Federal Register / Vol. 85, No. 242 / Wednesday, December 16, 2020 / Notices 81501 

decree.’’ Id.; see also United States v. 

Mid-Am. Dairymen, Inc., No. 73 CV 

681–W–1, 1977 WL 4352, at *9 (W.D. 

Mo. May 17, 1977) (‘‘It was the intention 

of Congress in enacting [the] APPA to 

preserve consent decrees as a viable 

enforcement option in antitrust cases.’’). 

The United States’ predictions about 

the efficacy of the remedy are to be 

afforded deference by the Court. See, 

e.g., Microsoft, 56 F.3d at 1461 

(recognizing courts should give ‘‘due 

respect to the Justice Department’s . . . 

view of the nature of its case’’); United 

States v. Iron Mountain, Inc., 217 F. 

Supp. 3d 146, 152–53 (D.D.C. 2016) (‘‘In 

evaluating objections to settlement 

agreements under the Tunney Act, a 

court must be mindful that [t]he 

government need not prove that the 

settlements will perfectly remedy the 

alleged antitrust harms[;] it need only 

provide a factual basis for concluding 

that the settlements are reasonably 

adequate remedies for the alleged 

harms.’’) (internal citations omitted); 

United States v. Republic Servs., Inc., 

723 F. Supp. 2d 157, 160 (D.D.C. 2010) 

(noting ‘‘the deferential review to which 

the government’s proposed remedy is 

accorded’’); United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 

6 (D.D.C. 2003) (‘‘A district court must 

accord due respect to the government’s 

prediction as to the effect of proposed 

remedies, its perception of the market 

structure, and its view of the nature of 

the case’’); see also Mid-Am. Dairymen, 

1977 WL 4352, at *9 (‘‘The APPA 

codifies the case law which established 

that the Department of Justice has a 

range of discretion in deciding the terms 

upon which an antitrust case will be 

settled’’). The ultimate question is 

whether ‘‘the remedies [obtained by the 

Final Judgment are] so inconsonant with 

the allegations charged as to fall outside 

of the ‘reaches of the public interest.’ ’’ 

Microsoft, 56 F.3d at 1461 (quoting W. 

Elec. Co., 900 F.2d at 309). 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 

In its 2004 amendments to the APPA, 

Congress made clear its intent to 

preserve the practical benefits of using 

consent judgments proposed by the 

United States in antitrust enforcement, 

Public Law 108–237 § 221, and added 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2); see also 

U.S. Airways, 38 F. Supp. 3d at 76 

(indicating that a court is not required 

to hold an evidentiary hearing or to 

permit intervenors as part of its review 

under the Tunney Act). This language 

explicitly wrote into the statute what 

Congress intended when it first enacted 

the Tunney Act in 1974. As Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). ‘‘A court 

can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone.’’ U.S. Airways, 38 F. 

Supp. 3d at 76 (citing Enova Corp., 107 

F. Supp. 2d at 17). 

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: December 10, 2020. 

Respectfully submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA 

/s/ 

lllllllllllllllllllll

SAMER M. MUSALLAM (DC Bar # 986077) 

U.S. Department of Justice, Antitrust 

Division, 950 Pennsylvania Ave. NW, Suite 

3110, Washington, DC 20530, Tel: (202) 598– 

2990, Fax: (202) 514–9033, Email: 

samer.musallam@usdoj.gov. 

[FR Doc. 2020–27685 Filed 12–15–20; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Intuit Inc., et al.; 

Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia, in United States of America 

v. Intuit Inc. and Credit Karma, Inc., 

Civil Action No. 1:20–cv–03441–ABJ. 

On November 25, 2020 the United 

States filed a Complaint alleging that the 

proposed acquisition by Intuit Inc. of 

Credit Karma, Inc. would violate 

Section 7 of the Clayton Act, 15 U.S.C. 

18. The proposed Final Judgment, filed 

at the same time as the Complaint, 

requires Intuit and Credit Karma to 

divest Credit Karma’s digital do-ityourself (‘‘DDIY’’) tax preparation 

business, Credit Karma Tax, along with 

the products, intellectual property, and 

other related assets and rights that 

Credit Karma uses to provide DDIY tax 

preparation products to consumers. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s website at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments should be 

directed to Robert A. Lepore, Chief, 

Transportation, Energy, and Agriculture 

Section, Antitrust Division, Department 

of Justice, 450 Fifth Street NW, Suite 

8000, Washington, DC 20530 

(telephone: 202–476–0375). 

Suzanne Morris, 

Chief, Premerger and Division Statistics, 

Antitrust Division. 

United States District Court for the District 

of Columbia 

United States of America, Plaintiff, v. Intuit 

Inc. and Credit Karma, Inc., Defendants. 

Civil Action No.: 1:20–cv–03441–ABJ 

Judge Amy Berman Jackson 


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1https://www.creditkarma.com/ourstory. 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil antitrust action to prevent Intuit 

Inc. from acquiring Credit Karma, Inc. 

The United States alleges as follows: 

I. Introduction 

1. Each year, nearly 140 million 

individuals, families, and households 

around the country file U.S. federal and 

state income taxes. The tens of millions 

of filers who choose a digital do-ityourself (‘‘DDIY’’) tax preparation 

product have some choice, but one 

product dominates this market: 

TurboTax. Intuit, the maker of 

TurboTax, is by far the largest provider 

of DDIY tax preparation products, with 

a 66% market share. For more than a 

decade, Intuit’s dominance has been 

nearly as certain as taxes themselves. 

2. Since 2008, Credit Karma has 

operated a popular personal finance 

platform that offers consumers a variety 

of free services, including credit 

monitoring and financial management. 

When Credit Karma launched its own 

DDIY tax preparation product in 2017, 

it was the first meaningful DDIY tax 

preparation product entry in at least a 

decade. Credit Karma’s goal was clear: 

‘‘Just like it did with credit scores in 

2008, Credit Karma plans to change the 

tax preparation industry so people 

won’t ever have to pay to do their taxes 

again.’’ 1 Credit Karma quickly became a 

significant competitor to Intuit, despite 

its recent entry and relatively small 

market share, because Credit Karma has 

always offered its DDIY tax preparation 

product to consumers entirely for free. 

This business model remains unique 

among DDIY tax preparation product 

providers. 

3. Through Credit Karma’s personal 

finance platform, Credit Karma offers its 

more than 100 million members free 

personal finance tools, such as free 

credit scores and monitoring, and 

tailored, third-party financial offers, 

including credit card, personal loan, 

and refinancing opportunities. Credit 

Karma is paid only by the third parties, 

and only when consumers take 

advantage of these customized offers. 

Credit Karma can take the data gathered 

from tax filings, with the filers’ consent, 

to improve Credit Karma’s offerings to 

its members. This, in turn, improves the 

likelihood that a consumer will take 

advantage of the offer. This process 

enables Credit Karma to provide a DDIY 

tax preparation product for free 

regardless of the U.S. federal or state tax 

forms used and complexity of the tax 

return. 

4. Thanks to its always-free strategy 

and enormous member base, Credit 

Karma became the fifth-largest DDIY tax 

provider after its first tax season and has 

grown significantly each year since, 

with over two million filers in 2020. 

Credit Karma has projected additional 

growth in the future as its product 

continues to get traction, and as it 

continues to add features and expand 

the scope of its DDIY tax preparation 

product. 

5. Although as the new player in the 

market Credit Karma serves only 3% of 

customers, Intuit has recognized that 

Credit Karma represents its most 

disruptive competitor for DDIY tax 

preparation. Credit Karma’s always-free 

model poses a unique threat to Intuit 

because Intuit (and all other DDIY tax 

preparation providers) charges 

consumers for DDIY tax preparation 

products for anything beyond the most 

basic filings as well as often for state 

filings. Intuit relies on these fees for 

revenue. For example, Intuit charges 

individual filers substantial fees to use 

TurboTax to claim itemized deductions, 

report investment income, or claim selfemployed business expenses, among 

other complex tax filings. The majority 

of TurboTax customers pay Intuit to use 

one of its DDIY tax preparation 

products. By contrast, Credit Karma 

offers these same services for federal 

and state tax returns to individuals for 

free, and there is no up-charging for 

additional complexity. 

6. Over the last four tax seasons, 

Credit Karma has begun to erode Intuit’s 

dominance in the market for the 

development, provision, operation, and 

support for DDIY tax preparation 

products. Credit Karma has constrained 

Intuit’s pricing, and has also limited 

Intuit’s ability to degrade the quality 

and reduce the scope of the free version 

of TurboTax in order to drive customers 

to the paid versions. Customer losses to 

Credit Karma have also represented lost 

revenue to Intuit because many 

switchers were purchasing TurboTax 

paid products, not using TurboTax free 

offerings. Faced with stiff competition 

from Credit Karma and mounting losses 

of paying customers to Credit Karma’s 

always-free product, Intuit responded 

aggressively. Intuit lowered the prices 

and increased the quality of some of its 

products. This head-to-head 

competition with Credit Karma has 

benefitted many of the millions of 

Americans who use TurboTax each 

year, constraining Intuit’s ability to 

charge higher prices and leading Intuit 

to increase the quality of its products. 

7. Intuit’s proposed acquisition of 

Credit Karma will eliminate the growing 

threat posed by Credit Karma and 

further cement TurboTax’s dominance. 

If the proposed transaction proceeds in 

its current form, consumers are likely to 

pay higher prices, receive lower quality 

products and services, and have less 

choice for DDIY tax preparation 

products. To prevent those harms, the 

Court should enjoin this unlawful 

transaction. 

II. Jurisdiction and Venue 

8. The United States brings this action 

pursuant to Section 15 of the Clayton 

Act, 15 U.S.C. 25, to prevent and 

restrain Defendants from violating 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

9. Defendants are engaged in, and 

their activities substantially affect, 

interstate commerce. Intuit and Credit 

Karma both provide DDIY tax 

preparation products that serve federal 

and state tax filers throughout the 

United States. The Court has subject 

matter jurisdiction over this action 

pursuant to Section 15 of the Clayton 

Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 

1337(a), and 1345. 

10. Venue is proper under Section 12 

of the Clayton Act, 15 U.S.C. 22, and 

under 28 U.S.C. 1391(b) and (c). 

11. This Court has personal 

jurisdiction over each Defendant. Intuit 

and Credit Karma both transact business 

and are found within the District of 

Columbia. 

12. Intuit and Credit Karma have each 

consented to personal jurisdiction and 

venue in this jurisdiction for purposes 

of this action. 

III. Defendants and the Proposed 

Transaction 

13. This case arises from Intuit’s 

proposed acquisition of Credit Karma 

for approximately $7.1 billion, pursuant 

to an Agreement and Plan of Merger 

entered on February 24, 2020. 

14. Intuit is a large, public software 

company based in Mountain View, 

California that offers tax preparation, 

accounting, payroll, and personal 

finance solutions to individuals and 

small businesses. Intuit offers DDIY tax 

preparation products under the 

TurboTax brand. Approximately 41 

million individuals filed individual 

federal tax returns in 2020 using 

TurboTax. Intuit, through its TurboTax 

business, is the largest provider of DDIY 

tax preparation products for U.S. federal 

and state tax returns. In 2019, Intuit 

earned over $6.5 billion in revenue, 

including over $2.5 billion from sales of 

TurboTax products. 


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15. Credit Karma is a privately-held 

technology company based in San 

Francisco, California that offers an 

online and mobile personal finance 

platform. Credit Karma’s platform 

provides individuals with access to free 

credit scores, credit monitoring, and 

DDIY tax preparation, among other 

products and services. Credit Karma is 

home to more than one hundred million 

customers, and in any given month, 

over thirty-five million customers are 

actively engaged on the Credit Karma 

platform. Credit Karma’s DDIY tax 

preparation business, known as Credit 

Karma Tax, is the fifth-largest provider 

of DDIY tax preparation products for 

U.S. federal and state tax returns. 

Approximately two million individuals 

filed U.S. federal tax returns with Credit 

Karma Tax in 2020. 

IV. The Relevant Market 

A. Relevant Product Market 

16. Intuit and Credit Karma compete 

to develop, provide, operate, and 

support DDIY tax preparation products 

that help individuals file U.S. federal 

and state tax returns (‘‘DDIY tax 

preparation products’’) to millions of 

Americans. DDIY tax preparation 

products enable individuals to prepare 

their own U.S. federal and state tax 

returns on the provider’s website or 

mobile application or using the 

provider’s software installed on a 

personal computer. The development, 

provision, operation, and support of 

DDIY tax preparation products is a 

relevant product market and line of 

commerce under Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

17. A hypothetical monopolist would 

impose at least a small but significant 

and non-transitory increase in the price 

of DDIY tax preparation products. Such 

a price increase for these products 

would not be defeated by substitution to 

alternative products. Other methods of 

preparing individual U.S. federal or 

state income tax returns are not close 

substitutes for DDIY tax preparation 

products because those methods of tax 

preparation do not offer comparable 

functionality or are less convenient, 

more cumbersome, or more expensive. 

For example, hiring an accountant—i.e., 

‘‘assisted tax preparation’’—is 

substantially more expensive and less 

convenient than using DDIY tax 

preparation products. Similarly, 

completing U.S. federal and state tax 

returns manually using the ‘‘pen-andpaper’’ method is a substantially more 

tedious and error-prone process and 

thus less efficient than using DDIY tax 

preparation products. 

B. Relevant Geographic Market 

18. The DDIY tax preparation 

products that Intuit and Credit Karma 

offer assist individuals with filing their 

U.S. federal and state income tax 

returns. Customers that are required to 

file tax returns in jurisdictions outside 

of the United States cannot use the 

DDIY tax preparation products at issue 

for those purposes. Similarly, DDIY tax 

preparation products that have been 

designed to assist individuals with 

filing tax returns in jurisdictions outside 

of the United States cannot be used by 

customers to prepare U.S. federal and 

state tax returns. Both customers and 

suppliers of DDIY tax preparation 

products predominantly are located 

within the United States. However, 

because many DDIY tax preparation 

products are provided over the internet, 

there do not appear to be any physical 

restrictions on the location of suppliers 

or customers—that is, any consumer 

who is required to file U.S. taxes can 

generally choose between the same 

DDIY tax preparation products, 

regardless of whether the customer or 

DDIY product supplier is physically 

located inside the United States. 

Therefore, a worldwide market is a 

relevant geographic market within the 

meaning of Section 7 of the Clayton Act, 

15 U.S.C. 18 for the purposes of 

analyzing this transaction. 

V. Intuit’s Acquisition of Credit Karma 

Is Likely To Result in Anticompetive 

Effects 

A. The Transaction Is Presumed Likely 

To Enhance Intuit’s Market Power and 

Substantially Less Competition 

19. The relevant market is highly 

concentrated and would become 

significantly more concentrated as a 

result of the proposed transaction. The 

more concentrated a market and the 

more a transaction increases 

concentration in that market, the more 

likely it is that the transaction will 

reduce competition. Concentration is 

typically measured by market shares 

and by the well-recognized Herfindahl– 

Hirschman Index (HHI). If the posttransaction HHI would be more than 

2,500 and the change in HHI more than 

200, the transaction is presumed likely 

to enhance market power and 

substantially lessen competition. See, 

e.g., United States v. Anthem, Inc., 855 

F.3d 345, 349 (D.C. Cir. 2017). 

20. In 2020, approximately 41 million 

individuals filed a federal tax return 

using Intuit’s TurboTax, accounting for 

about 66% of the total market for DDIY 

tax preparation products. During the 

same time period, approximately two 

million individuals filed a federal tax 

return using Credit Karma’s DDIY tax 

preparation product, accounting for 

about 3% of the total market. H&R 

Block, the second-largest provider of 

DDIY tax preparation products, has 

about a 15% market share. The posttransaction HHI would be over 5,000, 

with an increase in excess of 400. Given 

the high concentration level and 

increases in concentration in the market 

for DDIY tax preparation products, the 

proposed acquisition presumptively 

violates Section 7 of the Clayton Act. 

21. These concentration measures 

understate the likely anticompetitive 

effects of the transaction. Because Credit 

Karma is the only competitor that 

provides DDIY tax preparation products 

for free to consumers regardless of the 

complexity of the federal tax return or 

state tax return required, it plays a 

uniquely disruptive role in the market. 

Further, Credit Karma is poised to 

continue with substantial growth in the 

near- and long-term. 

B. The Transaction Would Eliminate 

Head-to-Head Competition Between 

Intuit and Credit Karma and an 

Important Competitive Constraint 

22. Intuit’s acquisition of Credit 

Karma would remove a significant 

competitor that has been an important 

competitive constraint on Intuit. Intuit’s 

TurboTax offers consumers a limited 

free option for simple individual federal 

tax filings, but it charges consumers fees 

for more complicated federal tax filings, 

including filings with itemized 

deductions, investment income, and 

self-employed income and expenses. 

Intuit also charges consumers fees for 

their state tax filings. Unlike Intuit, 

Credit Karma does not charge 

consumers for any of the products and 

services that it offers. Instead, Credit 

Karma uses the data that it collects from 

users to create targeted offers on 

financial products and services and 

collects a commission from financial 

institutions when users accept these 

offers. In addition, Credit Karma has an 

existing customer base of over a 

hundred million users that it can costeffectively target for DDIY tax 

preparation products. 

23. Intuit and Credit Karma compete 

head-to-head to provide DDIY tax 

preparation products to tens of millions 

of Americans. This head-to-head 

competition has led to lower prices and 

increased quality for DDIY tax 

preparation products. In response to 

competition from Credit Karma, Intuit 

has strategically lowered prices on some 

of its DDIY tax preparation products, 

such as by extending promotions for 

free state tax filing with TurboTax (up 

to a $50 value). In addition, to compete 


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with Credit Karma, Intuit has expanded 

the scope and quality of services it 

offers to TurboTax users at no 

additional cost to consumers, including 

by granting customers free access to 

their prior year’s tax returns. 

24. Moreover, without this merger, 

competition between Intuit and Credit 

Karma would intensify as Credit Karma 

continues to grow and erode Intuit’s 

substantial base of TurboTax customers. 

Credit Karma has consistently and 

significantly grown its market share year 

over year and is forecasting continued 

significant growth over the next few 

years. 

25. By eliminating head-to-head 

competition between Intuit and Credit 

Karma, the proposed acquisition in its 

current form would result in higher 

prices, lower quality, and reduced 

choice. Thus, the merger would 

substantially lessen competition and 

harm millions of consumers in the 

development, provision, operation, and 

support of DDIY tax preparation 

products. 

VI. Absence of Countervailing Factors 

26. New entry and expansion by 

competitors likely will not be timely 

and sufficient in scope to prevent the 

acquisition’s likely anticompetitive 

effects. Apart from Credit Karma, no 

other companies have successfully 

entered the market for the development, 

provision, operation, and support of 

DDIY tax preparation products in over 

a decade. As Intuit’s and Credit Karma’s 

executives have recognized, barriers to 

entry are high. Barriers to entry and 

expansion include (i) large sunk costs 

and significant other expenditures to 

develop easy-to-use, robust DDIY tax 

preparation products; (ii) significant 

time and expense to build a trusted 

brand; and (iii) substantial marketing 

dollars and effort to promote the DDIY 

tax preparation products and attract 

customers. 

27. The proposed acquisition is 

unlikely to generate verifiable, mergerspecific efficiencies sufficient to reverse 

or outweigh the anticompetitive effects 

that are likely to occur. 

VII. Violation Alleged 

28. The United States hereby 

incorporates the allegations of 

paragraphs 1 through 27 above as if set 

forth fully herein. 

29. Intuit’s proposed acquisition of 

Credit Karma is likely to substantially 

lessen competition in the relevant 

market, in violation of Section 7 of the 

Clayton Act, 15 U.S.C. 18. 

30. Unless enjoined, the proposed 

acquisition would likely have the 

following anticompetitive effects, 

among others: 

(a) Eliminate present and future 

competition between Intuit and Credit 

Karma in the market for the 

development, provision, operation, and 

support of DDIY tax preparation 

products; 

(b) cause prices for DDIY tax 

preparation products to be higher than 

they would be otherwise; 

(c) lessen innovation; and 

(d) reduce quality, service, and choice 

for Americans that file U.S. federal and 

state tax returns. 

VIII. Request for Relief 

31. The United States requests that 

the Court: 

(a) Adjudge Intuit’s acquisition of 

Credit Karma to violate Section 7 of the 

Clayton Act, 15 U.S.C. 18; 

(b) permanently enjoin Defendants 

from consummating Intuit’s proposed 

acquisition of Credit Karma or from 

entering into or carrying out any other 

agreement, understanding, or plan by 

which the assets or businesses of Intuit 

and Credit Karma would be combined; 

(c) award the United States its costs 

of this action; and 

(d) grant the United States such other 

relief the Court deems just and proper. 

Dated: November 25, 2020. 

Respectfully submitted, 

For Plaintiff United States: 

lllllllllllllllllll

Makan Delrahim (D.C. #457795), 

Assistant Attorney General for Antitrust. 

lllllllllllllllllll

Michael F. Murray (D.C. #1001680), 

Deputy Assistant Attorney General. 

lllllllllllllllllll

Kathleen S. O’Neill, 

Senior Director of Investigations & 

Litigation. 

lllllllllllllllllll

Robert A. Lepore, 

Chief, Transportation, Energy & 

Agriculture Section. 

lllllllllllllllllll

Katherine A. Celeste, 

Assistant Chief, Transportation, Energy 

& Agriculture Section. 

lllllllllllllllllll

Brian Hanna * 

Michele B. Cano 

J. Richard Doidge 

Rachel A. Flipse 

John A. Holler 

Michelle Livingston (D.C. #461269) 

Michael T. Nash 

Seth J. Wiener (D.C. #995383) 

Attorneys for the United States 

U.S. Department of Justice, Antitrust 

Division, 450 Fifth Street NW, Suite 

8000, Washington, DC 20530, Tel: (202) 

598–8360, Fax: (202) 616–2441, Email: 

brian.hanna2@usdoj.gov 

* Lead Attorney To Be Noticed 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Intuit Inc., and Credit Karma, Inc., 

Defendants. 

Civil Action No.: 1:20–cv–03441–ABJ 

Judge Amy Berman Jackson 

Proposed Final Judgment 

Whereas, Plaintiff, United States of 

America, filed its Complaint on [Month, 

Day], 2020; 

And whereas, the United States and 

Defendants, Intuit Inc. (‘‘Intuit’’) and 

Credit Karma, Inc. (‘‘Credit Karma’’), 

have consented to entry of this Final 

Judgment without the taking of 

testimony, without trial or adjudication 

of any issue of fact or law, and without 

this Final Judgment constituting any 

evidence against or admission by any 

party regarding any issue of fact or law; 

And whereas, Defendants agree to 

make a divestiture to remedy the loss of 

competition alleged in the Complaint; 

And whereas, Defendants represent 

that the divestiture and other relief 

required by this Final Judgment can and 

will be made and that Defendants will 

not later raise a claim of hardship or 

difficulty as grounds for asking the 

Court to modify any provision of this 

Final Judgment; 

Now therefore, it is ordered, 

adjudged, and decreed: 

I. Jurisdiction 

The Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against Defendants under Section 7 of 

the Clayton Act, as amended (15 U.S.C. 

18). 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer’’ means Square or any 

other entity to which Defendants divest 

the Divestiture Assets. 

B. ‘‘Intuit’’ means Defendant Intuit 

Inc., a Delaware corporation with its 

headquarters in Mountain View, 

California, its successors and assigns, 

and its subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Credit Karma’’ means Defendant 

Credit Karma, Inc., a Delaware 

corporation with its headquarters in San 

Francisco, California, its successors and 

assigns, and its subsidiaries, divisions, 

groups, affiliates, partnerships, and joint 


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ventures, and their directors, officers, 

managers, agents, and employees. 

D. ‘‘Square’’ means Square, Inc., a 

Delaware corporation with its 

headquarters in San Francisco, 

California, its successors and assigns, 

and its subsidiaries, divisions, groups, 

affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

E. ‘‘CKT’’ means Credit Karma Tax, 

Inc., a wholly owned subsidiary of 

Credit Karma, its successors and 

assigns, and its subsidiaries, divisions, 

groups, affiliates, partnerships, and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

F. ‘‘Divestiture Assets’’ means all of 

Defendants’ rights, titles, and interests 

in and to all property and assets, 

tangible and intangible, wherever 

located, related to or used or held for 

use in connection with CKT, including, 

but not limited to: 

1. The CKT Products; 

2. the CKT IP; 

3. the Credit Karma IP License; 

4. the Credit Karma Trademarks 

License; 

5. all tangible personal property, 

including, but not limited to, servers 

and other computer hardware; research 

and development activities; all fixed 

assets, personal property, inventory, 

office furniture, materials, and supplies; 

6. all contracts, contractual rights, and 

customer relationships; and all other 

agreements, commitments, and 

understandings; 

7. all licenses, permits, certifications, 

approvals, consents, registrations, 

waivers, and authorizations issued or 

granted by any governmental 

organization, and all pending 

applications or renewals; 

8. all records and data, including (a) 

customer lists, accounts, sales, and 

credit records, (b) manuals and 

technical information Credit Karma 

provides to its own employees, 

customers, suppliers, agents, or 

licensees, (c) records and research data 

concerning historic and current research 

and development activities, and (d) 

drawings, blueprints, and designs; and 

9. all other intangible property, 

including (a) commercial names and d/ 

b/a names, (b) technical information, (c) 

computer software and related 

documentation, know-how, trade 

secrets, design protocols, quality 

assurance and control procedures, (d) 

design tools and simulation capabilities, 

and (e) rights in internet websites and 

internet domain names. 

G. ‘‘Divestiture Date’’ means the date 

on which the Divestiture Assets are 

divested to Acquirer. 

H. ‘‘Acquirer’s Tax Landing Page’’ 

means the website on which Acquirer 

will provide the CKT Products and any 

applicable internet pages under such 

domain or sub-domain. 

I. ‘‘CKT Actual Filers’’ means 

customers who, at any time on or before 

October 16, 2021, have successfully 

electronically filed federal or state 

income tax returns using the CKT 

Products. 

J. ‘‘CKT E-File Product website’’ 

means http://tax.creditkarma.com, 

including any applicable internet pages 

under such domain or sub-domain. 

K. ‘‘CKT IP’’ means all intellectual 

property owned by CKT. 

L. ‘‘CKT Landing Page’’ means 

www.creditkarma.com/tax, including 

any applicable internet pages under 

such domain or sub-domain. 

M. ‘‘CKT New Member’’ means any 

customer who either (a) creates a Credit 

Karma account via the CKT Landing 

Page or (b) creates a Credit Karma 

account via any internet page other than 

the CKT Landing Page and, within 24 

hours of creating that Credit Karma 

account, provides Credit Karma with the 

additional authentication required for 

filing a U.S. federal tax return. 

N. ‘‘CKT Product Link’’ means any 

link, advertisement, reference to tax or 

tax filing (including ‘‘file now’’ or 

similar links) with respect to CKT 

Products, or the CKT Tax Button, on the 

applicable internet website menu 

banners and pages. 

O. ‘‘CKT Products’’ means all 

products and services, including all 

digital do-it-yourself personal United 

States federal or state income tax return 

preparation and e-filing products and 

services developed, manufactured, 

delivered, made commercially available, 

marketed, distributed, supported, sold, 

offered for sale, imported or exported 

for resale, or licensed out by, for, or on 

behalf of CKT. 

P. ‘‘CKT Tax Button’’ means (a) with 

respect to the Credit Karma website, the 

link that is labeled ‘‘Tax,’’ and (b) with 

respect to any CKT mobile application, 

the navigation element that is labeled 

‘‘Tax.’’ 

Q. ‘‘Credit Karma IP’’ means all 

intellectual property, except for the 

Credit Karma Trademarks, owned by 

Credit Karma that is used or held for use 

in connection with Credit Karma 

Products and which is embodied in or 

related to the development, provision, 

operation, or support of digital do-ityourself personal United States federal 

or state income tax return preparation 

and e-filing products and services. 

R. ‘‘Credit Karma IP License’’ means 

a non-exclusive, worldwide, fully paidup, perpetual, irrevocable, nontransferable license to the Credit Karma 

IP for Acquirer’s use in the 

development, provision, operation, and 

support of all existing and future digital 

do-it-yourself personal United States 

federal or state income tax return 

preparation and e-filing products and 

services. 

S. ‘‘Credit Karma New Member’’ 

means any customer who creates a 

Credit Karma account for the first time 

following the Divestiture Date and prior 

to the later of (a) April 16, 2021, or (b) 

the date of any federal filing deadline 

required by the Internal Revenue 

Service for federal income tax returns 

and tax payments for the tax year 

ending December 31, 2020, if such 

federal filing deadline is expressly 

extended beyond April 15, 2021, 

excluding persons who were referred to 

Credit Karma by Intuit. 

T. ‘‘Credit Karma Products’’ means all 

products and services, excluding CKT 

Products, provided by Defendants using 

the ‘‘Credit Karma’’ brand name. 

U. ‘‘Credit Karma Trademarks’’ means 

all trademarks, service marks, internet 

domain names, trade dress, trade names, 

other names, or source identifiers, 

including all such registrations, 

applications for registrations, and 

associated goodwill, owned by Credit 

Karma that is used or held for use in 

connection with Credit Karma Products 

and which is embodied in or related to 

the development, provision, operation, 

or support of digital do-it-yourself 

personal United States federal or state 

income tax return preparation and efiling products and services. 

V. ‘‘Credit Karma Trademarks 

License’’ means a limited, nonexclusive, non-transferrable, nonassignable, non-sublicensable license to 

the Credit Karma Trademarks for 

Acquirer’s use in the development, 

provision, operation, and support of all 

existing and future digital do-it-yourself 

personal United States federal or state 

income tax return preparation and efiling products and services during the 

Year 1 Period. 

W. ‘‘Credit Karma website’’ means 

www.creditkarma.com and any 

applicable internet pages under such 

domain or sub-domain. 

X. ‘‘Other Tax Product’’ means, except 

for the Divestiture Assets, any digital 

do-it-yourself personal United States 

federal or state income tax return 

preparation and e-filing product or 

service, including, but not limited to, 

Intuit’s TurboTax. 

Y. ‘‘Protected User’’ means any person 

who is a CKT Actual Filer, a Tax Intent 

User, or a Credit Karma New Member. 

Z. ‘‘Relevant Personnel’’ means: 


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1. All full-time, part-time, or contract 

employees of CKT at any time between 

February 24, 2020, and the Divestiture 

Date; and 

2. all full-time, part-time, or contract 

employees of Credit Karma, wherever 

located, who dedicated at least 50% of 

such person’s time to the development, 

provision, operation, or support of the 

digital do-it-yourself personal United 

States federal or state income tax return 

preparation and e-filing products and 

services at any time between October 1, 

2019, and September 30, 2020. 

The United States, in its sole 

discretion, will resolve any 

disagreement regarding which 

employees are Relevant Personnel. 

AA. ‘‘Tax Intent User’’ means any 

customer (a) in the case of a user of the 

Credit Karma website, (i) who clicks on 

a CKT Product Link, (ii) who accesses 

the CKT Tax Landing Page or the CKT 

E-File Product website, or (iii) who 

accesses the Credit Karma website, CKT 

Tax Landing Page, or CKT E-File 

Product website through a link provided 

through electronic mail or other 

notifications sent by Defendants on 

behalf of Acquirer or otherwise 

pursuant to Paragraph IV.M.1. or 

through other promotional or marketing 

materials distributed or made available 

by Acquirer, and (b) in the case of a user 

of the Credit Karma mobile application, 

(i) who clicks on a CKT Product Link or 

(ii) who accesses the application 

through a link provided through 

electronic mail or other notifications 

sent by Defendants on behalf of 

Acquirer or otherwise pursuant to 

Paragraph IV.M.1. or through other 

promotional or marketing materials 

distributed or made available by 

Acquirer. 

BB. ‘‘Year 1 Period’’ means the period 

beginning on the Divestiture Date and 

ending on October 16, 2021. 

CC. ‘‘Year 2 Period’’ means the period 

beginning on October 17, 2021, and 

ending on the later of (a) June 14, 2022, 

or (b) 60 calendar days following any 

extension of the federal filing deadline 

required by the Internal Revenue 

Service for federal income tax returns 

and tax payments for the tax year 

ending December 31, 2021, if such 

federal filing deadline is expressly 

extended beyond April 15, 2022. 

III. Applicability 

A. This Final Judgment applies to 

Intuit and Credit Karma, as defined 

above, and all other persons in active 

concert or participation with any 

Defendant who receive actual notice of 

this Final Judgment. 

B. If, prior to complying with Section 

IV and Section V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of business units that include the 

Divestiture Assets, Defendants must 

require any purchaser to be bound by 

the provisions of this Final Judgment. 

Defendants need not obtain such an 

agreement from Acquirer. 

IV. Divestiture 

A. Defendants are ordered and 

directed, within 30 calendar days after 

the Court’s entry of the Asset 

Preservation Stipulation and Order in 

this matter, to divest the Divestiture 

Assets in a manner consistent with this 

Final Judgment to Square or to another 

Acquirer acceptable to the United 

States, in its sole discretion. The United 

States, in its sole discretion, may agree 

to one or more extensions of this time 

period not to exceed 60 calendar days 

in total and will notify the Court of any 

extensions. 

B. Defendants must use their best 

efforts to divest the Divestiture Assets as 

expeditiously as possible and may not 

take any action to impede the 

certification, operation, or divestiture of 

the Divestiture Assets. 

C. Unless the United States otherwise 

consents in writing, divestiture 

pursuant to this Final Judgment must 

include the entire Divestiture Assets 

and must be accomplished in such a 

way as to satisfy the United States, in its 

sole discretion, that the Divestiture 

Assets can and will be used by Acquirer 

as part of a viable, ongoing business of 

the development, provision, operation, 

and support of digital do-it-yourself 

personal United States federal or state 

income tax return preparation and efiling products and services, and that 

the divestiture to Acquirer will remedy 

the competitive harm alleged in the 

Complaint. 

D. The divestiture must be made to an 

Acquirer that, in the United States’ sole 

judgment, has the intent and capability 

(including the necessary managerial, 

operational, technical, and financial 

capability) to compete effectively in the 

development, provision, operation, and 

support of digital do-it-yourself personal 

United States federal or state income tax 

return preparation and e-filing products 

and services. 

E. The divestiture must be 

accomplished so as to satisfy the United 

States, in its sole discretion, that none 

of the terms of any agreement between 

Acquirer and Defendants gives 

Defendants the ability unreasonably to 

raise Acquirer’s costs, to lower 

Acquirer’s efficiency, or otherwise to 

interfere in the ability of Acquirer to 

compete effectively. 

F. In the event Defendants are 

attempting to divest the Divestiture 

Assets to an Acquirer other than Square, 

Defendants promptly must make 

known, by usual and customary means, 

the availability of the Divestiture Assets. 

Defendants must inform any person 

making an inquiry regarding a possible 

purchase of the Divestiture Assets that 

the Divestiture Assets are being divested 

in accordance with this Final Judgment 

and must provide that person with a 

copy of this Final Judgment. Defendants 

must offer to furnish to all prospective 

Acquirers, subject to customary 

confidentiality assurances, all 

information and documents relating to 

the Divestiture Assets that are 

customarily provided in a due-diligence 

process; provided, however, that 

Defendants need not provide 

information or documents subject to the 

attorney-client privilege or workproduct doctrine. Defendants must 

make all information and documents 

available to the United States at the 

same time that the information and 

documents are made available to any 

other person. 

G. Defendants must provide 

prospective Acquirers with (1) access to 

make inspections of the Divestiture 

Assets; (2) access to all environmental, 

zoning, and other permitting documents 

and information; and (3) access to all 

financial, operational, or other 

documents and information customarily 

provided as part of a due diligence 

process. Defendants also must disclose 

all encumbrances on any part of the 

Divestiture Assets, including on 

intangible property. 

H. Defendants must cooperate with 

and assist Acquirer to identify and hire 

all Relevant Personnel. 

1. Within 10 business days following 

the filing of the Complaint in this 

matter, Defendants must identify all 

Relevant Personnel to Acquirer and the 

United States, including by providing 

organization charts covering all 

Relevant Personnel. 

2. Within 10 business days following 

receipt of a request by Acquirer, the 

United States, or the monitoring trustee, 

Defendants must provide to Acquirer, 

the United States, and the monitoring 

trustee additional information related to 

Relevant Personnel, name, job title, 

reporting relationships, past experience, 

responsibilities, training and 

educational history, relevant 

certifications, and job performance 

evaluations. Defendants must also 

provide to Acquirer current, recent, and 

accrued compensation and benefits, 

including most recent bonus paid, 

aggregate annual compensation, current 

target or guaranteed bonus, if any, any 


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retention agreement or incentives, and 

any other payments due, compensation 

or benefits accrued, or promises made to 

the Relevant Personnel. If Defendants 

are barred by any applicable law from 

providing any of this information, 

Defendants must provide, within 10 

business days following receipt of the 

request, the requested information to the 

full extent permitted by law and also 

must provide a written explanation of 

Defendants’ inability to provide the 

remaining information. 

3. At the request of Acquirer, 

Defendants must promptly make 

Relevant Personnel available for private 

interviews with Acquirer during normal 

business hours at a mutually agreeable 

location. 

4. Defendants must not interfere with 

any effort by Acquirer to employ any 

Relevant Personnel. Interference 

includes, offering to increase the 

compensation or benefits of Relevant 

Personnel unless the offer is part of a 

company-wide increase in 

compensation or benefits granted that 

was announced prior to February 24, 

2020, or has been approved by the 

United States, in its sole discretion. 

Defendants’ obligations under this 

Paragraph IV.H.4. will expire 12 months 

after the divestiture of the Divestiture 

Assets pursuant to this Final Judgment. 

5. For Relevant Personnel who elect 

employment with Acquirer within 12 

months of the Divestiture Date, 

Defendants must waive all non-compete 

and non-disclosure agreements, vest and 

pay on a prorated basis any bonuses, 

incentives, other salary, benefits, or 

other compensation fully or partially 

accrued at the time of transfer to 

Acquirer; vest all unvested pension and 

other equity rights; and provide all other 

benefits that those Relevant Personnel 

otherwise would have been provided 

had the Relevant Personnel continued 

employment with Defendants, 

including, any retention bonuses or 

payments. Defendants may maintain 

reasonable restrictions on disclosure by 

Relevant Personnel of Defendants’ 

proprietary non-public information that 

is unrelated to the Divestiture Assets 

and not otherwise required to be 

disclosed by this Final Judgment. 

6. For a period of 12 months from the 

date on which any Relevant Personnel 

is hired by Acquirer, Defendants may 

not solicit to rehire Relevant Personnel 

who were hired by Acquirer within 12 

months of the Divestiture Date unless (a) 

an individual is terminated or laid off 

by Acquirer or (b) Acquirer agrees in 

writing that Defendants may solicit to 

rehire that individual. Nothing in this 

Paragraph IV.H.6. prohibits Defendants 

from advertising employment openings 

using general solicitations or 

advertisements and rehiring Relevant 

Personnel who apply for an 

employment opening through a general 

solicitation or advertisement. 

I. Defendants must warrant to 

Acquirer that (1) the Divestiture Assets 

will be operational and without material 

defect on the date of their transfer to 

Acquirer; (2) there are no material 

defects in the environmental, zoning, or 

other permits pertaining to the 

operation of the Divestiture Assets; and 

(3) Defendants have disclosed all 

encumbrances on any part of the 

Divestiture Assets, including on 

intangible property. Following the sale 

of the Divestiture Assets, Defendants 

must not undertake, directly or 

indirectly, challenges to the 

environmental, zoning, or other permits 

pertaining to the operation of the 

Divestiture Assets. 

J. Defendants must assign, 

subcontract, or otherwise transfer all 

contracts, agreements, and customer 

relationships (or portions of such 

contracts, agreements, and customer 

relationships) included in the 

Divestiture Assets, including all supply 

and sales contracts, to Acquirer; 

provided, however, that for any contract 

or agreement that requires the consent 

of another party to assign, subcontract, 

or otherwise transfer, Defendants must 

use best efforts to accomplish the 

assignment, subcontracting, or transfer. 

Defendants must not interfere with any 

negotiations between Acquirer and a 

contracting party. 

K. Defendants must make best efforts 

to assist Acquirer to obtain all necessary 

licenses, registrations, certifications, 

and permits to operate the Divestiture 

Assets. Until Acquirer obtains the 

necessary licenses, registrations, 

certifications, and permits, Defendants 

must provide Acquirer with the benefit 

of Defendants’ licenses, registrations, 

certifications, and permits to the full 

extent permissible by law. 

L. At the option of Acquirer, and 

subject to approval by the United States 

in its sole discretion, on or before the 

Divestiture Date, Defendants must enter 

into a transition services agreement for 

engineering, product support, data 

migration, information security, 

information technology, technology 

infrastructure, customer support, 

marketing, finance, accounting, and 

knowledge-transfer related to the tax 

industry, for a period of up to 24 

months on terms and conditions 

reasonably related to market conditions 

for the provision of the transition 

services. Any amendments to or 

modifications of any provision of a 

transition services agreement are subject 

to approval by the United States, in its 

sole discretion. Acquirer may terminate 

a transition services agreement, or any 

portion of a transition services 

agreement, without penalty at any time 

upon commercially reasonable notice. 

The employee(s) of Defendants tasked 

with providing transition services must 

not share any competitively sensitive 

information of Acquirer with any other 

employee of Defendants. 

M. For the duration of the Year 1 

Period Defendants: 

1. Must distribute Acquirer-created 

marketing content to CKT Actual Filers 

via electronic mail and mobile 

application notifications, with the same 

frequency of distribution as CKT-created 

marketing content for the 12 months 

prior to the Divestiture Date; 

2. must continue to make the CKT 

mobile application available through the 

same mobile application distribution 

channels as for the 12 months prior to 

the Divestiture Date; 

3. must use reasonable best efforts to 

support Acquirer’s efforts to obtain 

consents of customers under Section 

7216 of the Internal Revenue Code and 

Treasury Regulations thereunder; 

4. must continue to make the CKT 

Products available to customers at all 

times with at least the same level of 

quality, functionality, availability, 

access, and customer support as was 

provided by Defendants during the 12 

months prior to the Divestiture Date; 

5. (a) must cause any person who 

clicks on a CKT Product Link or 

accesses the CKT Landing Page or CKT 

E-File Product website to be directed to 

the CKT Products, and (b) must not (i) 

direct or cause to be directed any person 

who clicks on a CKT Product Link or 

accesses the CKT Landing Page or CKT 

E-File Product website to any Other Tax 

Product, or (ii) show any person who 

clicks on a CKT Product Link or 

accesses the CKT Landing Page or CKT 

E-File Product website any links to or 

advertisements for any Other Tax 

Product; 

6. must not market, provide any links 

to, or otherwise make available Other 

Tax Products on the Credit Karma 

website or mobile application, including 

the CKT Landing Page, to any user of 

the Credit Karma website or mobile 

application who (a) is not logged in to 

the Credit Karma website or mobile 

application or (b) is a Protected User; 

and 

7. to the extent Defendants market, 

provide any links to, or otherwise make 

available Other Tax Products on the 

Credit Karma website or mobile 

application, including the CKT Landing 

Page, to any user of the Credit Karma 

website or mobile application who is 


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both (a) logged in to the Credit Karma 

website or mobile application and (b) 

not a Protected User, Defendants must 

also market the CKT Products on equal 

and non-discriminatory terms and in a 

manner that does not reduce the efficacy 

or prominence of the CKT Tax Button 

and is not otherwise inconsistent with 

the terms of Section IV. 

N. For the duration of the Year 2 

Period, Defendants: 

1. Must distribute Acquirer-created 

marketing content to CKT Actual Filers 

via up to 6 electronic mail and mobile 

application notifications; and 

2. (a) must cause any CKT Actual 

Filers who click on a CKT Product Link 

or access the CKT Landing Page or CKT 

E-File Product website to be directed to 

the Acquirer’s Tax Landing Page, and 

(b) without first verifying that a person 

is not a CKT Actual Filer or Credit 

Karma New Member, must not (i) direct 

or cause to be directed any person who 

clicks on a CKT Product Link or 

accesses the CKT Landing Page or CKT 

E-File Product website to any Other Tax 

Product, or (ii) show any person who 

clicks on a CKT Product Link or 

accesses the CKT Landing Page or CKT 

E-File Product website any links to or 

advertisements for any Other Tax 

Product. 

O. For the duration of both the Year 

1 Period and the Year 2 Period, 

Defendants: 

1. Must maintain the CKT Tax Button; 

and 

2. must not market or promote to any 

CKT Actual Filers any products or 

services that compete, either directly or 

indirectly, with the CKT Products, via 

electronic mail marketing that is (a) 

deliberately directed at such CKT 

Actual Filers based on their statuses as 

CKT Actual Filers or (b) delivered to 

CKT Actual Filers at the email addresses 

associated with such CKT Actual Filers’ 

accounts with Credit Karma. 

P. Unless Acquirer directs Defendants 

to retain such data for a longer period, 

and except as required in Paragraph 

IV.Q., within 30 calendar days after the 

Divestiture Date, Defendants must 

delete any data collected from or 

provided by CKT Actual Filers during 

the tax preparation or filing process that 

Credit Karma has in its possession, 

including, but not limited to, (a) any 

such data CKT has provided to Credit 

Karma pursuant to the consent of 

customers under Section 7216 of the 

Internal Revenue Code and Treasury 

Regulations thereunder and (b) any such 

data indicating whether a CKT Actual 

Filer is a CKT New Member. If Acquirer 

directs Defendants to retain such data 

for a longer period, Defendants must 

delete such data within 30 calendar 

days after Acquirer directs Defendants 

to delete such data. Within 5 calendar 

days of Defendants’ deletion of this 

data, Defendants must (i) provide to the 

United States and to the monitoring 

trustee a written certification, signed by 

Defendants’ respective General 

Counsels, that all data covered by this 

Paragraph IV.P. has been deleted and is 

no longer in the possession or control of 

Defendants and (ii) provide a copy of 

such certification to Acquirer. 

Q. Defendants may maintain 

information to indicate whether a 

customer is a CKT Actual Filer solely 

for the purpose of complying with 

Paragraphs IV.L., IV.M., IV.N., IV.O., 

and IV.P. Within 10 calendar days 

following the end of the Year 2 Period, 

Defendants must delete (a) the data that 

Defendants maintain for purposes of 

complying with Paragraphs IV.L., IV.M., 

IV.N., IV.O., and IV.P. and which 

identify a customer as a CKT Actual 

Filer and (b) any remaining data that 

Defendants possess that could be used 

to identify a customer as a CKT Actual 

Filer or as a CKT New Member, 

including any data described in 

Paragraph IV.P. Within 5 calendar days 

of Defendants’ deletion of this data, 

Defendants must (i) provide to the 

United States and to the monitoring 

trustee a written certification, signed by 

Defendants’ respective General 

Counsels, that all data covered by this 

Paragraph IV.Q. has been deleted and is 

no longer in the possession or control of 

Defendants, and (ii) provide a copy of 

such certification to Acquirer. 

R. If any term of an agreement 

between Defendants and Acquirer, 

including, but not limited to, an 

agreement to effectuate the divestiture 

required by this Final Judgment, varies 

from a term of this Final Judgment, to 

the extent that Defendants cannot fully 

comply with both, this Final Judgment 

determines Defendants’ obligations. 

V. Appointment of Divestiture Trustee 

A. If Defendants have not divested the 

Divestiture Assets within the period 

specified in Paragraph IV.A., Defendants 

must immediately notify the United 

States of that fact in writing. Upon 

application of the United States, which 

Defendants may not oppose, the Court 

will appoint a divestiture trustee 

selected by the United States and 

approved by the Court to effect the 

divestiture of the Divestiture Assets. 

B. After the appointment of a 

divestiture trustee by the Court, only the 

divestiture trustee will have the right to 

sell the Divestiture Assets. The 

divestiture trustee will have the power 

and authority to accomplish the 

divestiture to an Acquirer acceptable to 

the United States, in its sole discretion, 

at a price and on terms as are then 

obtainable upon reasonable effort by the 

divestiture trustee, subject to the 

provisions of Sections IV, V, and VI of 

this Final Judgment, and will have other 

powers as the Court deems appropriate. 

The divestiture trustee must sell the 

Divestiture Assets as quickly as 

possible. 

C. Defendants may not object to a sale 

by the divestiture trustee on any ground 

other than malfeasance by the 

divestiture trustee. Objections by 

Defendants must be conveyed in writing 

to the United States and the divestiture 

trustee within 10 calendar days after the 

divestiture trustee has provided the 

notice of proposed divestiture required 

under Section VI. 

D. The divestiture trustee will serve at 

the cost and expense of Defendants 

pursuant to a written agreement, on 

terms and conditions, including 

confidentiality requirements and 

conflict of interest certifications, that are 

approved by the United States. 

E. The divestiture trustee may hire at 

the cost and expense of Defendants any 

agents or consultants, including, but not 

limited to, investment bankers, 

attorneys, and accountants, that are 

reasonably necessary in the divestiture 

trustee’s judgment to assist with the 

divestiture trustee’s duties. These agents 

or consultants will be accountable 

solely to the divestiture trustee and will 

serve on terms and conditions, 

including terms and conditions 

governing confidentiality requirements 

and conflict-of-interest certifications, 

that are approved by the United States 

in its sole discretion. 

F. The compensation of the 

divestiture trustee and agents or 

consultants hired by the divestiture 

trustee must be reasonable in light of the 

value of the Divestiture Assets and 

based on a fee arrangement that 

provides the divestiture trustee with 

incentives based on the price and terms 

of the divestiture and the speed with 

which it is accomplished. If the 

divestiture trustee and Defendants are 

unable to reach agreement on the 

divestiture trustee’s compensation or 

other terms and conditions of 

engagement within 14 calendar days of 

the appointment of the divestiture 

trustee by the Court, the United States 

may, in its sole discretion, take 

appropriate action, including by making 

a recommendation to the Court. Within 

three business days of hiring an agent or 

consultant, the divestiture trustee must 

provide written notice of the hiring and 

rate of compensation to Defendants and 

the United States. 


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G. The divestiture trustee must 

account for all monies derived from the 

sale of the Divestiture Assets sold by the 

divestiture trustee and all costs and 

expenses incurred. Within 30 calendar 

days of the date of the sale of the 

Divestiture Assets, the divestiture 

trustee must submit that accounting to 

the Court for approval. After approval 

by the Court of the divestiture trustee’s 

accounting, including fees for unpaid 

services and those of agents or 

consultants hired by the divestiture 

trustee, all remaining money must be 

paid to Defendants and the trust will 

then be terminated. 

H. Defendants must use their best 

efforts to assist the divestiture trustee to 

accomplish the required divestiture. 

Subject to reasonable protection for 

trade secrets, other confidential 

research, development, or commercial 

information, or any applicable 

privileges, Defendants must provide the 

divestiture trustee and agents or 

consultants retained by the divestiture 

trustee with full and complete access to 

all personnel, books, records, and 

facilities of the Divestiture Assets. 

Defendants also must provide or 

develop financial and other information 

relevant to the Divestiture Assets that 

the divestiture trustee may reasonably 

request. Defendants may not take any 

action to interfere with or to impede the 

divestiture trustee’s accomplishment of 

the divestiture. 

I. The divestiture trustee must 

maintain complete records of all efforts 

made to sell the Divestiture Assets, 

including by filing monthly reports with 

the United States setting forth the 

divestiture trustee’s efforts to 

accomplish the divestiture ordered by 

this Final Judgment. The reports must 

include the name, address, and 

telephone number of each person who, 

during the preceding month, made an 

offer to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring any interest in 

the Divestiture Assets and must describe 

in detail each contact with any such 

person. 

J. If the divestiture trustee has not 

accomplished the divestiture ordered by 

this Final Judgment within six months 

of appointment, the divestiture trustee 

must promptly provide the United 

States with a report setting forth: (1) The 

divestiture trustee’s efforts to 

accomplish the required divestiture; (2) 

the reasons, in the divestiture trustee’s 

judgment, why the required divestiture 

has not been accomplished; and (3) the 

divestiture trustee’s recommendations 

for completing the divestiture. 

Following receipt of that report, the 

United States may make additional 

recommendations consistent with the 

purpose of the trust to the Court. The 

Court thereafter may enter such orders 

as it deems appropriate to carry out the 

purpose of this Final Judgment, which 

may include extending the trust and the 

term of the divestiture trustee’s 

appointment by a period requested by 

the United States. 

K. The divestiture trustee will serve 

until divestiture of all Divestiture Assets 

is completed or for a term otherwise 

ordered by the Court. 

L. If the United States determines that 

the divestiture trustee is not acting 

diligently or in a reasonably costeffective manner, the United States may 

recommend that the Court appoint a 

substitute divestiture trustee. 

VI. Notice of Proposed Divestiture 

A. Within two business days 

following execution of a definitive 

divestiture agreement, Defendants or the 

divestiture trustee, whichever is then 

responsible for effecting the divestiture, 

must notify the United States of a 

proposed divestiture required by this 

Final Judgment. If the divestiture trustee 

is responsible for completing the 

divestiture, the divestiture trustee also 

must notify Defendants. The notice 

must set forth the details of the 

proposed divestiture and list the name, 

address, and telephone number of each 

person not previously identified who 

offered or expressed an interest in or 

desire to acquire any ownership interest 

in the Divestiture Assets. 

B. Within 15 calendar days of receipt 

by the United States of this notice, the 

United States may request from 

Defendants, the proposed Acquirer, 

other third parties, or the divestiture 

trustee additional information 

concerning the proposed divestiture, the 

proposed Acquirer, and other 

prospective Acquirers. Defendants and 

the divestiture trustee must furnish the 

additional information requested within 

15 calendar days of the receipt of the 

request unless the United States 

provides written agreement to a 

different period. 

C. Within 45 calendar days after 

receipt of the notice required by 

Paragraph VI.A. or within 20 calendar 

days after the United States has been 

provided the additional information 

requested pursuant to Paragraph VI.B., 

whichever is later, the United States 

will provide written notice to 

Defendants and any divestiture trustee 

that states whether or not the United 

States, in its sole discretion, objects to 

Acquirer or any other aspect of the 

proposed divestiture. Without written 

notice that the United States does not 

object, a divestiture may not be 

consummated. If the United States 

provides written notice that it does not 

object, the divestiture may be 

consummated, subject only to 

Defendants’ limited right to object to the 

sale under Paragraph V.C. of this Final 

Judgment. Upon objection by 

Defendants pursuant to Paragraph V.C., 

a divestiture by the divestiture trustee 

may not be consummated unless 

approved by the Court. 

D. No information or documents 

obtained pursuant to this Section VI 

may be divulged by the United States to 

any person other than an authorized 

representative of the executive branch of 

the United States, except in the course 

of legal proceedings to which the United 

States is a party, including grand-jury 

proceedings, for the purpose of 

evaluating a proposed Acquirer or 

securing compliance with this Final 

Judgment, or as otherwise required by 

law. 

E. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the Antitrust Division will 

act in accordance with that statute, and 

the Department of Justice regulations at 

28 CFR part 16, including the provision 

on confidential commercial information, 

at 28 CFR 16.7. Persons submitting 

information to the Antitrust Division 

should designate the confidential 

commercial information portions of all 

applicable documents and information 

under 28 CFR 16.7. Designations of 

confidentiality expire ten years after 

submission, ‘‘unless the submitter 

requests and provides justification for a 

longer designation period.’’ See 28 CFR 

16.7(b). 

F. If at the time that a person 

furnishes information or documents to 

the United States pursuant to this 

Section VI, that person represents and 

identifies in writing information or 

documents for which a claim of 

protection may be asserted under Rule 

26(c)(1)(G) of the Federal Rules of Civil 

Procedure, and marks each pertinent 

page of such material, ‘‘Subject to claim 

of protection under Rule 26(c)(1)(G) of 

the Federal Rules of Civil Procedure,’’ 

the United States must give that person 

ten calendar days’ notice before 

divulging the material in any legal 

proceeding (other than a grand-jury 

proceeding). 

VII. Financing 

Defendants may not finance all or any 

part of Acquirer’s purchase of all or part 

of the Divestiture Assets made pursuant 

to this Final Judgment. 


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VIII. Asset Preservation Obligations 

Until the divestiture required by this 

Final Judgment has been accomplished, 

Defendants must take all steps necessary 

to comply with the Asset Preservation 

Stipulation and Order entered by the 

Court. Defendants must take no action 

that would jeopardize the divestiture 

ordered by the Court. 

IX. Affidavits 

A. Within 20 calendar days of the 

filing of the Complaint in this matter, 

and every 30 calendar days thereafter 

until the divestiture required by this 

Final Judgment has been completed, 

Defendants each must deliver to the 

United States an affidavit, signed by 

each Defendant’s Chief Financial Officer 

and General Counsel, describing the fact 

and manner of Defendants’ compliance 

with this Final Judgment. The United 

States, in its sole discretion, may 

approve different signatories for the 

affidavits. 

B. Each affidavit must include: (1) 

The name, address, and telephone 

number of each person who, during the 

preceding 30 calendar days, made an 

offer to acquire, expressed an interest in 

acquiring, entered into negotiations to 

acquire, or was contacted or made an 

inquiry about acquiring, an interest in 

the Divestiture Assets and describe in 

detail each contact with such persons 

during that period; (2) a description of 

the efforts Defendants have taken to 

solicit buyers for and complete the sale 

of the Divestiture Assets and to provide 

required information to prospective 

Acquirers; and (3) a description of any 

limitations placed by Defendants on 

information provided to prospective 

Acquirers. Objection by the United 

States to information provided by 

Defendants to prospective Acquirers 

must be made within 14 calendar days 

of receipt of the affidavit, except that the 

United States may object at any time if 

the information set forth in the affidavit 

is not true or complete. 

C. Defendants must keep all records of 

any efforts made to divest the 

Divestiture Assets until one year after 

the divestiture has been completed. 

D. Within 20 calendar days of the 

filing of the Complaint in this matter, 

Defendants also must each deliver to the 

United States an affidavit signed by 

each Defendant’s Chief Financial Officer 

and General Counsel, that describes in 

reasonable detail all actions Defendants 

have taken and all steps Defendants 

have implemented on an ongoing basis 

to comply with Section VIII of this Final 

Judgment. The United States, in its sole 

discretion, may approve different 

signatories for the affidavits. 

E. If Defendants make any changes to 

the efforts and actions outlined in any 

earlier affidavits provided pursuant to 

Paragraph IX.D., Defendants must, 

within 15 calendar days after any 

change is implemented, deliver to the 

United States an affidavit describing 

those changes. 

F. Defendants must keep all records of 

any efforts made to preserve the 

Divestiture Assets until one year after 

the divestiture has been completed. 

X. Appointment of Monitoring Trustee 

A. Upon motion of the United States, 

which Defendants cannot oppose, the 

Court will appoint a monitoring trustee 

selected by the United States and 

approved by the Court. 

B. The monitoring trustee will have 

the power and authority to monitor 

Defendants’ compliance with the terms 

of this Final Judgment and the Asset 

Preservation Stipulation and Order 

entered by the Court and will have other 

powers as the Court deems appropriate. 

The monitoring trustee will have no 

responsibility or obligation for operation 

of the Divestiture Assets. 

C. Defendants may not object to 

actions taken by the monitoring trustee 

in fulfillment of the monitoring trustee’s 

responsibilities under any Order of the 

Court on any ground other than 

malfeasance by the monitoring trustee. 

Objections by Defendants must be 

conveyed in writing to the United States 

and the monitoring trustee within 10 

calendar days of the monitoring 

trustee’s action that gives rise to 

Defendants’ objection. 

D. The monitoring trustee will serve 

at the cost and expense of Defendants 

pursuant to a written agreement with 

Defendants and on terms and 

conditions, including terms and 

conditions governing confidentiality 

requirements and conflict of interest 

certifications, that are approved by the 

United States. 

E. The monitoring trustee may hire, at 

the cost and expense of Defendants, any 

agents and consultants, including, but 

not limited to, investment bankers, 

attorneys, and accountants, that are 

reasonably necessary in the monitoring 

trustee’s judgment to assist with the 

monitoring trustee’s duties. These 

agents or consultants will be solely 

accountable to the monitoring trustee 

and will serve on terms and conditions, 

including terms and conditions 

governing confidentiality requirements 

and conflict-of-interest certifications, 

that are approved by the United States. 

F. The compensation of the 

monitoring trustee and agents or 

consultants retained by the monitoring 

trustee must be on reasonable and 

customary terms commensurate with 

the individuals’ experience and 

responsibilities. If the monitoring 

trustee and Defendants are unable to 

reach agreement on the monitoring 

trustee’s compensation or other terms 

and conditions of engagement within 14 

calendar days of the appointment of the 

monitoring trustee, the United States, in 

its sole discretion, may take appropriate 

action, including by making a 

recommendation to the Court. Within 

three business days of hiring any agents 

or consultants, the monitoring trustee 

must provide written notice of the 

hiring and the rate of compensation to 

Defendants and the United States. 

G. The monitoring trustee must 

account for all costs and expenses 

incurred. 

H. Defendants must use their best 

efforts to assist the monitoring trustee to 

monitor Defendants’ compliance with 

their obligations under this Final 

Judgment and the Asset Preservation 

Stipulation and Order. Subject to 

reasonable protection for trade secrets, 

other confidential research, 

development, or commercial 

information, or any applicable 

privileges, Defendants must provide the 

monitoring trustee and agents or 

consultants retained by the monitoring 

trustee with full and complete access to 

all personnel, books, records, and 

facilities of the Divestiture Assets. 

Defendants may not take any action to 

interfere with or to impede 

accomplishment of the monitoring 

trustee’s responsibilities. 

I. The monitoring trustee must 

investigate and report on Defendants’ 

compliance with this Final Judgment 

and the Asset Preservation Stipulation 

and Order, including ensuring 

Defendants’ compliance with any 

transition services agreement. The 

monitoring trustee must provide 

periodic reports to the United States 

setting forth Defendants’ efforts to 

comply with their obligations under this 

Final Judgment and under the Asset 

Preservation Stipulation and Order. The 

United States, in its sole discretion, will 

set the frequency of the monitoring 

trustee’s reports. 

J. The monitoring trustee will serve 

until the divestiture of all Divestiture 

Assets pursuant to this Final Judgment 

or until expiration of any transition 

services agreement pursuant to 

Paragraph IV.L., whichever is later, 

unless the United States, in its sole 

discretion, determines a shorter period 

is appropriate. 

K. If the United States determines that 

the monitoring trustee is not acting 

diligently or in a reasonably costeffective manner, the United States may 


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recommend that the Court appoint a 

substitute. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment or of related orders such as 

the Asset Preservation Stipulation and 

Order or of determining whether this 

Final Judgment should be modified or 

vacated, upon written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, and reasonable 

notice to Defendants, Defendants must 

permit, from time to time and subject to 

legally recognized privileges, authorized 

representatives, including agents 

retained by the United States: 

1. to have access during Defendants’ office 

hours to inspect and copy, or at the 

option of the United States, to require 

Defendants to provide electronic copies 

of all books, ledgers, accounts, records, 

data, and documents in the possession, 

custody, or control of Defendants 

relating to any matters contained in this 

Final Judgment; and 

2. to interview, either informally or on the 

record, Defendants’ officers, employees, 

or agents, who may have their individual 

counsel present, regarding such matters. 

The interviews must be subject to the 

reasonable convenience of the 

interviewee and without restraint or 

interference by Defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General for the 

Antitrust Division, Defendants must 

submit written reports or respond to 

written interrogatories, under oath if 

requested, relating to any of the matters 

contained in this Final Judgment. 

C. No information or documents 

obtained pursuant to this Section XI 

may be divulged by the United States to 

any person other than an authorized 

representative of the executive branch of 

the United States, except in the course 

of legal proceedings to which the United 

States is a party, including grand jury 

proceedings, for the purpose of securing 

compliance with this Final Judgment, or 

as otherwise required by law. 

D. In the event of a request by a third 

party for disclosure of information 

under the Freedom of Information Act, 

5 U.S.C. 552, the Antitrust Division will 

act in accordance with that statute, and 

the Department of Justice regulations at 

28 CFR part 16, including the provision 

on confidential commercial information, 

at 28 CFR 16.7. Defendants submitting 

information to the Antitrust Division 

should designate the confidential 

commercial information portions of all 

applicable documents and information 

under 28 CFR 16.7. Designations of 

confidentiality expire 10 years after 

submission, ‘‘unless the submitter 

requests and provides justification for a 

longer designation period.’’ See 28 CFR 

16.7(b). 

E. If at the time that Defendants 

furnish information or documents to the 

United States pursuant to this Section 

XI, Defendants represent and identify in 

writing information or documents for 

which a claim of protection may be 

asserted under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure, and 

Defendants mark each pertinent page of 

such material, ‘‘Subject to claim of 

protection under Rule 26(c)(1)(G) of the 

Federal Rules of Civil Procedure,’’ the 

United States must give Defendants 10 

calendar days’ notice before divulging 

the material in any legal proceeding 

(other than a grand jury proceeding). 

XII. No Reacquisition; Limitations on 

Joint Ventures, Partnerships, or 

Collaborations 

Defendants may not reacquire any 

part of or any interest in the Divestiture 

Assets during the term of this Final 

Judgment. In addition, Defendants may 

not, without the prior written consent of 

the United States, enter into a new joint 

venture, partnership, or collaboration, 

including any marketing or sales 

agreement, or expand the scope of an 

existing joint venture, partnership, or 

collaboration with Acquirer involving 

any digital do-it-yourself tax return 

preparation and e-filing products and 

services during the term of this Final 

Judgment. The decision whether to 

consent to any joint venture, 

partnership, or collaboration is within 

the sole discretion of the United States. 

XIII. Retention of Jurisdiction 

The Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to the Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Enforcement of Final Judgment 

A. The United States retains and 

reserves all rights to enforce the 

provisions of this Final Judgment, 

including the right to seek an order of 

contempt from the Court. Defendants 

agree that in a civil contempt action, a 

motion to show cause, or a similar 

action brought by the United States 

regarding an alleged violation of this 

Final Judgment, the United States may 

establish a violation of this Final 

Judgment and the appropriateness of a 

remedy therefor by a preponderance of 

the evidence, and Defendants waive any 

argument that a different standard of 

proof should apply. 

B. This Final Judgment should be 

interpreted to give full effect to the 

procompetitive purposes of the antitrust 

laws and to restore the competition the 

United States alleged was harmed by the 

challenged conduct. Defendants agree 

that they may be held in contempt of, 

and that the Court may enforce, any 

provision of this Final Judgment that, as 

interpreted by the Court in light of these 

procompetitive principles and applying 

ordinary tools of interpretation, is stated 

specifically and in reasonable detail, 

whether or not it is clear and 

unambiguous on its face. In any such 

interpretation, the terms of this Final 

Judgment should not be construed 

against either party as the drafter. 

C. In an enforcement proceeding in 

which the Court finds that Defendants 

have violated this Final Judgment, the 

United States may apply to the Court for 

a one-time extension of this Final 

Judgment, together with other relief that 

may be appropriate. In connection with 

a successful effort by the United States 

to enforce this Final Judgment against a 

Defendant, whether litigated or resolved 

before litigation, that Defendant agrees 

to reimburse the United States for the 

fees and expenses of its attorneys, as 

well as all other costs including experts’ 

fees, incurred in connection with that 

enforcement effort, including in the 

investigation of the potential violation. 

D. For a period of four years following 

the expiration of this Final Judgment, if 

the United States has evidence that a 

Defendant violated this Final Judgment 

before it expired, the United States may 

file an action against that Defendant in 

this Court requesting that the Court 

order: (1) Defendant to comply with the 

terms of this Final Judgment for an 

additional term of at least four years 

following the filing of the enforcement 

action; (2) all appropriate contempt 

remedies; (3) additional relief needed to 

ensure the Defendant complies with the 

terms of this Final Judgment; and (4) 

fees or expenses as called for by this 

Section XIV. 

XV. Expiration of Final Judgment 

Unless the Court grants an extension, 

this Final Judgment will expire 10 years 

from the date of its entry, except that 

after five years from the date of its entry, 

this Final Judgment may be terminated 

upon notice by the United States to the 

Court and Defendants that the 

divestiture has been completed and the 

continuation of this Final Judgment is 

no longer necessary or in the public 

interest. 


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XVI. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including by making 

available to the public copies of this 

Final Judgment and the Competitive 

Impact Statement, public comments 

thereon, and any response to comments 

by the United States. Based upon the 

record before the Court, which includes 

the Competitive Impact Statement and, 

if applicable, any comments and 

response to comments filed with the 

Court, entry of this Final Judgment is in 

the public interest. 

Date: llllllllllllllllll

[Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. 16] 

lllllllllllllllllllll

United States District Judge 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Intuit Inc. and Credit Karma, Inc.,. 

Defendants 

Civil Action No.: 1:20–cv–03441–ABJ 

Judge Amy Jackson Berman 

Competitive Impact Statement 

The United States of America, under 

Section 2(b) of the Antitrust Procedures 

and Penalties Act, 15 U.S.C. 16(b)–(h) 

(‘‘APPA’’ or ‘‘Tunney Act’’), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. Nature and Purpose of the Proceeding 

On February 24, 2020, Defendant 

Intuit Inc. (‘‘Intuit’’) agreed to acquire 

Defendant Credit Karma, Inc. (‘‘Credit 

Karma’’) for approximately $7.1 billion. 

The United States filed a civil antitrust 

Complaint against Intuit and Credit 

Karma on November 25, 2020, seeking 

to enjoin the proposed transaction 

(Docket No. 1). The Complaint alleges 

that the likely effect of the proposed 

transaction would be to substantially 

lessen competition for digital do-ityourself (‘‘DDIY’’) tax preparation 

products used to help individuals file 

U.S. federal and state tax returns, in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

At the same time the Complaint was 

filed, the United States filed an Asset 

Preservation and Hold Separate 

Stipulation and Order (‘‘Stipulation and 

Order’’) (Docket No. 2–1) and a 

proposed Final Judgment (Docket No. 2– 

2), which are designed to address the 

anticompetitive effects alleged in the 

Complaint. Under the proposed Final 

Judgment, which is explained more 

fully below, Credit Karma is required to 

divest its DDIY tax preparation 

business, known as Credit Karma Tax, 

including the assets needed to run that 

business. 

Under the terms of the Stipulation 

and Order, Defendants are required to 

take certain steps to ensure Credit 

Karma Tax is operated as a 

competitively independent, 

economically viable, and ongoing 

business concern, which will remain 

independent and uninfluenced by 

Defendants, and that competition is 

maintained during the pendency of the 

required divestiture. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment will terminate 

this action, except that the Court will 

retain jurisdiction to construe, modify, 

or enforce the provisions of the 

proposed Final Judgment and to punish 

violations thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Defendants and the Proposed 

Transaction 

Intuit is a software company based in 

Mountain View, California that offers 

tax preparation, accounting, payroll, 

and personal finance solutions to 

individuals and businesses. Intuit offers 

DDIY tax preparation products under 

the TurboTax brand. Intuit, through its 

TurboTax business, is the largest 

provider of DDIY tax preparation 

products for U.S. federal and state 

returns. 

Credit Karma is a privately held 

technology company based in San 

Francisco, California that offers an 

online and mobile personal finance 

platform. Credit Karma’s platform 

provides individuals with access to free 

credit scores, credit monitoring, and 

DDIY tax preparation, among other 

products and services. Credit Karma’s 

tax business, known as Credit Karma 

Tax, is the fifth-largest provider of DDIY 

tax preparation products for U.S. federal 

and state returns. 

On February 24, 2020, Intuit agreed to 

acquire Credit Karma in a transaction 

valued at approximately $7.1 billion. 

B. Anticompetitive Effects of the 

Proposed Transaction in the Market for 

DDIY Tax Preparation Products 

The Complaint alleges that the loss of 

competition in DDIY tax preparation 

products due to the proposed 

transaction would result in substantial 

harm to millions of U.S. taxpayers. The 

acquisition of a disruptive upstart by the 

dominant firm in DDIY tax preparation 

products would lead to a presumptively 

anticompetitive increase in market 

concentration. The Complaint further 

alleges that the proposed transaction 

would eliminate important head-to-head 

competition between Intuit and Credit 

Karma and an important constraint on 

Intuit in the market for the 

development, provision, operation, and 

support of DDIY tax preparation 

products. 

1. The Relevant Market for Analyzing 

the Transaction’s Anticompetitive 

Effects 

The Complaint alleges that the 

relevant market for analyzing the effects 

of the proposed acquisition is the 

development, provision, operation, and 

support of DDIY tax preparation 

products (‘‘the market for DDIY tax 

preparation products’’). DDIY tax 

preparation products enable individuals 

to prepare their own U.S. federal and 

state personal income taxes on the 

provider’s website or mobile application 

or using the provider’s software 

installed on a personal computer. 

The Complaint alleges that other 

methods of tax preparation, including 

hiring an accountant (i.e., ‘‘assisted tax 

preparation’’) and completing a tax 

return manually on paper (the ‘‘penand-paper’’ method), are not close 

substitutes for DDIY tax preparation 

products. Alternate methods of tax 

preparation do not offer comparable 

functionality or are less convenient, 

more cumbersome, or more expensive 

than DDIY tax preparation products. 

Thus, the Complaint alleges that a 

hypothetical monopolist likely would 

impose at least a small but significant 

and non-transitory increase in the price 

of DDIY tax preparation products. See 

U.S. Dep’t of Justice & Fed. Trade 

Comm’n, Horizontal Merger Guidelines 

§ 4.1.1 (revised Aug. 19, 2010) (‘‘Merger 

Guidelines’’), https://www.justice.gov/ 

atr/horizontal-merger-guidelines08192010. Other forms of tax 

preparation are not sufficiently 

substitutable to prevent such a price 

increase. 

The Complaint alleges that the 

relevant geographic market for 

analyzing the effects of the proposed 

acquisition is worldwide. All major 

providers of DDIY tax preparation 

products for U.S. federal and state tax 

returns and most customers of such 

products are located in the United 

States. DDIY tax preparation products 

designed for filings in other parts of the 

world are not substitutes for DDIY tax 

preparation products designed for U.S. 


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federal and state filings. Nonetheless, 

because many DDIY tax preparation 

products are provided over the internet, 

there appear to be no physical 

restrictions on the location of providers 

or customers of DDIY tax preparation 

products. Accordingly, the relevant 

geographic market for analyzing the 

proposed transaction is a worldwide 

market. 

2. The Transaction is Presumed to 

Enhance Intuit’s Market Power 

The proposed transaction would 

significantly increase market 

concentration in the market for DDIY 

tax preparation products. The 

Complaint alleges that Intuit has a 66% 

market share and Credit Karma has a 

3% market share. Market concentration 

is often a useful indicator of the level of 

competitive vigor in a market and the 

likely competitive effects of an 

acquisition. The more concentrated a 

market, and the more a transaction 

would increase concentration in a 

market, the more likely it is that the 

transaction would result in harm to 

consumers by meaningfully reducing 

competition. 

Market concentration is typically 

measured by the Herfindahl-Hirschman 

Index (‘‘HHI’’). Markets in which the 

HHI is above 2,500 are considered 

highly concentrated. Transactions that 

increase the HHI by more than 200 

points and result in a highly 

concentrated market are presumed to be 

likely to enhance market power. See 

Merger Guidelines § 5.3. 

Intuit’s proposed acquisition of Credit 

Karma would further increase 

concentration in a market that is already 

highly concentrated, resulting in a postacquisition HHI of over 5,000 points. As 

a result of the transaction, the HHI in 

the relevant market would increase by 

more than 400 points. These HHI 

measures indicate that the transaction is 

presumptively likely to enhance market 

power. See Merger Guidelines § 5.3. 

As the Complaint alleges, these 

concentration measures understate the 

likely anticompetitive effects of the 

proposed transaction. As explained 

more fully in Section II.B.3 below, 

Credit Karma Tax has been a disruptive 

competitor in the market by offering its 

DDIY tax preparation product for free to 

consumers regardless of the complexity 

of their individual tax returns. Further, 

Credit Karma Tax is expected to 

continue to grow rapidly in the near 

future. Thus, current concentration 

measures in the market for DDIY tax 

preparation products understate Credit 

Karma Tax’s competitive importance in 

the market. 

3. The Transaction Would Eliminate 

Head-to-Head Competition Between 

Intuit and Credit Karma 

The Complaint alleges that Intuit and 

Credit Karma compete directly against 

each other to provide DDIY tax 

preparation products to millions of U.S. 

taxpayers. For over a decade, Intuit has 

been the dominant DDIY tax preparation 

products provider. In 2017, Credit 

Karma entered the market with a 

completely free DDIY tax preparation 

product for U.S. taxpayers. Over the last 

four years, Credit Karma’s free tax 

product has disrupted TurboTax’s 

dominance in the market by winning 

over customers from TurboTax. In 

response to the competitive threat posed 

by Credit Karma, Intuit has lowered the 

price of certain DDIY tax preparation 

products and expanded the scope and 

quality of services it offers to TurboTax 

users for free. 

Since entering the market, Credit 

Karma has been a disruptive competitor 

to Intuit in DDIY tax preparation. 

Indeed, as the Complaint alleges, Intuit 

itself has recognized that Credit Karma 

has been its most disruptive competitor 

within DDIY tax preparation. Unlike 

any other provider, Credit Karma offers 

a completely free DDIY tax preparation 

product for a broad range of simple and 

complex U.S. and state tax returns. 

Credit Karma is able to offer its DDIY 

tax preparation product for free because 

it is paid by third parties when it 

successfully markets their offers for 

financial products, like credit cards or 

personal loans, to its customer base of 

over 100 million users. The data Credit 

Karma obtains from its users’ tax filings 

helps Credit Karma better tailor offers 

for other products to its users. Credit 

Karma’s users are more likely to accept 

tailored offers, which in turn, increases 

Credit Karma’s commissions from the 

third parties. 

Absent the proposed transaction, 

competition between Intuit and Credit 

Karma is expected to continue to 

increase in the future. As the Complaint 

alleges, Credit Karma Tax has grown 

significantly since its 2017 launch, 

serving over 2 million filers in 2020. In 

the coming tax seasons, Credit Karma 

Tax is expected to continue to grow and 

increase its market share, at the expense 

of TurboTax, as its product gains further 

traction in the market and as Credit 

Karma continues to improve and 

expand its tax product’s functionality. 

The Complaint, therefore, alleges that 

by eliminating the head-to-head 

competition between Intuit and Credit 

Karma, Intuit’s proposed acquisition of 

Credit Karma would likely substantially 

lessen competition in the market for 

DDIY tax preparation products in 

violation of Section 7 of the Clayton 

Act. 

4. Entry and Efficiencies Are Unlikely 

To Counteract the Proposed 

Transaction’s Anticompetitive Effects 

As the Complaint alleges, new entry 

or expansion in DDIY tax preparation 

products is unlikely to prevent the 

acquisition’s anticompetitive effects. 

Apart from Credit Karma, no other 

companies have successfully entered 

the market for DDIY tax preparation 

products in over a decade. There are 

significant barriers to entry or expansion 

in DDIY tax preparation products, 

including the cost of developing and 

maintaining a robust, easy-to-use 

product, marketing costs to acquire and 

retain customers, and the time and 

expense needed to build a strong, 

trusted brand. 

The Complaint also alleges that the 

anticompetitive effects of the proposed 

acquisition are not likely to be 

eliminated by any efficiencies the 

proposed acquisition may achieve. 

III. Explanation of the Proposed Final 

Judgment 

The divestiture required by the 

proposed Final Judgment will remedy 

the loss of competition alleged in the 

Complaint by establishing an 

independent and economically viable 

competitor in the market for DDIY tax 

preparation products. The proposed 

Final Judgment requires Defendants, 

within 30 calendar days after the entry 

of the Stipulation and Order by the 

Court, to divest the products, 

intellectual property, and other related 

assets and rights that Credit Karma Tax 

uses to provide DDIY tax preparation 

products (collectively, the ‘‘Divestiture 

Assets’’). The Divestiture Assets must be 

divested to Square, Inc., or to another 

acquirer approved by the United States, 

in such a way as to satisfy the United 

States in its sole discretion that the 

Divestiture Assets can and will be 

operated as a viable, ongoing business 

that can compete effectively in the 

market for DDIY tax preparation 

products. Defendants must take all 

reasonable steps necessary to 

accomplish the divestiture quickly. 

The proposed Final Judgment 

includes certain provisions to protect 

the viability of the Divestiture Assets 

during the transition of those assets to 

the Acquirer. As explained in more 

detail below, the proposed Final 

Judgment requires Defendants to 

provide certain transition services 

during the 2021 tax filing season and 

restricts Defendants from taking certain 

actions that could threaten the viability 


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of the Divestiture Assets while the 

acquirer prepares to independently 

operate the divested business. 

A. Divestiture Assets and Employees 

The proposed Final Judgment requires 

Defendants to divest the Divestiture 

Assets, which are defined in Paragraph 

II.F of the proposed Final Judgment. The 

Divestiture Assets will provide the 

acquirer with all of the assets and rights 

owned by or licensed to Credit Karma 

Tax, and all material assets and rights 

that are needed to run the Credit Karma 

Tax business in substantially the same 

manner as it had been run prior to the 

transfer. The Divestiture Assets include, 

among other things: All Credit Karma 

Tax products, including their 

underlying software and data; all 

intellectual property owned by Credit 

Karma Tax; all certifications and 

material contracts; copies of all books 

and records related to Credit Karma Tax; 

and copies of all marketing materials 

related to Credit Karma Tax. 

The Divestiture Assets also include a 

worldwide, non-exclusive, irrevocable, 

perpetual license to all other intellectual 

property, except for Credit Karma 

trademarks, owned by Credit Karma or 

its subsidiaries that is used by the Credit 

Karma Tax business. Finally, the 

Divestiture Assets include a limited, 

non-exclusive license to use the Credit 

Karma trademarks for the Credit Karma 

Tax business during the 2021 tax filing 

season. 

Further, under Paragraph IV.H of the 

proposed Final Judgment, the acquirer 

will, for up to 12 months after the date 

of the divestiture, have the right to hire 

any employees currently employed by 

Credit Karma Tax, or currently 

employed by Credit Karma who 

dedicated at least 50% of their total time 

to Credit Karma Tax at any point from 

October 1, 2019 to September 30, 2020. 

Defendants must provide the acquirer 

with information on these employees 

and are prohibited from interfering with 

the acquirer’s efforts to hire them. 

B. Transition Services 

The proposed Final Judgment requires 

Defendants to provide certain transition 

services to maintain the viability and 

competitiveness of the Credit Karma 

Tax business during its transition to the 

acquirer. 

Paragraph IV.L of the proposed Final 

Judgment requires Defendants, at the 

acquirer’s election, to enter into a 

transition services agreement, for a 

period of up to 24 months, for 

engineering, product support, data 

migration, information security, 

information technology, technology 

infrastructure, customer support, 

marketing, finance, accounting, and 

knowledge transfer related to the tax 

industry. Because the Divestiture Assets 

may be transferred to the acquirer 

during the 2021 tax filing season, the 

proposed Final Judgment allows certain 

transition services to extend beyond 12 

months to give the acquirer sufficient 

time to integrate the Divested Assets 

into its existing business and to ensure 

customers can smoothly transition from 

Credit Karma Tax to the acquirer. 

Under Paragraphs IV.M.2 and IV.M.4, 

for the 2021 tax filing season, 

Defendants must make the Credit Karma 

Tax website and mobile application 

available to consumers with the same 

level of functionality, availability, 

access, and customer support as Credit 

Karma provided during the year 

preceding the divestiture. This will 

ensure that Credit Karma Tax customers 

can continue to fully use these services 

when filing their 2020 tax returns, while 

providing the acquirer with the time 

necessary to integrate Credit Karma Tax 

into its own business and platform. For 

the 2021 tax filing season, Paragraph 

IV.M.1 of the proposed Final Judgment 

further requires Defendants to distribute 

acquirer-created marketing content to 

Credit Karma Tax filers at least as 

frequently as Credit Karma sent such 

communications between October 2019 

and the date of the divestiture. 

C. Marketing and Steering Prohibitions 

The proposed Final Judgment 

contains provisions that limit 

Defendants’ ability to steer customers 

away from the acquirer’s tax business to 

TurboTax while Defendants fulfill their 

transition services obligations to the 

acquirer. These provisions will help 

ensure that Defendants do not degrade 

the competitiveness of the divested 

business while they are providing the 

transitional services. 

For example, during the 2021 tax 

filing season, the proposed Final 

Judgment limits Defendants’ ability to 

market TurboTax on the Credit Karma 

website and mobile application to 

certain Credit Karma users. During this 

period, Defendants may market 

TurboTax only to Credit Karma users 

that have not previously filed with 

Credit Karma Tax or shown an intent to 

use Credit Karma Tax, and only if 

Defendants also market Credit Karma 

Tax with equal prominence. Defendants 

cannot market TurboTax on the Credit 

Karma platform to any other users 

during this period. Further, during the 

2021 and 2022 tax filing seasons, under 

Paragraph IV.O.2, Defendants may not 

directly target previous Credit Karma 

Tax filers with email marketing related 

to TurboTax. 

Similarly, Paragraphs IV.M.5 and 

IV.N.2 of the proposed Final Judgment 

limit Defendants’ ability to redirect 

certain individuals to TurboTax from 

the Credit Karma website or mobile 

application. During the 2021 tax season, 

Defendants must redirect any person 

from the Credit Karma website or 

mobile application to the Credit Karma 

Tax website if the person has indicated 

an intent to use Credit Karma Tax. 

Defendants may not direct any such 

person to the TurboTax website. During 

the 2022 tax season, the same 

restrictions on redirection apply but 

only with respect to previous Credit 

Karma Tax filers. 

Finally, Paragraphs IV.P–Q require 

Defendants to delete any user data 

collected from Credit Karma Tax filers 

that could be used by Defendants to 

identify any users as Credit Karma Tax 

filers, except as necessary to provide 

transitional services to the acquirer. 

D. Other Provisions 

Section XII of the proposed Final 

Judgment prevents Defendants from 

reacquiring any part of or interest in the 

Divestiture Assets during the term of the 

Final Judgment. This section further 

prohibits Defendants from entering into 

or expanding any new joint venture, 

partnership, or collaboration with the 

acquirer related to DDIY tax preparation 

products during the term of the Final 

Judgment without prior written consent 

from the United States. 

The proposed Final Judgment also 

contains provisions designed to promote 

compliance and make enforcement of 

the Final Judgment as effective as 

possible. Paragraph XIV.A provides that 

the United States retains and reserves 

all rights to enforce the proposed Final 

Judgment, including the right to seek an 

order of contempt from the Court. Under 

the terms of this paragraph, Defendants 

have agreed that in any civil contempt 

action, any motion to show cause, or 

any similar action brought by the United 

States regarding an alleged violation of 

the Final Judgment, the United States 

may establish the violation and the 

appropriateness of any remedy by a 

preponderance of the evidence and that 

Defendants have waived any argument 

that a different standard of proof should 

apply. This provision aligns the 

standard for compliance with the Final 

Judgment with the standard of proof 

that applies to the underlying offense 

that the Final Judgment addresses. 

Paragraph XIV.B provides additional 

clarification regarding the interpretation 

of the provisions of the proposed Final 

Judgment. The proposed Final Judgment 

is intended to restore competition that 

the United States alleges would 


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otherwise be harmed by the transaction. 

Defendants agree that they will abide by 

the proposed Final Judgment, and that 

they may be held in contempt of this 

Court for failing to comply with any 

provision of the proposed Final 

Judgment that is stated specifically and 

in reasonable detail, as interpreted in 

light of this procompetitive purpose. 

Paragraph XIV.C of the proposed 

Final Judgment provides that if the 

Court finds in an enforcement 

proceeding that Defendants have 

violated the Final Judgment, the United 

States may apply to the Court for a onetime extension of the Final Judgment, 

together with such other relief as may be 

appropriate. In addition, to compensate 

American taxpayers for any costs 

associated with investigating and 

enforcing violations of the Final 

Judgment, Paragraph XIV.C provides 

that in any successful effort by the 

United States to enforce the Final 

Judgment against a Defendant, whether 

litigated or resolved before litigation, 

that Defendants will reimburse the 

United States for attorneys’ fees, 

experts’ fees, and other costs incurred in 

connection with any effort to enforce 

the Final Judgment, including the 

investigation of the potential violation. 

Paragraph XIV.D states that the 

United States may file an action against 

a Defendant for violating the Final 

Judgment for up to four years after the 

Final Judgment has expired or been 

terminated. This provision is meant to 

address circumstances such as when 

evidence that a violation of the Final 

Judgment occurred during the term of 

the Final Judgment is not discovered 

until after the Final Judgment has 

expired or been terminated or when 

there is not sufficient time for the 

United States to complete an 

investigation of an alleged violation 

until after the Final Judgment has 

expired or been terminated. This 

provision, therefore, makes clear that, 

for four years after the Final Judgment 

has expired or been terminated, the 

United States may still challenge a 

violation that occurred during the term 

of the Final Judgment. 

Finally, Section XV of the proposed 

Final Judgment provides that the Final 

Judgment will expire ten years from the 

date of its entry, except that after five 

years from the date of its entry, the Final 

Judgment may be terminated upon 

notice by the United States to the Court 

and Defendants that the divestiture has 

been completed and that continuation of 

the Final Judgment is no longer 

necessary or in the public interest. 

E. Monitoring Trustee 

Section X of the proposed Final 

Judgment provides that the United 

States may appoint a monitoring trustee 

with the power and authority to 

investigate and report on the 

Defendants’ compliance with the terms 

of the Final Judgment and the 

Stipulation and Order. The monitoring 

trustee will not have any responsibility 

or obligation for the operation of the 

Defendants’ businesses. The monitoring 

trustee will serve at Defendants’ 

expense, on such terms and conditions 

as the United States approves, and 

Defendants must assist the trustee in 

fulfilling its obligations. The monitoring 

trustee will provide periodic reports to 

the United States and will serve until 

the later of the completion of the 

divestiture or the expiration of any 

transition services contract, unless the 

United States determines a shorter 

monitoring period is appropriate. 

F. Divestiture Trustee 

If Defendants do not accomplish the 

divestiture within the period prescribed 

in Paragraph IV.A of the proposed Final 

Judgment, Section V of the proposed 

Final Judgment provides that the Court 

will appoint a divestiture trustee 

selected by the United States to effect 

the divestiture. If a divestiture trustee is 

appointed, the proposed Final Judgment 

provides that Defendants will pay all 

costs and expenses of the trustee. The 

divestiture trustee’s commission will be 

structured so as to provide an incentive 

for the trustee based on the price 

obtained and the speed with which the 

divestiture is accomplished. After the 

divestiture trustee’s appointment 

becomes effective, the trustee will 

provide monthly reports to the United 

States setting forth his or her efforts to 

accomplish the divestiture. If the 

divestiture has not been accomplished 

within six months of the divestiture 

trustee’s appointment, the divestiture 

trustee and the United States may make 

recommendations to the Court, which 

will enter such orders as appropriate, in 

order to carry out the purpose of the 

Final Judgment, including by extending 

the trust or the term of the divestiture 

trustee’s appointment. 

IV. Remedies Available to Potential 

Private Litigants 

Section 4 of the Clayton Act, 15 

U.S.C. 15, provides that any person who 

has been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment neither impairs nor 

assists the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least 60 days preceding the effective 

date of the proposed Final Judgment 

within which any person may submit to 

the United States written comments 

regarding the proposed Final Judgment. 

Any person who wishes to comment 

should do so within 60 days of the date 

of publication of this Competitive 

Impact Statement in the Federal 

Register, or the last date of publication 

in a newspaper of the summary of this 

Competitive Impact Statement, 

whichever is later. All comments 

received during this period will be 

considered by the U.S. Department of 

Justice, which remains free to withdraw 

its consent to the proposed Final 

Judgment at any time before the Court’s 

entry of the Final Judgment. The 

comments and the response of the 

United States will be filed with the 

Court and in the Federal Register, 

unless the Court agrees that the United 

States instead may publish them on the 

U.S. Department of Justice, Antitrust 

Division’s internet website. 

Written comments should be 

submitted to: Robert A. Lepore, Chief, 

Transportation, Energy, and Agriculture 

Section, Antitrust Division, U.S. 

Department of Justice, 450 Fifth Street 

NW, Suite 8000, Washington, DC 20530. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

As an alternative to the proposed 

Final Judgment, the United States 

considered a full trial on the merits 

against Defendants. The United States 

could have continued the litigation and 


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sought preliminary and permanent 

injunctions against Intuit’s acquisition 

of Credit Karma. The United States is 

satisfied, however, that the divestiture 

of assets described in the proposed 

Final Judgment will remedy the 

anticompetitive effects alleged in the 

Complaint, preserving competition for 

the provision of DDIY tax preparation 

products in the United States. Thus, the 

proposed Final Judgment achieves all or 

substantially all of the relief the United 

States would have obtained through 

litigation, but avoids the time, expense, 

and uncertainty of a full trial on the 

merits of the Complaint. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a 60-day 

comment period, after which the Court 

shall determine whether entry of the 

proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) the impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); United States v. U.S. 

Airways Grp., Inc., 38 F. Supp. 3d 69, 

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009 U.S. 

Dist. LEXIS 84787, at *3 (D.D.C. Aug. 

11, 2009) (noting that a court’s review 

of a consent judgment is limited and 

only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable’’). 

As the U.S. Court of Appeals for the 

District of Columbia Circuit has held, 

under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations in the government’s 

complaint, whether the proposed Final 

Judgment is sufficiently clear, whether 

its enforcement mechanisms are 

sufficient, and whether it may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

proposed Final Judgment, a court may 

not ‘‘make de novo determination of 

facts and issues.’’ United States v. W. 

Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 

1993) (quotation marks omitted); see 

also Microsoft, 56 F.3d at 1460–62; 

United States v. Alcoa, Inc., 152 F. 

Supp. 2d 37, 40 (D.D.C. 2001); United 

States v. Enova Corp., 107 F. Supp. 2d 

10, 16 (D.D.C. 2000); InBev, 2009 U.S. 

Dist. LEXIS 84787, at *3. Instead, ‘‘[t]he 

balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in 

the first instance, to the discretion of the 

Attorney General.’’ W. Elec. Co., 993 

F.2d at 1577 (quotation marks omitted). 

‘‘The court should bear in mind the 

flexibility of the public interest inquiry: 

The court’s function is not to determine 

whether the resulting array of rights and 

liabilities is one that will best serve 

society, but only to confirm that the 

resulting settlement is within the 

reaches of the public interest.’’ 

Microsoft, 56 F.3d at 1460 (quotation 

marks omitted); see also United States v. 

Deutsche Telekom AG, No. 19–2232 

(TJK), 2020 WL 1873555, at *7 (D.D.C. 

Apr. 14, 2020). More demanding 

requirements would ‘‘have enormous 

practical consequences for the 

government’s ability to negotiate future 

settlements,’’ contrary to congressional 

intent. Id. at 1456. ‘‘The Tunney Act 

was not intended to create a 

disincentive to the use of the consent 

decree.’’ Id. 

The United States’ predictions about 

the efficacy of the remedy are to be 

afforded deference by the Court. See, 

e.g., Microsoft, 56 F.3d at 1461 

(recognizing courts should give ‘‘due 

respect to the Justice Department’s . . . 

view of the nature of its case’’); United 

States v. Iron Mountain, Inc., 217 F. 

Supp. 3d 146, 152–53 (D.D.C. 2016) (‘‘In 

evaluating objections to settlement 

agreements under the Tunney Act, a 

court must be mindful that [t]he 

government need not prove that the 

settlements will perfectly remedy the 

alleged antitrust harms[;] it need only 

provide a factual basis for concluding 

that the settlements are reasonably 

adequate remedies for the alleged 

harms.’’) (internal citations omitted); 

United States v. Republic Servs., Inc., 

723 F. Supp. 2d 157, 160 (D.D.C. 2010) 

(noting ‘‘the deferential review to which 

the government’s proposed remedy is 

accorded’’); United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 

6 (D.D.C. 2003) (‘‘A district court must 

accord due respect to the government’s 

prediction as to the effect of proposed 

remedies, its perception of the market 

structure, and its view of the nature of 

the case’’). The ultimate question is 

whether ‘‘the remedies [obtained by the 

Final Judgment are] so inconsonant with 

the allegations charged as to fall outside 

of the ‘reaches of the public interest.’ ’’ 

Microsoft, 56 F.3d at 1461 (quoting W. 

Elec. Co., 900 F.2d at 309). 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 

In its 2004 amendments to the APPA, 

Congress made clear its intent to 

preserve the practical benefits of using 

consent judgments proposed by the 

United States in antitrust enforcement, 

Public Law 108–237 § 221, and added 

the unambiguous instruction that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2); see also 

U.S. Airways, 38 F. Supp. 3d at 76 

(indicating that a court is not required 

to hold an evidentiary hearing or to 


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permit intervenors as part of its review 

under the Tunney Act). This language 

explicitly wrote into the statute what 

Congress intended when it first enacted 

the Tunney Act in 1974. As Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). ‘‘A court 

can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone.’’ U.S. Airways, 38 F. 

Supp. 3d at 76 (citing Enova Corp., 107 

F. Supp. 2d at 17). 

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Dated: December 10, 2020. 

Respectfully submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA 

lllllllllllllllllllll

Brian Hanna, 

Attorney for the United States. 

U.S. Department of Justice, Antitrust 

Division, 450 Fifth Street NW, Suite 8000, 

Washington, DC 20530, Tel: (202) 598–8360, 

Email: brian.hanna2@usdoj.gov. 

[FR Doc. 2020–27604 Filed 12–15–20; 8:45 am] 

BILLING CODE 4410–11–P 

DEPARTMENT OF JUSTICE 

[CPCLO Order No. 006–2020] 

Privacy Act of 1974; Systems of 

Records 

AGENCY: Office of Justice Programs, 

United States Department of Justice. 

ACTION: Notice of a new system of 

records. 

SUMMARY: Pursuant to the Privacy Act of 

1974, Office of Management and Budget 

(OMB) Circular No. A–108, and 34 

U.S.C. 10109(e), notice is hereby given 

that the Office of Justice Programs (OJP) 

proposes to develop a new system of 

records titled Justice Grants System 

(JustGrants) (JUSTICE/OJP–016) on 

behalf of itself, the Office of Community 

Oriented Policing Services (COPS), and 

the Office on Violence Against Women 

(OVW). OJP, COPS, and OVW are the 

three grant-making components of the 

United States Department of Justice 

(DOJ or Department). OJP, COPS, and 

OVW will use JustGrants to manage the 

planning, reviewing, awarding, 

modifying, monitoring, and closing out 

of DOJ grant awards and payment 

programs (such as the State Criminal 

Alien Assistance Program (SCAAP) and 

the Bullet Proof Vest Program (BVP)). 

JustGrants provides authorized internal 

users with the capability to effectively 

run queries on various data elements, 

review and score applications, generate 

award documents for successful 

applicants, approve awards, obligate 

award funds, and monitor the 

performance of award recipients. 

JustGrants also allows authorized 

internal users to maintain files on 

unsuccessful applicants and to update, 

modify, and maintain files for past and 

current award recipients. Finally, 

applicants for, and recipients of, federal 

grant funding from OJP, COPS, and 

OVW will be able to use JustGrants to 

manage the full lifecycle of the DOJ 

grants or payment programs with which 

they are involved, including applying 

for, accepting, modifying, monitoring, 

reporting on, and closing out of the 

grants or programs. 

DATES: In accordance with 5 U.S.C. 

552a(e)(4) and (11), this notice is 

effective upon publication, subject to a 

30-day period in which to comment on 

the routine uses described below. Please 

submit any comments by January 15, 

2021. 

ADDRESSES: The public, OMB, and 

Congress are invited to submit any 

comments by mail to the United States 

Department of Justice, Office of Privacy 

and Civil Liberties, ATTN: Privacy 

Analyst, 145 N Street NE, Suite 8W.300, 

Washington, DC 20002; by facsimile at 

202–307–0693; or by email at 

privacy.compliance@usdoj.gov. To 

ensure proper handling, please 

reference the above CPCLO Order No. 

on your correspondence. 

FOR FURTHER INFORMATION CONTACT: 

Maria Swineford, Business Manager, 

Office of the Assistant Attorney General, 

Office of Justice Programs, 810 7th 

Street NW, Washington, DC 20531, 

Maria.Swineford@usdoj.gov, (202) 616– 

0109. 

SUPPLEMENTARY INFORMATION: 

JustGrants will replace and 

consolidate two systems of records, 

Grants Management Information System 

(GMS) [JUSTICE/OJP–004] and COPS’s 

NexGen [JUSTICE/COPS–003], which 

are currently used by OJP, OVW, and 

COPS. JustGrants is designed to provide 

a uniform and flexible information 

platform that is simple to use, in order 

to promote continuous improvement in 

DOJ’s grant and payment programs 

processes. 

Pursuant to 5 U.S.C. 552a(b)(12), 

records maintained in this system of 

records may be disclosed to a consumer 

reporting agency without the prior 

written consent of the individual to 

whom the record pertains. Such 

disclosures will only be made in 

accordance with 31 U.S.C. 3711(e). 

In accordance with 5 U.S.C. 552a(r), 

the DOJ has provided a report to OMB 

and Congress on this new system of 

records. 

Dated: December 9, 2020. 

Peter Winn, 

Acting Chief Privacy and Civil Liberties 

Officer, United States Department of Justice. 

JUSTICE/OJP–016 

SYSTEM NAME AND NUMBER: 

Justice Grants System (JustGrants), 

JUSTICE/OJP–016. 

SECURITY CLASSIFICATION: 

The system is unclassified. 

SYSTEM LOCATION: 

Records in this system are maintained 

at the following locations: Office of 

Justice Programs (OJP); 810 7th Street 

NW, Washington, DC 20531; and with 

the following cloud service providers: 

Pega Cloud for Government, 

Pegasystems, Inc., 1 Rogers Street, 

Cambridge, MA 02142; Socrata Data 

Platform, 255 South King Street, Suite 

1100, Seattle, WA 98104; Amazon Web 

Services (AWS) GovCloud, 13200 

Woodland Park Road, Herndon, VA 

20171; and AWS US East/West, 12900 

Worldgate Drive, Herndon, VA 20170. 

The cloud computing service providers 

and their location may change from time 

to time, and this document may not 

reflect the most current information 

available. To confirm information about 

the current cloud computing service 

provider, please contact OJP through the 

OJP service desk at email address 

OJP.ITservicedesk@ojp.usdoj.gov. 

SYSTEM MANAGER(S): 

Bryce Mitchell, Division Director, 

Enterprise Application Development 

Division, Office of the Chief Information 

Officer, Office of Justice Programs, 810 

7th Street NW, Washington, DC 20531, 

Bryce.Mitchell@usdoj.gov, (202) 514– 

2412. 

AUTHORITY FOR MAINTENANCE OF THE SYSTEM: 

28 U.S.C. 530C; 44 U.S.C. 3101; 31 

U.S.C. 3512(b)–(c); 34 U.S.C. 10109(e); 

34 U.S.C. 10442 and 34 U.S.C. 10444. 

PURPOSE(S) OF THE SYSTEM: 

JustGrants supports the grant making, 

grant management, performance 

reporting, and payment program 

processing of DOJ’s three grant-making 

components, whose mission is to 

improve the nation’s capacity to prevent 


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