought anything. Well, we have all that purchase data, and we can help them be far more targeted with their dollars and fuel their growth of their business. Helpful. Thank you. Congrats on the deal, you guys. Yeah. The synergies are significant. Anyway, thank you for your comments. Yep. Thanks, Sasan. Our next question comes from Brent Thill with Jefferies. Your line is now open. Good afternoon. Sasan, you know M&A better at Intuit than most when you think about some of the deals you had to divest. When you think about what you've done now and going on offense with two transactions now. This being your largest ever. Can you just speak to your confidence in M&A, and what you think has changed for Intuit? Because this is definitely a departure from the lane that you were in historically at the company. Yeah. Brent, thank you for your question. I would say extremely confident. First of all, it starts with the clarity of what we want to achieve and our strategy, and being very clear about what we've done to accelerate our organic innovation. Ultimately, time to market matters a ton. We are really repositioning the company to truly be a platform company that a small business can rely on, and a consumer can rely on to achieve financial success. That is unchanged in terms of what we declared several years ago. As you've heard us talk about at Investor Day, our secret sauce is our execution capability. We have really strengthened our execution capability across the company with mission-based teams, single-threaded leaders, where we allocate our dollars, where folks are, in essence, eating and sleeping, what they are focused on. We've learned from years of history of what makes an acquisition successful and what doesn't. We've applied a lot of our best practices to the success, knock on wood, that we've seen with TSheets, and now we're experiencing with Credit Karma. The same playbook that we are putting in place with some changes with Mailchimp, which is it's all about acceleration. It is all about how do we focus on the things that matter the most to accelerate the growth potential of the company. In the case of Mailchimp, as I mentioned earlier, we have three focus areas. One is we're now going to create one growth platform, putting the power of the platform and the data together to fuel the success of small businesses. We're going to take the capabilities and really become even far more robust and aggressive in the mid-market. As you know, we're already winning in the mid-market with QuickBooks Advanced. We can combine it with the capabilities of Mailchimp. Third, Mailchimp, we, as you can imagine, tore apart their product to learn from it. They are self-serve. They are drop-dead easy. Almost 50% of their revenue is outside the U.S., frankly, all the credit to the product that they've created. They haven't done much for that 50% of revenue other than a great product. We're going to really fuel the go-to-market capabilities, both in the U.S. and outside the U.S., to fuel growth. Those three priorities and what we've learned from the past in terms of what makes acquisitions great is our secret to success. I'm very confident with the capabilities of the team to really just fuel what's possible with Mailchimp. Just a quick follow-up. In terms of the revenue engines between the marketing platform, websites, e- commerce, and transactional emails, is there an easy way to bucket it? Emails 30%-40% of revenue, 50%? Have you broken that up or could you give us any color? Thank you. Yeah. The color I would give you is I wouldn't think about it that way. It's a subscription business. Just like a customer buys QuickBooks Essentials or QuickBooks Plus, they're paying a subscription to get access to all the capabilities of QuickBooks, that's the way a Mailchimp is. It's 95% recurring business. It's a subscription-based business. They're buying the capabilities of the platform. Mailchimp started out as an email marketing company. I would not think about Mailchimp as an email marketing company. In fact, if that's what they were, we wouldn't have bought them. They are modern, cutting-edge technology that helps you take your business online, help you market your business on digital platforms and CRM capabilities. Email marketing is just one element of it, whether or not a customer uses it is irrelevant to their subscription-based business. Great. Thank you. Yeah. You're very welcome. We can take our next question from Siti Panigrahi with Mizuho. Your line is open. Congratulations. Thanks for taking my question. Sasan, you have been always saying Intuit more focused on the service-based businesses. Does this acquisition now expand more into product-based businesses? Help us understand a little bit in terms of overlap on the customer base, what sort of cross-sell opportunity you see here, and what are the gaps you can further fill to become the platform for small business? Yeah. Thank you for your question. Again, one of many things we love about Mailchimp is there's actually a lot of overlap. The majority of their business is actually built on service-based small businesses. This really strengthens our position to help fuel the success of small businesses and service-based businesses. During the pandemic, they got very busy to create their e-commerce capabilities, where they now can help you create websites, online stores, shoppable social pages. The capability to have payment-enabled scheduling and appointments. That not only is important for service-based businesses, but also positions us even more strongly to pursue product-based businesses. You combine Mailchimp's capability with ours, which is payments, payroll, capital, inventory capabilities. We can now create one growth platform to also pursue more aggressively product-based businesses. Really, their strength has been in service-based businesses, and so it really strengthens our position in the marketplace to serve small businesses. Michelle, you talked about this as an accretive to your fiscal 2022. Wondering if you could share any kind of profitability in a margin of Mailchimp? Hi, Siti, how are you? Thanks for the question. First, just to reiterate, that we're really excited about the growth opportunities we see for Mailchimp and QuickBooks together. Mailchimp's business has healthy operating margin. We haven't given out any kind of additional details right now, but we feel really good about that. We're also going to continue to manage the business as you know we have today, which is looking at margins across the company so that we can better utilize resources across the entire company as we're becoming more and more of a platform business. We feel very good about adding to that. We still believe that we'll be able to drive operating margin over time, expansion over time. Thank you. Congratulations again. Thank you very much. Thank you. We'll take our final question from Sterling Auty with JP Morgan. Your line is now open. Yeah, thanks. Hi, guys. I wonder if maybe you could, following on that margin question, at least give us a sense of what the gross margins for Mailchimp look like? Yeah, Sterling, thanks for your question. Again, it's not something we've divulged, and so we're not prepared to do it now. I would just reiterate what you heard from Michelle. The fact that an acquisition of this size is going to be accretive in our fiscal year 2022 should tell you about the health of their profitability and margins. We're actually excited about the investment opportunities that we have to accelerate their growth. That's about as much as I can tell you at this point. Yeah, that makes sense. One just quick follow-up. On that accretion, is that accretive without adding back any deferred revenue write-down, or are you saying that it's accretive if you had to do one of the add backs? It's accretive to our FY 2022 guidance. Right. You're adding in Mailchimp, but sometimes in these large acquisitions, companies will say it's accretive, but that's after we add back what we would've lost in a deferred revenue write-down. When you're making that statement, how are you treating that? I know it's too early for you to tell what the write-down's gonna be. It's just, how are you thinking about that? Yeah. Maybe let me take another shot at this and then have Michelle jump in. Okay. Oh, sorry, Michelle. Go ahead. No, sorry. I wasn't sure which was jumping in. This is actually monthly paid, like QuickBooks, and so we don't have that aspect. Fantastic. That helps. Thank you, Michelle. It is not an enterprise sales contract. This does conclude the question- and- answer session. Would the presenters like to close with any additional remarks? Well, we want to just thank everyone. Of course, we know this was very short notice. Thank you for joining, and we look forward to connecting with you at our next earnings call. Thanks, everyone. Bye-bye. Ladies and gentlemen, thank you for participating. This concludes today's conference call.