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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
(State of incorporation)
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77-0034661
(IRS Employer Identification No.)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.01 par value
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NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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EX-10.21
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EX-10.68
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EX-10.71
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EX-10.77
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EX-10.78
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EX-21.01
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EX-31.01
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EX-31.02
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EX-32.01
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EX-32.02
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EX-101.INS XBRL Instance Document
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EX-101.SCH XBRL Taxonomy Extension Schema
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EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase
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EX-101.LAB XBRL Taxonomy Extensions Label Linkbase
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EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
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EX-101.DEF XBRL Taxonomy Extension Definition Linkbase
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•
|
Improving financial strength – Helping consumers make and save money and small businesses to grow and profit.
|
•
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Increasing productivity – Turning drudgery into time for what matters most.
|
•
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Maintaining compliance – Helping customers comply with regulations.
|
•
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Building confidence – Sharing the wisdom and experience of others.
|
•
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To be the operating system behind small business success.
|
•
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To do the nations' taxes in the United States and Canada.
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•
|
Our Financial Management Solutions segment includes QuickBooks financial and business management software and services; QuickBooks technical support; financial supplies; and Demandforce, which provides online marketing and customer communication solutions.
|
•
|
Our Employee Management Solutions segment provides payroll products and services.
|
•
|
Our Payment Solutions segment provides merchant services, including credit and debit card processing; electronic check conversion and automated clearing house services; Web-based transaction processing services for online merchants; and GoPayment mobile payment processing services.
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•
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Our Consumer Tax segment includes TurboTax income tax preparation products and services for consumers and small businesses.
|
•
|
Our Accounting Professionals segment includes Lacerte, ProSeries and Intuit Tax Online professional tax products and services. This segment also includes QuickBooks Premier Accountant Edition and the QuickBooks ProAdvisor Program for accounting professionals.
|
•
|
Focus on the product - we call it “Delivering awesome product experiences.”
Computing devices are moving to the palm of our hands in the form of tablets and smart phones. Therefore, we are increasingly focused on reimagining our products with a mobile-first, and in some cases mobile-only, design. Our TurboTax solutions, for example, let customers prepare and file their entire tax returns online, via tablet, mobile phone or desktop computer. We also believe that a key factor in growing our customer base is delivering an amazing first-use experience so our customers can get the value they expect from our offerings as quickly and easily as possible.
|
•
|
Creating network effect platforms - we call it “Enabling the contributions of others.”
We expect to solve problems faster and more efficiently for our growing base of customers by moving to more open platforms with application programming interfaces that enable the contributions of end users and third-party developers. One example of this is QuickBooks Online, which allows small business customers all over the world to localize, configure, and add value to the offering.
|
•
|
Leveraging our data for our customers' benefit - we call it “Using data to create delight.”
Our 50 million customers are generating valuable data that we seek to appropriately use to deliver better products and breakthrough benefits by eliminating the need to enter data, helping them make better decisions, and improving transactions and interactions.
|
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Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|||
|
|
|
|
|
|
|||
Financial Management Solutions
|
20
|
%
|
|
18
|
%
|
|
18
|
%
|
Employee Management Solutions
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Payment Solutions
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
Consumer Tax
|
36
|
%
|
|
38
|
%
|
|
38
|
%
|
Accounting Professionals
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
•
|
QuickBooks Basic Payroll, which provides payroll tax tables and payroll reports;
|
•
|
QuickBooks Enhanced Payroll, which provides payroll tax tables, payroll reports, federal and state payroll tax forms, and eFile & Pay for federal and state payroll taxes;
|
•
|
QuickBooks Enhanced Payroll for Accountants, which has several accountant-specific features in addition to the features in QuickBooks Enhanced Payroll; and
|
•
|
QuickBooks Online Payroll, for use with QuickBooks Online.
|
•
|
our expectations and beliefs regarding future conduct and growth of the business;
|
•
|
our beliefs and expectations regarding seasonality, competition and other trends that affect our business;
|
•
|
our expectation that we will solve problems faster and more efficiently for our growing base of customers by moving to more open platforms with application programming interfaces that enable the contributions of end users and third party developers;
|
•
|
our expectation that we will invest significant resources in our product development, marketing and sales capabilities;
|
•
|
our expectation that we will continue to invest significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities;
|
•
|
our expectation that we will generate significant cash from operations;
|
•
|
our expectations regarding the development of future products, services, business models and technology platforms and our research and development efforts;
|
•
|
the assumptions underlying our critical accounting policies and estimates, including our estimates regarding product rebate and return reserves; the collectability of accounts receivable; stock volatility and other assumptions used to estimate the fair value of share-based compensation; the fair value of goodwill; and expected future amortization of acquired intangible assets;
|
•
|
our belief that the investments we hold are not other-than-temporarily impaired;
|
•
|
our belief that the reduction in liquidity of the municipal auction rate securities we hold will not have a material impact on our overall ability to meet our liquidity needs;
|
•
|
our expectation that we will continue to repurchase our common stock on a quarterly basis;
|
•
|
our expectation that we will continue to pay a comparable cash dividend on a quarterly basis;
|
•
|
our belief that our exposure to currency exchange fluctuation risk will not be significant in the future;
|
•
|
our assessments and estimates that determine our effective tax rate;
|
•
|
our belief that our income tax valuation allowance is sufficient;
|
•
|
our belief that it is not reasonably possible that there will be a significant increase or decrease in our unrecognized tax benefits over the next 12 months;
|
•
|
our belief that we will not need funds generated from foreign operations to fund our domestic operations;
|
•
|
our belief that our cash and cash equivalents, investments and cash generated from operations will be sufficient to meet our seasonal working capital needs, capital expenditure requirements, contractual obligations, debt service requirements and other liquidity requirements associated with our operations for at least the next 12 months;
|
•
|
our expectation that we will record a pre-tax gain on disposal related to the sale of our Intuit Financial Services business of approximately $49 million in the first quarter of fiscal 2014;
|
•
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our belief that our facilities are suitable and adequate for our near-term needs and that we will be able to locate additional facilities as needed;
|
•
|
our expectation that we will return excess cash generated by operations to our stockholders through repurchases of our common stock and the payment of cash dividends;
|
•
|
our expectation that we will receive additional shares in connection with the accelerated share repurchase agreement we entered into on
August 23, 2013
; and
|
•
|
our assessments and beliefs regarding the future outcome of pending legal proceedings and the liability, if any, that Intuit may incur as a result of those proceedings.
|
•
|
trade barriers and changes in trade regulations;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
|
•
|
stringent local labor laws and regulations;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
profit repatriation restrictions, and foreign currency exchange restrictions;
|
•
|
political or social unrest, economic instability, repression, or human rights issues;
|
•
|
geopolitical events, including natural disasters, acts of war and terrorism;
|
•
|
import or export regulations;
|
•
|
compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government officials;
|
•
|
antitrust and competition regulations;
|
•
|
potentially adverse tax developments;
|
•
|
economic uncertainties relating to European sovereign and other debt;
|
•
|
different, uncertain or more stringent user protection, data protection, privacy and other laws; and
|
•
|
risks related to other government regulation or required compliance with local laws.
|
•
|
inability to successfully integrate the acquired technology and operations into our business and maintain uniform standards, controls, policies, and procedures;
|
•
|
inability to realize synergies expected to result from an acquisition;
|
•
|
disruption of our ongoing business and distraction of management;
|
•
|
challenges retaining the key employees, customers, resellers and other business partners of the acquired operation;
|
•
|
the internal control environment of an acquired entity may not be consistent with our standards and may require significant time and resources to improve;
|
•
|
unidentified issues not discovered in our due diligence process, including product or service quality issues, intellectual property issues and legal contingencies;
|
•
|
failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;
|
•
|
in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries.
|
•
|
inability to find potential buyers on favorable terms;
|
•
|
failure to effectively transfer liabilities, contracts, facilities and employees to buyers;
|
•
|
requirements that we retain or indemnify buyers against certain liabilities and obligations in connection with any such divestiture;
|
•
|
the possibility that we will become subject to third-party claims arising out of such divestiture;
|
•
|
challenges in identifying and separating the intellectual properties to be divested from the intellectual properties that we wish to retain;
|
•
|
inability to reduce fixed costs previously associated with the divested assets or business;
|
•
|
challenges in collecting the proceeds from any divestiture;
|
•
|
disruption of our ongoing business and distraction of management;
|
•
|
loss of key employees who leave the Company as a result of a divestiture
;
|
•
|
if customers or partners of the divested business do not receive the same level of service from the new owners, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.
|
•
|
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
|
•
|
requiring the dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries.
|
Location
|
|
Purpose
|
|
Approximate
Square
Feet
|
|
Principal
Lease
Expiration
Dates
|
|
|
|
|
|
|
|
Mountain View and Menlo Park, California
|
|
Principal offices, corporate headquarters and headquarters for Financial Management Solutions and Employee Management Solutions businesses
|
|
1,000,000
|
|
2015 - 2026
|
San Diego, California
|
|
Headquarters for Consumer Tax business and general office space
|
|
466,000
|
|
2017
|
Bangalore, India
|
|
Headquarters for Intuit India
|
|
380,000
|
|
2015 - 2022
|
Quincy, Washington
|
|
Primary data center
|
|
240,000
|
|
Owned
|
Woodland Hills, California
|
|
Headquarters for Payment Solutions business
|
|
168,000
|
|
2018
|
Plano, Texas
|
|
Headquarters for Accounting Professionals business and data center
|
|
166,000
|
|
2026
|
|
High
|
|
Low
|
Fiscal year ended July 31, 2012
|
|
|
|
First quarter
|
$55.43
|
|
$39.87
|
Second quarter
|
58.06
|
|
48.91
|
Third quarter
|
62.33
|
|
55.94
|
Fourth quarter
|
60.21
|
|
53.38
|
|
|
|
|
Fiscal year ended July 31, 2013
|
|
|
|
First quarter
|
$61.70
|
|
$57.09
|
Second quarter
|
64.47
|
|
57.60
|
Third quarter
|
68.41
|
|
55.54
|
Fourth quarter
|
65.73
|
|
56.74
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans
|
|
Approximate
Dollar Value
of Shares
That May Yet
Be Purchased
Under
the Plans
|
||||
|
|
|
|
|
|
|
|
|
||||
May 1, 2013 through May 31, 2013
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$1,447,748,511
|
|
June 1, 2013 through June 30, 2013
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$1,447,748,511
|
|
July 1, 2013 through July 31, 2013
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$1,447,748,511
|
|
Total
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
|
July 31, 2008
|
|
July 31, 2009
|
|
July 31, 2010
|
|
July 31, 2011
|
|
July 31, 2012
|
|
July 31, 2013
|
||||||||||||
Intuit Inc.
|
$
|
100.00
|
|
|
$
|
108.67
|
|
|
$
|
145.44
|
|
|
$
|
170.87
|
|
|
$
|
214.66
|
|
|
$
|
239.08
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
80.04
|
|
|
$
|
91.11
|
|
|
$
|
109.02
|
|
|
$
|
118.97
|
|
|
$
|
148.71
|
|
Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
90.70
|
|
|
$
|
102.64
|
|
|
$
|
125.99
|
|
|
$
|
138.98
|
|
|
$
|
150.64
|
|
Consolidated Statement of Operations Data
|
Fiscal
|
||||||||||||||||||
(In millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
4,171
|
|
|
$
|
3,808
|
|
|
$
|
3,449
|
|
|
$
|
3,091
|
|
|
$
|
2,793
|
|
Total costs and expenses
|
2,938
|
|
|
2,640
|
|
|
2,367
|
|
|
2,161
|
|
|
2,034
|
|
|||||
Operating income from continuing operations
|
1,233
|
|
|
1,168
|
|
|
1,082
|
|
|
930
|
|
|
759
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total share-based compensation expense included in total costs and expenses
|
184
|
|
|
159
|
|
|
144
|
|
|
126
|
|
|
120
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
823
|
|
|
764
|
|
|
688
|
|
|
579
|
|
|
492
|
|
|||||
Net income (loss) from discontinued operations
|
35
|
|
|
28
|
|
|
(54
|
)
|
|
(5
|
)
|
|
(45
|
)
|
|||||
Net income
|
858
|
|
|
792
|
|
|
634
|
|
|
574
|
|
|
447
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share from continuing operations
|
$
|
2.78
|
|
|
$
|
2.58
|
|
|
$
|
2.24
|
|
|
$
|
1.83
|
|
|
$
|
1.53
|
|
Basic net income (loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.18
|
)
|
|
(0.01
|
)
|
|
(0.14
|
)
|
|||||
Basic net income per share
|
$
|
2.89
|
|
|
$
|
2.67
|
|
|
$
|
2.06
|
|
|
$
|
1.82
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share from continuing operations
|
$
|
2.72
|
|
|
$
|
2.51
|
|
|
$
|
2.17
|
|
|
$
|
1.78
|
|
|
$
|
1.49
|
|
Diluted net income(loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.17
|
)
|
|
(0.01
|
)
|
|
(0.14
|
)
|
|||||
Diluted net income per share
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
$
|
2.00
|
|
|
$
|
1.77
|
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated Balance Sheet Data
|
At July 31,
|
||||||||||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments
|
$
|
1,661
|
|
|
$
|
744
|
|
|
$
|
1,421
|
|
|
$
|
1,622
|
|
|
$
|
1,347
|
|
Long-term investments
|
83
|
|
|
75
|
|
|
63
|
|
|
91
|
|
|
97
|
|
|||||
Working capital
|
1,116
|
|
|
258
|
|
|
449
|
|
|
1,074
|
|
|
884
|
|
|||||
Total assets
|
5,486
|
|
|
4,684
|
|
|
5,110
|
|
|
5,198
|
|
|
4,826
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
499
|
|
|
499
|
|
|
499
|
|
|
998
|
|
|
998
|
|
|||||
Other long-term obligations
|
167
|
|
|
166
|
|
|
175
|
|
|
143
|
|
|
171
|
|
|||||
Total stockholders’ equity
|
3,531
|
|
|
2,744
|
|
|
2,616
|
|
|
2,821
|
|
|
2,557
|
|
•
|
Executive Overview that discusses at a high level our operating results and some of the trends that affect our business.
|
•
|
Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments underlying our financial statements.
|
•
|
Results of Operations that includes a more detailed discussion of our revenue and expenses.
|
•
|
Liquidity and Capital Resources which discusses key aspects of our statements of cash flows, changes in our balance sheets and our financial commitments.
|
(Dollars in millions, except per share amounts)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
|
$4,171
|
|
|
|
$3,808
|
|
|
|
$3,449
|
|
|
10
|
%
|
|
10
|
%
|
Operating income from continuing operations
|
1,233
|
|
|
1,168
|
|
|
1,082
|
|
|
6
|
%
|
|
8
|
%
|
|||
Net income from continuing operations
|
823
|
|
|
764
|
|
|
688
|
|
|
8
|
%
|
|
11
|
%
|
|||
Diluted net income per share from continuing operations
|
|
$2.72
|
|
|
|
$2.51
|
|
|
|
$2.17
|
|
|
8
|
%
|
|
16
|
%
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
425
|
|
|
$
|
418
|
|
|
$
|
405
|
|
|
|
|
|
||
Service and other revenue
|
401
|
|
|
273
|
|
|
217
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
826
|
|
|
$
|
691
|
|
|
$
|
622
|
|
|
20
|
%
|
|
11
|
%
|
% of total revenue
|
20
|
%
|
|
18
|
%
|
|
18
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
306
|
|
|
$
|
265
|
|
|
$
|
243
|
|
|
15
|
%
|
|
9
|
%
|
% of related revenue
|
37
|
%
|
|
38
|
%
|
|
39
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
298
|
|
|
$
|
280
|
|
|
$
|
261
|
|
|
|
|
|
||
Service and other revenue
|
276
|
|
|
232
|
|
|
196
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
574
|
|
|
$
|
512
|
|
|
$
|
457
|
|
|
12
|
%
|
|
12
|
%
|
% of total revenue
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
353
|
|
|
$
|
314
|
|
|
$
|
271
|
|
|
13
|
%
|
|
16
|
%
|
% of related revenue
|
61
|
%
|
|
61
|
%
|
|
59
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
27
|
|
|
$
|
26
|
|
|
$
|
31
|
|
|
|
|
|
||
Service and other revenue
|
449
|
|
|
391
|
|
|
317
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
476
|
|
|
$
|
417
|
|
|
$
|
348
|
|
|
14
|
%
|
|
20
|
%
|
% of total revenue
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
129
|
|
|
$
|
107
|
|
|
$
|
64
|
|
|
20
|
%
|
|
66
|
%
|
% of related revenue
|
27
|
%
|
|
26
|
%
|
|
19
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
205
|
|
|
$
|
218
|
|
|
$
|
261
|
|
|
|
|
|
||
Service and other revenue
|
1,298
|
|
|
1,223
|
|
|
1,037
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
1,503
|
|
|
$
|
1,441
|
|
|
$
|
1,298
|
|
|
4
|
%
|
|
11
|
%
|
% of total revenue
|
36
|
%
|
|
38
|
%
|
|
38
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
942
|
|
|
$
|
886
|
|
|
$
|
850
|
|
|
6
|
%
|
|
4
|
%
|
% of related revenue
|
63
|
%
|
|
61
|
%
|
|
65
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
384
|
|
|
$
|
370
|
|
|
$
|
340
|
|
|
|
|
|
||
Service and other revenue
|
65
|
|
|
53
|
|
|
59
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
449
|
|
|
$
|
423
|
|
|
$
|
399
|
|
|
6
|
%
|
|
6
|
%
|
% of total revenue
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
266
|
|
|
$
|
249
|
|
|
$
|
228
|
|
|
7
|
%
|
|
9
|
%
|
% of related revenue
|
59
|
%
|
|
59
|
%
|
|
57
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
2013-2012
% Change
|
|
2012-2011
% Change
|
||||||||
Product revenue
|
$
|
176
|
|
|
$
|
167
|
|
|
$
|
182
|
|
|
|
|
|
||
Service and other revenue
|
167
|
|
|
157
|
|
|
143
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
343
|
|
|
$
|
324
|
|
|
$
|
325
|
|
|
6
|
%
|
|
—
|
%
|
% of total revenue
|
8
|
%
|
|
9
|
%
|
|
9
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
113
|
|
|
$
|
116
|
|
|
$
|
122
|
|
|
(2
|
%)
|
|
(4
|
%)
|
% of related revenue
|
33
|
%
|
|
36
|
%
|
|
38
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2013
|
|
% of
Related
Revenue
|
|
Fiscal
2012
|
|
% of
Related
Revenue
|
|
Fiscal
2011
|
|
% of
Related
Revenue
|
|||||||||
Cost of product revenue
|
$
|
130
|
|
|
9
|
%
|
|
$
|
146
|
|
|
10
|
%
|
|
$
|
143
|
|
|
10
|
%
|
Cost of service and other revenue
|
429
|
|
|
16
|
%
|
|
429
|
|
|
18
|
%
|
|
338
|
|
|
17
|
%
|
|||
Amortization of acquired technology
|
18
|
|
|
n/a
|
|
|
10
|
|
|
n/a
|
|
|
9
|
|
|
n/a
|
|
|||
Total cost of revenue
|
$
|
577
|
|
|
14
|
%
|
|
$
|
585
|
|
|
15
|
%
|
|
$
|
490
|
|
|
14
|
%
|
(Dollars in millions)
|
Fiscal
2013
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2012
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2011
|
|
% of
Total
Net
Revenue
|
|||||||||
Selling and marketing
|
$
|
1,219
|
|
|
29
|
%
|
|
$
|
1,033
|
|
|
27
|
%
|
|
$
|
959
|
|
|
28
|
%
|
Research and development
|
685
|
|
|
17
|
%
|
|
618
|
|
|
16
|
%
|
|
566
|
|
|
16
|
%
|
|||
General and administrative
|
422
|
|
|
10
|
%
|
|
381
|
|
|
10
|
%
|
|
341
|
|
|
10
|
%
|
|||
Amortization of other purchased intangible assets
|
35
|
|
|
1
|
%
|
|
23
|
|
|
1
|
%
|
|
11
|
|
|
—
|
%
|
|||
Total operating expenses
|
$
|
2,361
|
|
|
57
|
%
|
|
$
|
2,055
|
|
|
54
|
%
|
|
$
|
1,877
|
|
|
54
|
%
|
(In millions)
|
Fiscal
2013
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||||
Interest income
|
$
|
3
|
|
|
$
|
9
|
|
|
$
|
10
|
|
Net gain on executive deferred compensation plan assets
|
7
|
|
|
—
|
|
|
6
|
|
|||
Gain on disposition of stock warrants
|
—
|
|
|
10
|
|
|
—
|
|
|||
Other
|
(3
|
)
|
|
1
|
|
|
4
|
|
|||
Total interest and other income, net
|
$
|
7
|
|
|
$
|
20
|
|
|
$
|
20
|
|
(Dollars in millions)
|
July 31,
2013 |
|
July 31,
2012 |
|
$
Change
|
|
%
Change
|
|||||||
Cash, cash equivalents and investments
|
$
|
1,661
|
|
|
$
|
744
|
|
|
$
|
917
|
|
|
123
|
%
|
Long-term investments
|
83
|
|
|
75
|
|
|
8
|
|
|
11
|
%
|
|||
Long-term debt
|
499
|
|
|
499
|
|
|
—
|
|
|
—
|
%
|
|||
Working capital
|
1,116
|
|
|
258
|
|
|
858
|
|
|
333
|
%
|
|||
Ratio of current assets to current liabilities
|
1.9 : 1
|
|
|
1.2 : 1
|
|
|
|
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,366
|
|
|
$
|
1,246
|
|
|
$
|
1,013
|
|
Investing activities
|
(485
|
)
|
|
(225
|
)
|
|
497
|
|
|||
Financing activities
|
(262
|
)
|
|
(1,344
|
)
|
|
(1,006
|
)
|
|||
Effect of exchange rate changes on cash
|
(3
|
)
|
|
(6
|
)
|
|
4
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
616
|
|
|
$
|
(329
|
)
|
|
$
|
508
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less than
|
|
1-3
|
|
3-5
|
|
More than
|
|
|
||||||||||
(In millions)
|
1 year
|
|
years
|
|
years
|
|
5 years
|
|
Total
|
||||||||||
Amounts due under executive deferred compensation plan
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64
|
|
Senior unsecured notes
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||
Interest and fees due on long-term obligations
|
29
|
|
|
58
|
|
|
29
|
|
|
—
|
|
|
116
|
|
|||||
License fee payable (1)
|
10
|
|
|
20
|
|
|
20
|
|
|
10
|
|
|
60
|
|
|||||
Operating leases (2)
|
63
|
|
|
105
|
|
|
75
|
|
|
160
|
|
|
403
|
|
|||||
Purchase obligations (3)
|
18
|
|
|
23
|
|
|
1
|
|
|
1
|
|
|
43
|
|
|||||
Total contractual obligations (4)
|
$
|
184
|
|
|
$
|
206
|
|
|
$
|
625
|
|
|
$
|
171
|
|
|
$
|
1,186
|
|
(1)
|
In May 2009 we entered into an agreement to license certain technology for $20 million in cash and $100 million payable over ten fiscal years. See Note 10 to the financial statements in Item 8 of this Report for more information.
|
(2)
|
Excludes facilities leases assumed by the purchasers of our Intuit Financial Services and Intuit Health businesses. We classified these businesses as discontinued operations at July 31, 2013 and sold them in August 2013. We had no capital leases at July 31, 2013.
|
(3)
|
Represents agreements to purchase products and services that are enforceable, legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payments. Excludes approximately $184 million of future outsourced electronic payment fulfillment and bill management services assumed by the purchaser of our Intuit Financial Services business. We classified IFS as discontinued operations at July 31, 2013 and sold it on August 1, 2013.
|
(4)
|
Other long-term obligations on our balance sheet at
July 31, 2013
included non-current income tax liabilities of $
38 million
which related primarily to unrecognized tax benefits. We have not included this amount in the table above because we cannot make a reasonably reliable estimate regarding the timing of settlements with taxing authorities, if any.
|
|
Years Ending July 31,
|
|
|
||||||||||||||||||||||||
(In millions)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2018 and
Thereafter
|
|
Total
|
||||||||||||||
Cash equivalents
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917
|
|
Investments
|
235
|
|
|
245
|
|
|
210
|
|
|
14
|
|
|
18
|
|
|
105
|
|
|
827
|
|
|||||||
Long-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|||||||
Total
|
$
|
1,152
|
|
|
$
|
245
|
|
|
$
|
210
|
|
|
$
|
14
|
|
|
$
|
18
|
|
|
$
|
138
|
|
|
$
|
1,777
|
|
1.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
INDEX TO FINANCIAL STATEMENT SCHEDULES
|
Schedule
|
|
Page
|
|
|
|
|
All other schedules not listed above have been omitted because they are inapplicable or are not required.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
1,515
|
|
|
$
|
1,479
|
|
|
$
|
1,480
|
|
Service and other
|
2,656
|
|
|
2,329
|
|
|
1,969
|
|
|||
Total net revenue
|
4,171
|
|
|
3,808
|
|
|
3,449
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product revenue
|
130
|
|
|
146
|
|
|
143
|
|
|||
Cost of service and other revenue
|
429
|
|
|
429
|
|
|
338
|
|
|||
Amortization of acquired technology
|
18
|
|
|
10
|
|
|
9
|
|
|||
Selling and marketing
|
1,219
|
|
|
1,033
|
|
|
959
|
|
|||
Research and development
|
685
|
|
|
618
|
|
|
566
|
|
|||
General and administrative
|
422
|
|
|
381
|
|
|
341
|
|
|||
Amortization of other acquired intangible assets
|
35
|
|
|
23
|
|
|
11
|
|
|||
Total costs and expenses
|
2,938
|
|
|
2,640
|
|
|
2,367
|
|
|||
Operating income from continuing operations
|
1,233
|
|
|
1,168
|
|
|
1,082
|
|
|||
Interest expense
|
(30
|
)
|
|
(50
|
)
|
|
(60
|
)
|
|||
Interest and other income, net
|
7
|
|
|
20
|
|
|
20
|
|
|||
Income from continuing operations before income taxes
|
1,210
|
|
|
1,138
|
|
|
1,042
|
|
|||
Income tax provision
|
387
|
|
|
374
|
|
|
354
|
|
|||
Net income from continuing operations
|
823
|
|
|
764
|
|
|
688
|
|
|||
Net income (loss) from discontinued operations
|
35
|
|
|
28
|
|
|
(54
|
)
|
|||
Net income
|
$
|
858
|
|
|
$
|
792
|
|
|
$
|
634
|
|
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
2.78
|
|
|
$
|
2.58
|
|
|
$
|
2.24
|
|
Basic net income (loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.18
|
)
|
|||
Basic net income per share
|
$
|
2.89
|
|
|
$
|
2.67
|
|
|
$
|
2.06
|
|
Shares used in basic per share calculations
|
297
|
|
|
296
|
|
|
307
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share from continuing operations
|
$
|
2.72
|
|
|
$
|
2.51
|
|
|
$
|
2.17
|
|
Diluted net income (loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.17
|
)
|
|||
Diluted net income per share
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
$
|
2.00
|
|
Shares used in diluted per share calculations
|
303
|
|
|
305
|
|
|
317
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
858
|
|
|
$
|
792
|
|
|
$
|
634
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Unrealized losses on available-for-sale debt securities
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Unrealized gains on available-for-sale equity securities
|
—
|
|
|
18
|
|
|
—
|
|
|||
Foreign currency translation gains (losses)
|
(4
|
)
|
|
(7
|
)
|
|
4
|
|
|||
Total other comprehensive income (loss), net
|
(5
|
)
|
|
10
|
|
|
4
|
|
|||
Comprehensive income
|
$
|
853
|
|
|
$
|
802
|
|
|
$
|
638
|
|
|
July 31,
|
||||||
(Dollars in millions, except par value; shares in thousands)
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,009
|
|
|
$
|
393
|
|
Investments
|
652
|
|
|
351
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $38 and $46
|
130
|
|
|
142
|
|
||
Income taxes receivable
|
62
|
|
|
53
|
|
||
Deferred income taxes
|
166
|
|
|
183
|
|
||
Prepaid expenses and other current assets
|
98
|
|
|
65
|
|
||
Current assets of discontinued operations
|
44
|
|
|
46
|
|
||
Current assets before funds held for customers
|
2,161
|
|
|
1,233
|
|
||
Funds held for customers
|
235
|
|
|
290
|
|
||
Total current assets
|
2,396
|
|
|
1,523
|
|
||
Long-term investments
|
83
|
|
|
75
|
|
||
Property and equipment, net
|
555
|
|
|
543
|
|
||
Goodwill
|
1,246
|
|
|
1,286
|
|
||
Acquired intangible assets, net
|
149
|
|
|
207
|
|
||
Other assets
|
102
|
|
|
94
|
|
||
Long-term assets of discontinued operations
|
955
|
|
|
956
|
|
||
Total assets
|
$
|
5,486
|
|
|
$
|
4,684
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
137
|
|
|
$
|
139
|
|
Accrued compensation and related liabilities
|
218
|
|
|
214
|
|
||
Income taxes payable
|
2
|
|
|
—
|
|
||
Deferred revenue
|
495
|
|
|
439
|
|
||
Other current liabilities
|
154
|
|
|
144
|
|
||
Current liabilities of discontinued operations
|
39
|
|
|
39
|
|
||
Current liabilities before customer fund deposits
|
1,045
|
|
|
975
|
|
||
Customer fund deposits
|
235
|
|
|
290
|
|
||
Total current liabilities
|
1,280
|
|
|
1,265
|
|
||
Long-term debt
|
499
|
|
|
499
|
|
||
Other long-term obligations
|
167
|
|
|
166
|
|
||
Long-term obligations of discontinued operations
|
9
|
|
|
10
|
|
||
Total liabilities
|
1,955
|
|
|
1,940
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value
Authorized - 1,345 shares total; 145 shares designated Series A;
250 shares designated Series B Junior Participating
Issued and outstanding - None
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value
Authorized - 750,000 shares
Outstanding - 299,503 shares at July 31, 2013 and 295,289 shares at July 31, 2012
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
3,198
|
|
|
3,015
|
|
||
Treasury stock, at cost
|
(4,952
|
)
|
|
(4,911
|
)
|
||
Accumulated other comprehensive income
|
20
|
|
|
25
|
|
||
Retained earnings
|
5,262
|
|
|
4,612
|
|
||
Total stockholders’ equity
|
3,531
|
|
|
2,744
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,486
|
|
|
$
|
4,684
|
|
|
Common Stock
|
Additional
Paid-In Capital
|
Treasury Stock
|
Accumulated
Other
Comprehensive Income
|
Retained Earnings
|
Total
Stockholders’ Equity
|
||||||||||||||
(Dollars in millions, shares in thousands)
|
Shares
|
Amount
|
||||||||||||||||||
Balance at July 31, 2010
|
313,861
|
|
$
|
3
|
|
$
|
2,725
|
|
$
|
(3,315
|
)
|
$
|
11
|
|
$
|
3,397
|
|
$
|
2,821
|
|
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
634
|
|
638
|
|
||||||
Issuance of treasury stock under employee stock plans
|
14,970
|
|
—
|
|
(76
|
)
|
359
|
|
—
|
|
—
|
|
283
|
|
||||||
Stock repurchases under stock repurchase programs
|
(28,234
|
)
|
—
|
|
—
|
|
(1,360
|
)
|
—
|
|
—
|
|
(1,360
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
81
|
|
—
|
|
—
|
|
—
|
|
81
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
153
|
|
—
|
|
—
|
|
—
|
|
153
|
|
||||||
Balance at July 31, 2011
|
300,597
|
|
3
|
|
2,883
|
|
(4,316
|
)
|
15
|
|
4,031
|
|
2,616
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
792
|
|
802
|
|
||||||
Issuance of treasury stock under employee stock plans
|
11,556
|
|
—
|
|
(108
|
)
|
305
|
|
—
|
|
(33
|
)
|
164
|
|
||||||
Stock repurchases under stock repurchase programs
|
(16,864
|
)
|
—
|
|
—
|
|
(900
|
)
|
—
|
|
—
|
|
(900
|
)
|
||||||
Cash dividends declared ($0.60 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(178
|
)
|
(178
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
71
|
|
—
|
|
—
|
|
—
|
|
71
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
169
|
|
—
|
|
—
|
|
—
|
|
169
|
|
||||||
Balance at July 31, 2012
|
295,289
|
|
3
|
|
3,015
|
|
(4,911
|
)
|
25
|
|
4,612
|
|
2,744
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
858
|
|
853
|
|
||||||
Issuance of treasury stock under employee stock plans
|
9,034
|
|
—
|
|
(81
|
)
|
251
|
|
—
|
|
(5
|
)
|
165
|
|
||||||
Stock repurchases under stock repurchase programs
|
(4,820
|
)
|
—
|
|
—
|
|
(292
|
)
|
—
|
|
—
|
|
(292
|
)
|
||||||
Cash dividends declared ($0.68 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(203
|
)
|
(203
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
69
|
|
—
|
|
—
|
|
—
|
|
69
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
195
|
|
—
|
|
—
|
|
—
|
|
195
|
|
||||||
Balance at July 31, 2013
|
299,503
|
|
$
|
3
|
|
$
|
3,198
|
|
$
|
(4,952
|
)
|
$
|
20
|
|
$
|
5,262
|
|
$
|
3,531
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
858
|
|
|
$
|
792
|
|
|
$
|
634
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
166
|
|
|
171
|
|
|
164
|
|
|||
Amortization of acquired intangible assets
|
66
|
|
|
71
|
|
|
77
|
|
|||
Goodwill and intangible asset impairment charge
|
46
|
|
|
—
|
|
|
30
|
|
|||
Share-based compensation expense
|
195
|
|
|
169
|
|
|
153
|
|
|||
Pre-tax gain on sale of discontinued operations (1)
|
(53
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
13
|
|
|
(62
|
)
|
|
31
|
|
|||
Tax benefit from share-based compensation plans
|
69
|
|
|
71
|
|
|
81
|
|
|||
Excess tax benefit from share-based compensation plans
|
(69
|
)
|
|
(70
|
)
|
|
(71
|
)
|
|||
Other
|
19
|
|
|
11
|
|
|
19
|
|
|||
Total adjustments
|
452
|
|
|
361
|
|
|
484
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
12
|
|
|
(10
|
)
|
|
(36
|
)
|
|||
Prepaid expenses, income taxes receivable and other assets
|
(42
|
)
|
|
31
|
|
|
(70
|
)
|
|||
Accounts payable
|
4
|
|
|
19
|
|
|
(24
|
)
|
|||
Accrued compensation and related liabilities
|
8
|
|
|
17
|
|
|
8
|
|
|||
Deferred revenue
|
62
|
|
|
38
|
|
|
28
|
|
|||
Income taxes payable
|
2
|
|
|
—
|
|
|
(15
|
)
|
|||
Other liabilities
|
10
|
|
|
(2
|
)
|
|
4
|
|
|||
Total changes in operating assets and liabilities
|
56
|
|
|
93
|
|
|
(105
|
)
|
|||
Net cash provided by operating activities
|
1,366
|
|
|
1,246
|
|
|
1,013
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of available-for-sale debt securities
|
(869
|
)
|
|
(669
|
)
|
|
(1,257
|
)
|
|||
Sales of available-for-sale debt securities
|
333
|
|
|
840
|
|
|
1,626
|
|
|||
Maturities of available-for-sale debt securities
|
228
|
|
|
178
|
|
|
328
|
|
|||
Net change in money market funds and other cash equivalents held to satisfy customer fund obligations
|
55
|
|
|
124
|
|
|
(51
|
)
|
|||
Net change in customer fund deposits
|
(55
|
)
|
|
(124
|
)
|
|
77
|
|
|||
Purchases of property and equipment
|
(129
|
)
|
|
(135
|
)
|
|
(114
|
)
|
|||
Capitalization of internal use software
|
(66
|
)
|
|
(51
|
)
|
|
(99
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(17
|
)
|
|
(392
|
)
|
|
—
|
|
|||
Acquisitions of intangible assets
|
(14
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Proceeds from divestiture of businesses
|
60
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(11
|
)
|
|
14
|
|
|
2
|
|
|||
Net cash (used in) provided by investing activities
|
(485
|
)
|
|
(225
|
)
|
|
497
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
—
|
|
|
(500
|
)
|
|
—
|
|
|||
Net proceeds from issuance of treasury stock under employee stock plans
|
165
|
|
|
164
|
|
|
283
|
|
|||
Purchases of treasury stock
|
(292
|
)
|
|
(900
|
)
|
|
(1,360
|
)
|
|||
Cash dividends paid to stockholders
|
(203
|
)
|
|
(178
|
)
|
|
—
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Excess tax benefit from share-based compensation plans
|
69
|
|
|
70
|
|
|
71
|
|
|||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(262
|
)
|
|
(1,344
|
)
|
|
(1,006
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(3
|
)
|
|
(6
|
)
|
|
4
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
616
|
|
|
(329
|
)
|
|
508
|
|
|||
Cash and cash equivalents at beginning of period
|
393
|
|
|
722
|
|
|
214
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,009
|
|
|
$
|
393
|
|
|
$
|
722
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
33
|
|
|
$
|
60
|
|
|
$
|
60
|
|
Income taxes paid
|
$
|
309
|
|
|
$
|
312
|
|
|
$
|
270
|
|
(1)
|
Because the cash flows of our Intuit Websites, Intuit Financial Services, and Intuit Health discontinued operations were not material for any period presented, we have not segregated the cash flows of those businesses on these statements of cash flows. We have presented the effect of the pre-tax gain on disposal of our Intuit Websites discontinued operations on the fiscal 2013 statement of cash flows. See Note 8,
“Discontinued Operations,”
for more information.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
823
|
|
|
$
|
764
|
|
|
$
|
688
|
|
Net income (loss) from discontinued operations
|
35
|
|
|
28
|
|
|
(54
|
)
|
|||
Net income
|
$
|
858
|
|
|
$
|
792
|
|
|
$
|
634
|
|
Denominator:
|
|
|
|
|
|
||||||
Shares used in basic per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
297
|
|
|
296
|
|
|
307
|
|
|||
Shares used in diluted per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
297
|
|
|
296
|
|
|
307
|
|
|||
Dilutive common equivalent shares from stock options and restricted stock awards
|
6
|
|
|
9
|
|
|
10
|
|
|||
Dilutive weighted average common shares outstanding
|
303
|
|
|
305
|
|
|
317
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per share:
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
2.78
|
|
|
$
|
2.58
|
|
|
$
|
2.24
|
|
Basic net income (loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.18
|
)
|
|||
Basic net income per share
|
$
|
2.89
|
|
|
$
|
2.67
|
|
|
$
|
2.06
|
|
Diluted net income per share from continuing operations
|
$
|
2.72
|
|
|
$
|
2.51
|
|
|
$
|
2.17
|
|
Diluted net income (loss) per share from discontinued operations
|
0.11
|
|
|
0.09
|
|
|
(0.17
|
)
|
|||
Diluted net income per share
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
$
|
2.00
|
|
|
|
|
|
|
|
||||||
Weighted average stock options and restricted stock units excluded from
calculation due to anti-dilutive effect
|
3
|
|
|
3
|
|
|
—
|
|
•
|
Level 1
uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.
|
•
|
Level 2
uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices in active markets for similar assets or liabilities:
|
•
|
Level 3
uses one or more unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.
|
|
At July 31, 2013
|
|
At July 31, 2012
|
||||||||||||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents, primarily money market funds
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917
|
|
|
$
|
333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
333
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal bonds
|
—
|
|
|
489
|
|
|
—
|
|
|
489
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||||
Municipal auction rate securities
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||||||
Corporate notes
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
||||||||
U.S. agency securities
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||||||
Available-for-sale corporate equity securities
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||||
Total available-for-sale securities
|
33
|
|
|
827
|
|
|
33
|
|
|
893
|
|
|
33
|
|
|
526
|
|
|
41
|
|
|
600
|
|
||||||||
Total assets measured at fair value on a recurring basis
|
$
|
950
|
|
|
$
|
827
|
|
|
$
|
33
|
|
|
$
|
1,810
|
|
|
$
|
366
|
|
|
$
|
526
|
|
|
$
|
41
|
|
|
$
|
933
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes (1)
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
582
|
|
|
$
|
—
|
|
|
$
|
582
|
|
(1)
|
Carrying value on our balance sheets at
July 31, 2013
was
$499
million and at
July 31, 2012
was
$499
million. See Note 10.
|
|
At July 31, 2013
|
|
At July 31, 2012
|
||||||||||||||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
In cash and cash equivalents
|
$
|
857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
857
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219
|
|
In funds held for customers
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
||||||||
Total cash and cash equivalents
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917
|
|
|
$
|
333
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
333
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
In investments
|
$
|
—
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
351
|
|
In funds held for customers
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
||||||||
In long-term investments
|
33
|
|
|
—
|
|
|
33
|
|
|
66
|
|
|
33
|
|
|
—
|
|
|
41
|
|
|
74
|
|
||||||||
Total available-for-sale securities
|
$
|
33
|
|
|
$
|
827
|
|
|
$
|
33
|
|
|
$
|
893
|
|
|
$
|
33
|
|
|
$
|
526
|
|
|
$
|
41
|
|
|
$
|
600
|
|
(In millions)
|
Municipal Auction Rate Securities
|
||
Balance at July 31, 2010
|
$
|
87
|
|
Redemptions at par
|
(28
|
)
|
|
Balance at July 31, 2011
|
59
|
|
|
Redemptions at par
|
(18
|
)
|
|
Balance at July 31, 2012
|
41
|
|
|
Redemptions at par
|
(8
|
)
|
|
Balance at July 31, 2013
|
$
|
33
|
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Classification on balance sheets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,009
|
|
|
$
|
1,009
|
|
|
$
|
393
|
|
|
$
|
393
|
|
Investments
|
653
|
|
|
652
|
|
|
350
|
|
|
351
|
|
||||
Funds held for customers
|
235
|
|
|
235
|
|
|
289
|
|
|
290
|
|
||||
Long-term investments
|
54
|
|
|
83
|
|
|
47
|
|
|
75
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
1,951
|
|
|
$
|
1,979
|
|
|
$
|
1,079
|
|
|
$
|
1,109
|
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Total cash and cash equivalents
|
$
|
1,069
|
|
|
$
|
1,069
|
|
|
$
|
508
|
|
|
$
|
508
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
489
|
|
|
489
|
|
|
259
|
|
|
260
|
|
||||
Municipal auction rate securities
|
33
|
|
|
33
|
|
|
41
|
|
|
41
|
|
||||
Corporate notes
|
269
|
|
|
269
|
|
|
141
|
|
|
142
|
|
||||
U.S. agency securities
|
69
|
|
|
69
|
|
|
124
|
|
|
124
|
|
||||
Total available-for-sale debt securities
|
860
|
|
|
860
|
|
|
565
|
|
|
567
|
|
||||
Available-for-sale corporate equity securities
|
5
|
|
|
33
|
|
|
5
|
|
|
33
|
|
||||
Other long-term investments
|
17
|
|
|
17
|
|
|
1
|
|
|
1
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
1,951
|
|
|
$
|
1,979
|
|
|
$
|
1,079
|
|
|
$
|
1,109
|
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due within one year
|
$
|
234
|
|
|
$
|
235
|
|
|
$
|
218
|
|
|
$
|
218
|
|
Due within two years
|
245
|
|
|
245
|
|
|
134
|
|
|
135
|
|
||||
Due within three years
|
211
|
|
|
210
|
|
|
131
|
|
|
132
|
|
||||
Due after three years
|
170
|
|
|
170
|
|
|
82
|
|
|
82
|
|
||||
Total available-for-sale debt securities
|
$
|
860
|
|
|
$
|
860
|
|
|
$
|
565
|
|
|
$
|
567
|
|
|
Life in
|
|
July 31,
|
||||||
(Dollars in millions)
|
Years
|
|
2013
|
|
2012
|
||||
Equipment
|
3-5
|
|
$
|
388
|
|
|
$
|
370
|
|
Computer software
|
3-6
|
|
489
|
|
|
466
|
|
||
Furniture and fixtures
|
5
|
|
72
|
|
|
59
|
|
||
Leasehold improvements
|
2-16
|
|
262
|
|
|
213
|
|
||
Land
|
NA
|
|
6
|
|
|
17
|
|
||
Buildings
|
5-30
|
|
191
|
|
|
191
|
|
||
Capital in progress
|
NA
|
|
92
|
|
|
79
|
|
||
|
|
|
1,500
|
|
|
1,395
|
|
||
Less accumulated depreciation and amortization
|
|
|
(945
|
)
|
|
(852
|
)
|
||
Total property and equipment, net
|
|
|
$
|
555
|
|
|
$
|
543
|
|
(In millions)
|
Balance
July 31,
2011
|
|
Goodwill
Acquired/
Adjusted
|
|
Balance
July 31,
2012
|
|
Goodwill
Acquired/
Adjusted
|
|
Goodwill Impairment Charges
|
|
Balance
July 31,
2013
|
||||||||||||
Financial Management Solutions
|
$
|
151
|
|
|
$
|
316
|
|
|
$
|
467
|
|
|
$
|
(2
|
)
|
|
—
|
|
|
$
|
465
|
|
|
Employee Management Solutions
|
271
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
271
|
|
||||||
Payment Solutions
|
182
|
|
|
9
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
191
|
|
||||||
Consumer Tax
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Accounting Professionals
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||||
Other Businesses
|
236
|
|
|
1
|
|
|
237
|
|
|
—
|
|
|
(38
|
)
|
|
199
|
|
||||||
Totals
|
$
|
960
|
|
|
$
|
326
|
|
|
$
|
1,286
|
|
|
$
|
(2
|
)
|
|
$
|
(38
|
)
|
|
$
|
1,246
|
|
(Dollars in millions)
|
Customer
Lists
|
|
Purchased
Technology
|
|
Trade
Names
and Logos
|
|
Covenants
Not to
Compete
or Sue
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
306
|
|
|
$
|
277
|
|
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
648
|
|
Accumulated amortization
|
(249
|
)
|
|
(207
|
)
|
|
(20
|
)
|
|
(23
|
)
|
|
(499
|
)
|
|||||
Acquired intangible assets, net
|
$
|
57
|
|
|
$
|
70
|
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
149
|
|
Weighted average life in years
|
7
|
|
|
6
|
|
|
6
|
|
|
9
|
|
|
7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
345
|
|
|
$
|
304
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
715
|
|
Accumulated amortization
|
(255
|
)
|
|
(214
|
)
|
|
(18
|
)
|
|
(21
|
)
|
|
(508
|
)
|
|||||
Acquired intangible assets, net
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
15
|
|
|
$
|
12
|
|
|
$
|
207
|
|
Weighted average life in years
|
6
|
|
|
6
|
|
|
6
|
|
|
8
|
|
|
7
|
|
(In millions)
|
Expected
Future
Amortization
Expense
|
||
|
|
||
Twelve months ending July 31,
|
|
||
2014
|
$
|
43
|
|
2015
|
39
|
|
|
2016
|
28
|
|
|
2017
|
19
|
|
|
2018
|
13
|
|
|
Thereafter
|
7
|
|
|
Total expected future amortization expense
|
$
|
149
|
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Unrealized gains on available-for-sale debt securities
|
$
|
—
|
|
|
$
|
1
|
|
Unrealized gains on available-for-sale equity securities
|
18
|
|
|
18
|
|
||
Foreign currency translation adjustments
|
2
|
|
|
6
|
|
||
Total accumulated other comprehensive income
|
$
|
20
|
|
|
$
|
25
|
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Accounts receivable
|
$
|
40
|
|
|
$
|
41
|
|
Other current assets
|
4
|
|
|
5
|
|
||
Property and equipment, net
|
31
|
|
|
24
|
|
||
Goodwill
|
914
|
|
|
914
|
|
||
Purchased intangible assets, net
|
4
|
|
|
6
|
|
||
Other assets
|
6
|
|
|
12
|
|
||
Total assets
|
999
|
|
|
1,002
|
|
||
|
|
|
|
||||
Accounts payable
|
15
|
|
|
18
|
|
||
Accrued compensation
|
21
|
|
|
17
|
|
||
Deferred revenue
|
3
|
|
|
4
|
|
||
Long-term obligations
|
9
|
|
|
10
|
|
||
Total liabilities
|
48
|
|
|
49
|
|
||
Net assets
|
$
|
951
|
|
|
$
|
953
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenue from discontinued operations:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
325
|
|
|
$
|
326
|
|
|
$
|
311
|
|
Intuit Health
|
16
|
|
|
18
|
|
|
12
|
|
|||
Intuit Websites
|
10
|
|
|
76
|
|
|
79
|
|
|||
Total net revenue from discontinued operations
|
$
|
351
|
|
|
$
|
420
|
|
|
$
|
402
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
52
|
|
|
$
|
41
|
|
|
$
|
21
|
|
Intuit Health
|
(71
|
)
|
|
(29
|
)
|
|
(67
|
)
|
|||
Intuit Websites
|
—
|
|
|
(18
|
)
|
|
(30
|
)
|
|||
Total loss from discontinued operations before income taxes
|
$
|
(19
|
)
|
|
$
|
(6
|
)
|
|
$
|
(76
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Net income from Intuit Financial Services operations
|
$
|
34
|
|
|
$
|
23
|
|
|
$
|
14
|
|
Net gain on disposal of Intuit Financial Services discontinued operations
|
8
|
|
|
—
|
|
|
—
|
|
|||
Net loss from Intuit Health operations
|
(57
|
)
|
|
(20
|
)
|
|
(50
|
)
|
|||
Net gain on disposal of Intuit Health discontinued operations
|
18
|
|
|
—
|
|
|
—
|
|
|||
Net loss from Intuit Websites operations
|
—
|
|
|
(11
|
)
|
|
(18
|
)
|
|||
Net gain on disposal of Intuit Websites discontinued operations
|
32
|
|
|
36
|
|
|
—
|
|
|||
Total net income (loss) from discontinued operations
|
$
|
35
|
|
|
$
|
28
|
|
|
$
|
(54
|
)
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Reserve for product returns
|
$
|
20
|
|
|
$
|
19
|
|
Reserve for rebates
|
15
|
|
|
17
|
|
||
Current portion of license fee payable
|
10
|
|
|
10
|
|
||
Current portion of deferred rent
|
8
|
|
|
8
|
|
||
Interest payable
|
10
|
|
|
10
|
|
||
Executive deferred compensation plan liabilities
|
64
|
|
|
56
|
|
||
Other
|
27
|
|
|
24
|
|
||
Total other current liabilities
|
$
|
154
|
|
|
$
|
144
|
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Total deferred rent
|
$
|
55
|
|
|
$
|
53
|
|
Total license fee payable
|
48
|
|
|
54
|
|
||
Long-term income tax liabilities
|
38
|
|
|
41
|
|
||
Long-term deferred revenue
|
32
|
|
|
32
|
|
||
Long-term deferred income tax liabilities
|
6
|
|
|
—
|
|
||
Other
|
7
|
|
|
5
|
|
||
Total long-term obligations
|
186
|
|
|
185
|
|
||
Less current portion (included in other current liabilities)
|
(19
|
)
|
|
(19
|
)
|
||
Long-term obligations due after one year
|
$
|
167
|
|
|
$
|
166
|
|
(In millions)
|
Operating
Lease
Commitments
|
|
Purchase
Obligations
|
||||
Fiscal year ending July 31,
|
|
|
|
||||
2014
|
$
|
63
|
|
|
$
|
18
|
|
2015
|
58
|
|
|
18
|
|
||
2016
|
47
|
|
|
5
|
|
||
2017
|
45
|
|
|
1
|
|
||
2018
|
30
|
|
|
—
|
|
||
Thereafter
|
160
|
|
|
1
|
|
||
Total commitments
|
$
|
403
|
|
|
$
|
43
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
307
|
|
|
$
|
363
|
|
|
$
|
273
|
|
State
|
28
|
|
|
28
|
|
|
46
|
|
|||
Foreign
|
5
|
|
|
2
|
|
|
5
|
|
|||
Total current
|
340
|
|
|
393
|
|
|
324
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
34
|
|
|
(23
|
)
|
|
16
|
|
|||
State
|
2
|
|
|
(4
|
)
|
|
8
|
|
|||
Foreign
|
11
|
|
|
8
|
|
|
6
|
|
|||
Total deferred
|
47
|
|
|
(19
|
)
|
|
30
|
|
|||
Total provision for income taxes from continuing operations
|
$
|
387
|
|
|
$
|
374
|
|
|
$
|
354
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Income from continuing operations before income taxes
|
$
|
1,210
|
|
|
$
|
1,138
|
|
|
$
|
1,042
|
|
|
|
|
|
|
|
||||||
Statutory federal income tax
|
$
|
424
|
|
|
$
|
398
|
|
|
$
|
365
|
|
State income tax, net of federal benefit
|
17
|
|
|
16
|
|
|
36
|
|
|||
Federal research and experimentation credits
|
(24
|
)
|
|
(8
|
)
|
|
(23
|
)
|
|||
Domestic production activities deduction
|
(29
|
)
|
|
(27
|
)
|
|
(25
|
)
|
|||
Share-based compensation
|
7
|
|
|
8
|
|
|
6
|
|
|||
Effects of non-U.S. operations
|
(2
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Other, net
|
(6
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|||
Total provision for income taxes from continuing operations
|
$
|
387
|
|
|
$
|
374
|
|
|
$
|
354
|
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves not currently deductible
|
$
|
51
|
|
|
$
|
46
|
|
Deferred rent
|
11
|
|
|
11
|
|
||
Accrued and deferred compensation
|
50
|
|
|
48
|
|
||
Loss and tax credit carryforwards
|
36
|
|
|
41
|
|
||
Property and equipment
|
12
|
|
|
15
|
|
||
Share-based compensation
|
97
|
|
|
97
|
|
||
Net basis difference in investments held for sale
|
41
|
|
|
38
|
|
||
Total deferred tax assets
|
298
|
|
|
296
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
93
|
|
|
92
|
|
||
Other, net
|
10
|
|
|
11
|
|
||
Total deferred tax liabilities
|
103
|
|
|
103
|
|
||
Total net deferred tax assets
|
195
|
|
|
193
|
|
||
Valuation allowance
|
(25
|
)
|
|
(10
|
)
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
170
|
|
|
$
|
183
|
|
|
July 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Current deferred income taxes
|
$
|
166
|
|
|
$
|
183
|
|
Long-term deferred income taxes included in other assets
|
10
|
|
|
—
|
|
||
Long-term deferred income taxes included in other long-term obligations
|
(6
|
)
|
|
—
|
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
170
|
|
|
$
|
183
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Gross unrecognized tax benefits, beginning balance
|
$
|
38
|
|
|
$
|
41
|
|
|
$
|
35
|
|
Increases related to tax positions from prior fiscal years, including acquisitions
|
5
|
|
|
3
|
|
|
2
|
|
|||
Decreases related to tax positions from prior fiscal years
|
(12
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Increases related to tax positions taken during current fiscal year
|
9
|
|
|
3
|
|
|
4
|
|
|||
Settlements with tax authorities
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits, ending balance
|
$
|
39
|
|
|
$
|
38
|
|
|
$
|
41
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Cost of product revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Cost of service and other revenue
|
6
|
|
|
4
|
|
|
3
|
|
|||
Selling and marketing
|
64
|
|
|
56
|
|
|
43
|
|
|||
Research and development
|
55
|
|
|
49
|
|
|
48
|
|
|||
General and administrative
|
59
|
|
|
50
|
|
|
49
|
|
|||
Total share-based compensation expense from continuing operations
|
184
|
|
|
159
|
|
|
144
|
|
|||
Income tax benefit
|
(61
|
)
|
|
(51
|
)
|
|
(49
|
)
|
|||
Decrease in net income from continuing operations
|
$
|
123
|
|
|
$
|
108
|
|
|
$
|
95
|
|
|
|
|
|
|
|
||||||
Decrease in net income per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.41
|
|
|
$
|
0.36
|
|
|
$
|
0.31
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
$
|
0.30
|
|
|
Twelve Months Ended July 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Assumptions for stock options:
|
|
|
|
|
|
|||
Expected volatility (range)
|
22% - 27%
|
|
|
27% - 33%
|
|
|
27% - 30%
|
|
Weighted average expected volatility
|
23
|
%
|
|
29
|
%
|
|
28
|
%
|
Risk-free interest rate (range)
|
0.49% - 1.05%
|
|
|
0.43% - 0.85%
|
|
|
0.87% - 1.91%
|
|
Expected dividend yield (1)
|
1.02% - 1.18%
|
|
|
1.02% - 1.20%
|
|
|
0% - 1.20%
|
|
|
|
|
|
|
|
|||
Assumptions for ESPP:
|
|
|
|
|
|
|||
Expected volatility (range)
|
20% - 24%
|
|
|
24% - 33%
|
|
|
27% - 33%
|
|
Weighted average expected volatility
|
22
|
%
|
|
29
|
%
|
|
29
|
%
|
Risk-free interest rate (range)
|
0.05% - 0.11%
|
|
|
0.00% - 0.10%
|
|
|
0.05% - 0.16%
|
|
Expected dividend yield (1)
|
1.04% - 1.17%
|
|
|
1.00% - 1.20%
|
|
|
0
|
%
|
(1)
|
Expected dividend yield assumption was zero for fiscal 2011 option grants prior to July 2011. In July 2011 we determined that it was probable that we would pay cash dividends in the future and as a result we began using an expected dividend yield assumption in our valuation models. See
“Dividends on Common Stock”
above for more information.
|
|
|
|
(Shares in thousands)
|
Shares
Available
for Grant
|
|
Balance at July 31, 2010
|
8,761
|
|
Additional shares authorized
|
31,000
|
|
Options granted
|
(3,055
|
)
|
Restricted stock units granted (1)
|
(8,501
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
2,511
|
|
Balance at July 31, 2011
|
30,716
|
|
Options granted
|
(3,167
|
)
|
Restricted stock units granted (1)
|
(7,902
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
2,113
|
|
Balance at July 31, 2012
|
21,760
|
|
Options granted
|
(2,607
|
)
|
Restricted stock units granted (1)
|
(9,310
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
2,277
|
|
Balance at July 31, 2013
|
12,120
|
|
(1)
|
Under the terms of our Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012 (2005 Equity Incentive Plan), RSUs granted from the pool of shares available for grant on or after November 1, 2010 reduce the pool by
2.3
shares for each share granted. RSUs forfeited and returned to the pool of shares available for grant increase the pool by
2.3
shares for each share forfeited.
|
(2)
|
Stock options and restricted stock units canceled, expired or forfeited under our 2005 Equity Incentive Plan, are returned to the pool of shares available for grant. Stock options and restricted stock units canceled, expired or forfeited under older expired plans are not returned to the pool of shares available for grant.
|
|
Options Outstanding
|
|||||
(Shares in thousands)
|
Number of
Shares
|
|
Weighted Average
Exercise Price
Per Share
|
|||
Balance at July 31, 2010
|
32,593
|
|
|
|
$28.45
|
|
Options granted
|
3,055
|
|
|
47.70
|
|
|
Options exercised
|
(11,997
|
)
|
|
25.68
|
|
|
Options canceled or expired
|
(972
|
)
|
|
31.44
|
|
|
Balance at July 31, 2011
|
22,679
|
|
|
32.38
|
|
|
Options assumed and converted in connection with acquisitions
|
282
|
|
|
54.51
|
|
|
Options granted
|
3,167
|
|
|
51.36
|
|
|
Options exercised
|
(7,513
|
)
|
|
28.41
|
|
|
Options canceled or expired
|
(554
|
)
|
|
39.43
|
|
|
Balance at July 31, 2012
|
18,061
|
|
|
37.49
|
|
|
Options granted
|
2,607
|
|
|
62.93
|
|
|
Options exercised
|
(5,826
|
)
|
|
32.79
|
|
|
Options canceled or expired
|
(636
|
)
|
|
44.60
|
|
|
Balance at July 31, 2013
|
14,206
|
|
|
|
$43.77
|
|
|
Number
of Shares
(in thousands)
|
|
Weighted
Average
Remaining
Contractual
Life
(in Years)
|
|
Weighted
Average
Exercise
Price per
Share
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Options outstanding
|
14,206
|
|
|
4.93
|
|
|
$43.77
|
|
|
|
$276
|
|
Options exercisable and expected to vest
|
13,697
|
|
|
4.81
|
|
|
$43.24
|
|
|
|
$273
|
|
Options exercisable
|
8,731
|
|
|
3.29
|
|
|
$35.80
|
|
|
|
$239
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Weighted average fair value of options granted (per share)
|
$
|
11.24
|
|
|
$
|
15.22
|
|
|
$
|
10.44
|
|
Total fair value of options vested
|
$
|
41
|
|
|
$
|
39
|
|
|
$
|
53
|
|
|
|
|
|
|
|
||||||
Aggregate intrinsic value of options exercised
|
$
|
166
|
|
|
$
|
202
|
|
|
$
|
261
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense for stock options and ESPP
|
$
|
49
|
|
|
$
|
53
|
|
|
$
|
51
|
|
Total tax benefit for stock option and ESPP share-based compensation
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
16
|
|
|
|
|
|
|
|
||||||
Cash received from option exercises
|
$
|
191
|
|
|
$
|
213
|
|
|
$
|
308
|
|
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements
|
$
|
60
|
|
|
$
|
72
|
|
|
$
|
99
|
|
(Shares in thousands)
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at July 31, 2010
|
11,531
|
|
|
|
$30.93
|
|
Granted
|
3,855
|
|
|
47.02
|
|
|
Vested
|
(3,474
|
)
|
|
26.33
|
|
|
Forfeited
|
(857
|
)
|
|
31.73
|
|
|
Nonvested at July 31, 2011
|
11,055
|
|
|
37.92
|
|
|
Granted
|
3,436
|
|
|
55.02
|
|
|
Restricted stock units assumed and converted in connection with acquisitions
|
575
|
|
|
54.51
|
|
|
Vested
|
(4,763
|
)
|
|
34.13
|
|
|
Forfeited
|
(696
|
)
|
|
39.56
|
|
|
Nonvested at July 31, 2012
|
9,607
|
|
|
46.79
|
|
|
Granted
|
4,048
|
|
|
62.76
|
|
|
Vested
|
(3,670
|
)
|
|
43.00
|
|
|
Forfeited
|
(801
|
)
|
|
48.16
|
|
|
Nonvested at July 31, 2013
|
9,184
|
|
|
|
$55.23
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Total fair value of RSUs vested
|
$
|
224
|
|
|
$
|
258
|
|
|
$
|
150
|
|
|
|
|
|
|
|
||||||
Share-based compensation for RSUs
|
$
|
135
|
|
|
$
|
106
|
|
|
$
|
93
|
|
Total tax benefit related to RSU share-based compensation expense
|
$
|
46
|
|
|
$
|
37
|
|
|
$
|
33
|
|
|
|
|
|
|
|
||||||
Cash tax benefits realized for tax deductions for RSUs
|
$
|
77
|
|
|
$
|
46
|
|
|
$
|
36
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Financial Management Solutions
|
$
|
826
|
|
|
$
|
691
|
|
|
$
|
622
|
|
Employee Management Solutions
|
574
|
|
|
512
|
|
|
457
|
|
|||
Payment Solutions
|
476
|
|
|
417
|
|
|
348
|
|
|||
Consumer Tax
|
1,503
|
|
|
1,441
|
|
|
1,298
|
|
|||
Accounting Professionals
|
449
|
|
|
423
|
|
|
399
|
|
|||
Other Businesses
|
343
|
|
|
324
|
|
|
325
|
|
|||
Total net revenue
|
$
|
4,171
|
|
|
$
|
3,808
|
|
|
$
|
3,449
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations:
|
|
|
|
|
|
||||||
Financial Management Solutions
|
$
|
306
|
|
|
$
|
265
|
|
|
$
|
243
|
|
Employee Management Solutions
|
353
|
|
|
314
|
|
|
271
|
|
|||
Payment Solutions
|
129
|
|
|
107
|
|
|
64
|
|
|||
Consumer Tax
|
942
|
|
|
886
|
|
|
850
|
|
|||
Accounting Professionals
|
266
|
|
|
249
|
|
|
228
|
|
|||
Other Businesses
|
113
|
|
|
116
|
|
|
122
|
|
|||
Total segment operating income
|
2,109
|
|
|
1,937
|
|
|
1,778
|
|
|||
Unallocated corporate items:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
(184
|
)
|
|
(159
|
)
|
|
(144
|
)
|
|||
Other common expenses
|
(639
|
)
|
|
(577
|
)
|
|
(532
|
)
|
|||
Amortization of acquired technology
|
(18
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||
Amortization of other acquired intangible assets
|
(35
|
)
|
|
(23
|
)
|
|
(11
|
)
|
|||
Total unallocated corporate items
|
(876
|
)
|
|
(769
|
)
|
|
(696
|
)
|
|||
Total operating income from continuing operations
|
$
|
1,233
|
|
|
$
|
1,168
|
|
|
$
|
1,082
|
|
|
Fiscal 2013 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
|
July 31
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
562
|
|
|
$
|
884
|
|
|
$
|
2,091
|
|
|
$
|
634
|
|
Cost of revenue
|
139
|
|
|
166
|
|
|
145
|
|
|
127
|
|
||||
All other costs and expenses
|
496
|
|
|
634
|
|
|
664
|
|
|
567
|
|
||||
Operating income (loss) from continuing operations
|
(73
|
)
|
|
84
|
|
|
1,282
|
|
|
(60
|
)
|
||||
Net income (loss) from continuing operations
|
(54
|
)
|
|
65
|
|
|
858
|
|
|
(46
|
)
|
||||
Net income (loss) from discontinued operations
|
35
|
|
|
6
|
|
|
(36
|
)
|
|
30
|
|
||||
Net income (loss)
|
(19
|
)
|
|
71
|
|
|
822
|
|
|
(16
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.22
|
|
|
$
|
2.89
|
|
|
$
|
(0.15
|
)
|
Basic net income (loss) per share from discontinued operations
|
0.12
|
|
|
0.02
|
|
|
(0.12
|
)
|
|
0.10
|
|
||||
Basic net income (loss) per share
|
$
|
(0.06
|
)
|
|
$
|
0.24
|
|
|
$
|
2.77
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.21
|
|
|
$
|
2.83
|
|
|
$
|
(0.15
|
)
|
Diluted net income (loss) per share from discontinued operations
|
0.12
|
|
|
0.02
|
|
|
(0.12
|
)
|
|
0.10
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
2.71
|
|
|
$
|
(0.05
|
)
|
|
Fiscal 2012 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
|
July 31
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
491
|
|
|
$
|
911
|
|
|
$
|
1,839
|
|
|
$
|
567
|
|
Cost of revenue
|
123
|
|
|
162
|
|
|
154
|
|
|
146
|
|
||||
All other costs and expenses
|
448
|
|
|
556
|
|
|
583
|
|
|
468
|
|
||||
Operating income (loss) from continuing operations
|
(80
|
)
|
|
193
|
|
|
1,102
|
|
|
(47
|
)
|
||||
Net income (loss) from continuing operations
|
(55
|
)
|
|
119
|
|
|
732
|
|
|
(32
|
)
|
||||
Net income (loss) from discontinued operations
|
(9
|
)
|
|
(1
|
)
|
|
2
|
|
|
36
|
|
||||
Net income (loss)
|
(64
|
)
|
|
118
|
|
|
734
|
|
|
4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.40
|
|
|
$
|
2.48
|
|
|
$
|
(0.11
|
)
|
Basic net income (loss) per share from discontinued operations
|
(0.03
|
)
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
||||
Basic net income (loss) per share
|
$
|
(0.21
|
)
|
|
$
|
0.40
|
|
|
$
|
2.49
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.39
|
|
|
$
|
2.41
|
|
|
$
|
(0.11
|
)
|
Diluted net income (loss) per share from discontinued operations
|
(0.03
|
)
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.21
|
)
|
|
$
|
0.39
|
|
|
$
|
2.42
|
|
|
$
|
0.01
|
|
(In millions)
|
Beginning
Balance
|
|
Additions
Charged to
Expense/
Revenue
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Year ended July 31, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
46
|
|
|
$
|
33
|
|
|
$
|
(41
|
)
|
|
$
|
38
|
|
Reserve for product returns
|
19
|
|
|
100
|
|
|
(99
|
)
|
|
20
|
|
||||
Reserve for rebates
|
17
|
|
|
112
|
|
|
(114
|
)
|
|
15
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2012
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
20
|
|
|
$
|
34
|
|
|
$
|
(8
|
)
|
|
$
|
46
|
|
Reserve for product returns
|
20
|
|
|
92
|
|
|
(93
|
)
|
|
19
|
|
||||
Reserve for rebates
|
11
|
|
|
104
|
|
|
(98
|
)
|
|
17
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2011
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
22
|
|
|
$
|
18
|
|
|
$
|
(20
|
)
|
|
$
|
20
|
|
Reserve for product returns
|
20
|
|
|
94
|
|
|
(94
|
)
|
|
20
|
|
||||
Reserve for rebates
|
11
|
|
|
90
|
|
|
(90
|
)
|
|
11
|
|
Notes:
|
Additions to the allowance for doubtful accounts are charged to general and administrative expense.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Brad D. Smith
|
|
49
|
|
|
President, Chief Executive Officer and Director
|
Scott D. Cook
|
|
61
|
|
|
Chairman of the Executive Committee
|
Laura A. Fennell
|
|
52
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Sasan K. Goodarzi
|
|
45
|
|
|
Senior Vice President and General Manager, Consumer Tax Group
|
Daniel R. Maurer
|
|
57
|
|
|
Senior Vice President and General Manager, Small Business Management Solutions Group
|
Kiran M. Patel
|
|
65
|
|
|
Executive Vice President and General Manager, Small Business Group
|
Daniel Wernikoff
|
|
41
|
|
|
Senior Vice President and General Manager, Small Business Financial Solutions Group
|
R. Neil Williams
|
|
60
|
|
|
Senior Vice President and Chief Financial Officer
|
Jeffrey P. Hank
|
|
53
|
|
|
Vice President, Finance and Chief Accounting Officer
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
— See Index to Consolidated Financial Statements in Part II, Item 8.
|
2.
|
Financial Statement Schedules
— See Index to Consolidated Financial Statements in Part II, Item 8.
|
3.
|
Exhibits
— See Exhibit Index immediately following the signature page of this annual report on Form 10-K.
|
|
|
|
INTUIT INC.
|
|
|
Dated:
|
September 13, 2013
|
By:
|
/s/ R. NEIL WILLIAMS
|
|
|
|
|
|
R. Neil Williams
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Name
|
|
Title
|
|
Date
|
Principal Executive Officer:
|
|
|
|
|
/s/ BRAD D. SMITH
|
|
President, Chief Executive Officer and Director
|
|
September 13, 2013
|
Brad D. Smith
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ R. NEIL WILLIAMS
|
|
Senior Vice President and Chief Financial Officer
|
|
September 13, 2013
|
R. Neil Williams
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ JEFFREY P. HANK
|
|
Vice President, Finance and Chief Accounting Officer
|
|
September 13, 2013
|
Jeffrey P. Hank
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
/s/ CHRISTOPHER W. BRODY
|
|
Director
|
|
September 13, 2013
|
Christopher W. Brody
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM V. CAMPBELL
|
|
Chairman of the Board of Directors
|
|
September 13, 2013
|
William V. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. COOK
|
|
Director
|
|
September 13, 2013
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
|
/s/ DIANE B. GREENE
|
|
Director
|
|
September 13, 2013
|
Diane B. Greene
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A. KANGAS
|
|
Director
|
|
September 13, 2013
|
Edward A. Kangas
|
|
|
|
|
|
|
|
|
|
/s/ SUZANNE NORA JOHNSON
|
|
Director
|
|
September 13, 2013
|
Suzanne Nora Johnson
|
|
|
|
|
|
|
|
|
|
/s/ DENNIS D. POWELL
|
|
Director
|
|
September 13, 2013
|
Dennis D. Powell
|
|
|
|
|
|
|
|
|
|
/s/ JEFF WEINER
|
|
Director
|
|
September 13, 2013
|
Jeff Weiner
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
3.01
|
|
Restated Intuit Certificate of Incorporation, dated as of January 19, 2000
|
|
|
|
10-Q
|
6/14/2000
|
|
|
|
|
|
|
|
|
3.02
|
|
Bylaws of Intuit, as amended and restated effective April 28, 2010
|
|
|
|
8-K
|
4/30/2010
|
|
|
|
|
|
|
|
|
4.01
|
|
Form of Specimen Certificate for Intuit’s Common Stock
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
4.02
|
|
Indenture, dated as of March 7, 2007, between Intuit and The Bank of New York Trust Company, N.A. as trustee
|
|
|
|
8-K
|
3/7/2007
|
|
|
|
|
|
|
|
|
4.03
|
|
Forms of Global Note for Intuit’s 5.40% Senior Notes due 2012 and 5.75% Senior Notes due 2017
|
|
|
|
8-K
|
3/12/2007
|
|
|
|
|
|
|
|
|
10.01+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended December 14, 2007
|
|
|
|
S-8
333-148112
|
12/17/2007
|
|
|
|
|
|
|
|
|
10.02+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended April 23, 2008
|
|
|
|
8-K
|
4/28/2008
|
|
|
|
|
|
|
|
|
10.03+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended December 16, 2008
|
|
|
|
S-8
333-156205
|
12/17/2008
|
|
|
|
|
|
|
|
|
10.04+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended December 15, 2009
|
|
|
|
S-8
333-163728
|
12/15/2009
|
|
|
|
|
|
|
|
|
10.05+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as approved January 19, 2011
|
|
|
|
S-8
333-171768
|
1/19/2011
|
|
|
|
|
|
|
|
|
10.06+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012
|
|
|
|
8-K
|
7/27/2012
|
|
|
|
|
|
|
|
|
10.07+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – New Hire, Promotion or Retention Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.08+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – Focal Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.09+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Initial Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.10+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Succeeding Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.11+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Committee Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.12+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
8-K
|
12/18/2009
|
|
|
|
|
|
|
|
|
10.13+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.14+
|
|
Summary of Director Compensation Program
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.15+
|
|
Intuit Inc. Director Grant Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.16+
|
|
Form of Director Restricted Stock Units Initial Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.17+
|
|
Form of Director Restricted Stock Units Initial Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.18+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.19+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.20+
|
|
Form of Director Restricted Stock Units Conversion Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.21+
|
|
Form of Amended and Restated 2005 Equity Incentive Plan Non-Qualified Stock Option Grant Agreement: New Hire, Promotion, Retention or Focal Grant
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.22+
|
|
Form of Restricted Stock Unit Agreement (service-based vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.23+
|
|
Form of Restricted Stock Unit Agreement (executive vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.24+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.25+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.26+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (one year operating goal)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.27+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.28+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.29+
|
|
Form of Restricted Stock Unit Agreement (CEO vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.30+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.31+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.32+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (one year operating goal)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.33+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.34+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.35+
|
|
Form of 2009 Performance-Based Restricted Stock Unit Agreement
|
|
|
|
8-K
|
8/17/2009
|
|
|
|
|
|
|
|
|
10.36+
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.37+
|
|
Form of Restricted Stock Unit Award Agreement (Service-Based Vesting)
|
|
|
|
8-K
|
7/31/2006
|
|
|
|
|
|
|
|
|
10.38+
|
|
Intuit Inc. Management Stock Purchase Program, as amended October 23, 2007
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.39+
|
|
Second Amended and Restated Management Stock Purchase Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.40+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.41+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.42+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-Q
|
12/1/2006
|
|
|
|
|
|
|
|
|
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-Q
|
12/1/2006
|
10.43+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44+
|
|
Digital Insight Corporation 1999 Stock Plan and Form of Stock Option Agreement under the Digital Insight Corporation 1999 Stock Plan
|
|
|
|
S-1/A
333-81547
Filed by Digital Insight
|
9/13/1999
|
|
|
|
|
|
|
|
|
10.45+
|
|
First, Second and Third Amendments to the Digital Insight Corporation 1999 Stock Plan
|
|
|
|
10-Q
Filed by Digital Insight
|
5/15/2001
|
|
|
|
|
|
|
|
|
10.46+
|
|
Homestead Technologies Inc. 2006 Equity Incentive Plan, as amended
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.47+
|
|
Form of Stock Option Agreement and Option Grant Notice under Homestead Technologies Inc. 2006 Equity Incentive Plan
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.48+
|
|
Form of Homestead Technologies Inc. 2006 Equity Incentive Plan Award Agreement for Restricted Stock Units
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.49+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
2/9/2007
|
|
|
|
|
|
|
|
|
10.50+
|
|
Forms of Restricted Stock Unit Agreements: Intuit Inc. MSPP Matching Award Agreement; Intuit Inc. Performance-Based Vesting Agreement; Homestead Technologies Inc. Service-Based Vesting Agreement; and Intuit Inc. Service-Based Vesting Agreement
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
10.51+
|
|
PayCycle, Inc. 1999 Equity Incentive Plan, as amended, effective November 1, 1999.
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.52+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.53+
|
|
Form of PayCycle, Inc. 1999 Equity Incentive Plan Stock Option Agreement
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.54+
|
|
Mint Software Inc. Third Amended and Restated 2006 Stock Plan
|
|
|
|
S-8
333-163145
|
11/17/2009
|
|
|
|
|
|
|
|
|
10.55+
|
|
Form of Stock Option Agreement under the Mint Software Inc. Third Amended and Restated 2006 Stock Plan — Early Exercise
|
|
|
|
S-8
333-163145
|
11/17/2009
|
|
|
|
|
|
|
|
|
10.56+
|
|
Form of Stock Option Agreement under the Mint Software Inc. Third Amended and Restated 2006 Stock Plan — No Early Exercise
|
|
|
|
S-8
333-163145
|
11/17/2009
|
|
|
|
|
|
|
|
|
10.57+
|
|
Demandforce, Inc. 2007 Equity Incentive Plan, as amended
|
|
|
|
S-8 333-181732
|
5/29/2012
|
|
|
|
|
|
|
|
|
10.58+
|
|
Form of Stock Option Agreement under the Demandforce, Inc. 2007 Equity Incentive Plan
|
|
|
|
S-8 333-181732
|
5/29/2012
|
|
|
|
|
|
|
|
|
10.59+
|
|
Form of Demandforce, Inc. 2007 Equity Incentive Plan Award Agreement for Restricted Stock Unit
|
|
|
|
S-8 333-181732
|
5/29/2012
|
|
|
|
|
|
|
|
|
10.60+
|
|
Form of Executive Promotion/New Hire Stock Option Agreement
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.61+
|
|
Form of Executive Restricted Stock Unit Agreement (performance vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.62+
|
|
Intuit Executive Relocation Policy
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
10.63+
|
|
Intuit Inc. 2005 Executive Deferred Compensation Plan, effective January 1, 2005
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.64+
|
|
Intuit Inc. Employee Stock Purchase Plan, as amended through January 19, 2012
|
|
|
|
S-8 333-179110
|
1/20/2012
|
|
|
|
|
|
|
|
|
10.65+
|
|
Intuit 1996 Directors Stock Option Plan and forms of Agreement, as amended by the Board on January 30, 2003
|
|
|
|
10-Q
|
2/28/2003
|
|
|
|
|
|
|
|
|
10.66+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2012
|
|
|
|
8-K
|
7/22/2011
|
|
|
|
|
|
|
|
|
10.67+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2013
|
|
|
|
8-K
|
7/27/2012
|
|
|
|
|
|
|
|
|
10.68+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2014
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.69+
|
|
Intuit Executive Deferred Compensation Plan, effective March 15, 2002
|
|
|
|
10-Q
|
5/31/2002
|
|
|
|
|
|
|
|
|
10.70+
|
|
Intuit Senior Executive Incentive Plan adopted on October 23, 2007
|
|
|
|
8-K
|
12/17/2007
|
|
|
|
|
|
|
|
|
10.71+
|
|
Intuit Senior Executive Incentive Plan amended and restated effective August 1, 2012 and approved by stockholders on January 17, 2013
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.72+
|
|
Form of Indemnification Agreement entered into by Intuit with each of its directors and certain officers
|
|
|
|
10-K
|
9/25/2002
|
|
|
|
|
|
|
|
|
10.73+
|
|
Employment offer letter between Intuit Inc. and Laura A. Fennell, dated March 31, 2004
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.74+
|
|
Form of Amended and Restated Employment Agreement dated December 1, 2008 between Intuit Inc. and Kiran M. Patel
|
|
|
|
8-K
|
12/2/2009
|
|
|
|
|
|
|
|
|
10.75+
|
|
Amendment dated December 1, 2008 to Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. R. Neil Williams dated November 2, 2007
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
10.76+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Dan Maurer dated November 16, 2005, Promotion Memo dated January 16, 2008 and Amendment dated December 1, 2008
|
|
|
|
10-Q
|
12/6/2010
|
|
|
|
|
|
|
|
|
10.77+
|
|
Employment memo dated July 23, 20013 to Daniel Maurer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.78+
|
|
Employment offer letter between Intuit Inc. and Sasan Goodarzi dated June 24, 2011 and Employment memo dated July 23, 2013 to Sasan Goodarzi
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.79+
|
|
Employment offer letter between Intuit Inc. and Daniel Wernikoff dated February 12, 2003
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.80+
|
|
Amendment dated December 1, 2008 to Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. Brad D. Smith dated October 1, 2007
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
10.81+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. Brad D. Smith, dated October 1, 2007
|
|
|
|
8-K
|
10/5/2007
|
|
|
|
|
|
|
|
|
10.82+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. R. Neil Williams, dated November 2, 2007
|
|
|
|
8-K
|
11/8/2007
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.83+
|
|
Employment Agreement dated September 2, 2005 between Intuit and Kiran Patel
|
|
|
|
8-K
|
9/8/2005
|
|
|
|
|
|
|
|
|
10.84+
|
|
Director Compensation Agreement between Intuit and Dennis D. Powell, dated February 11, 2004
|
|
|
|
10-Q
|
6/14/2004
|
|
|
|
|
|
|
|
|
10.85
|
|
Amended and Restated Agreement and Plan of Merger by and among Intuit, Digital Insight Corporation, Fandango Holdings Corporation and Fandango Merger Corp. dated as of July 31, 2013
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.86
|
|
Five Year Credit Agreement dated as of March 22, 2007, by and among Intuit, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Citicorp USA, Inc., as administrative agent
|
|
|
|
8-K
|
3/22/2007
|
|
|
|
|
|
|
|
|
10.87
|
|
Five Year Credit Agreement dated as of February 17, 2012, by and among Intuit Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A. as administrative agent, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Union Bank, N.A. as documentation agent
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.88
|
|
Free On-Line Electronic Tax Filing Agreement Amendment, effective as of October 30, 2005 between the Internal Revenue Service and the Free File Alliance, LLC
|
|
|
|
10-Q
|
12/5/2005
|
|
|
|
|
|
|
|
|
10.89
|
|
Free On-Line Electronic Tax Filing Agreement Amendment dated November 5, 2009 between the Internal Revenue Service and the Free File Alliance, LLC
|
|
|
|
10-Q
|
12/4/2009
|
|
|
|
|
|
|
|
|
10.90#
|
|
Master Services Agreement between Intuit and Arvato Services, Inc., dated May 28, 2003
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.91
|
|
Second Amendment to Master Service Agreement between Intuit and Arvato Services, Inc., effective May 29, 2007
|
|
|
|
10-K
|
9/14/2007
|
|
|
|
|
|
|
|
|
10.92#
|
|
Amendment 3 to Master Services Agreement between Intuit and Arvato Services, Inc., effective April 1, 2008
|
|
|
|
10-Q
|
5/30/2008
|
|
|
|
|
|
|
|
|
10.93#
|
|
Amendment 5 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 19, 2010
|
|
|
|
10-Q
|
12/6/2010
|
|
|
|
|
|
|
|
|
10.94#
|
|
Lease, dated as of March 28, 2005, made by and between Kilroy Realty, L.P. and Intuit Inc. for property located on Torrey Santa Fe Road, San Diego
|
|
|
|
10-Q
|
6/7/2005
|
|
|
|
|
|
|
|
|
10.95
|
|
First Amendment to Lease, dated as of March 31, 2006, by and between Intuit and Kilroy Realty, L.P. for property in San Diego, California
|
|
|
|
10-Q
|
6/9/2006
|
|
|
|
|
|
|
|
|
10.96
|
|
Lease Expiration Advancement Agreement effective July 31, 2003 between Intuit and Charleston Properties for 2475, 2500, 2525, 2535 and 2550 Garcia Avenue and 2650, 2675, 2700 and 2750 Coast Avenue, Mountain View, CA
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.97
|
|
Lease Agreement dated as of July 31, 2003 between Intuit and Charleston Properties for 2475, 2500, 2525, 2535 and 2550 Garcia Avenue, Mountain View, CA
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.98
|
|
Lease Agreement dated as of July 31, 2003 between Intuit and Charleston Properties for 2650, 2675, 2700 and 2750 Coast Avenue and 2600 Casey Avenue, Mountain View, California
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.99
|
|
Lease Agreement dated as of March 29, 1999 between Intuit and various parties as Landlord for 2632 Marine Way, Mountain View, California
|
|
|
|
10-K
|
10/13/2001
|
|
|
|
|
|
|
|
|
10.100#
|
|
Second Amendment to Lease Agreement Phase 1, effective January 1, 2011, between Intuit Inc. and Charleston Properties
|
|
|
|
10-Q
|
3/1/2011
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.101#
|
|
Third Amendment to Lease Agreement Phase 2, effective January 1, 2011, between Intuit Inc. and Charleston Properties
|
|
|
|
10-Q
|
3/1/2011
|
|
|
|
|
|
|
|
|
21.01
|
|
List of Intuit’s Subsidiaries
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
23.01
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
24.01
|
|
Power of Attorney (see signature page)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.01
|
|
Certification of Chief Executive Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.02
|
|
Certification of Chief Financial Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.01*
|
|
Section 1350 Certification (Chief Executive Officer)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.02*
|
|
Section 1350 Certification (Chief Financial Officer)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
X
|
|
|
|
+
|
|
Indicates a management contract or compensatory plan or arrangement.
|
#
|
|
We have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission (SEC). We omitted such portions from this filing and filed them separately with the SEC.
|
*
|
|
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Intuit specifically incorporates it by reference.
|
|
|
|
Vesting Schedule:
|
So long as you are providing services to the Company, 33 1/3% of the Shares will vest on the First Vesting Date; then 2.778% of the Shares will vest on each monthly anniversary of the first Vesting Date until 100% vested.
|
1.
|
Overview:
Intuit Inc.'s Performance Incentive Plan (“IPI”) is a program under which Intuit Inc. (“Intuit”) pays discretionary cash bonus awards to select employees located in the United States of America. Bonus awards under the IPI are paid annually. The amount of a bonus award is based upon the employee's bonus target, Intuit's performance during the fiscal year and the employee's performance during the fiscal year. The IPI is intended to provide employees with “performance-based compensation” within the meaning of Section 409A of the Internal Revenue Code (“Code”).
|
2.
|
Purposes
: The IPI is a component of Intuit's overall strategy to pay its employees for performance. The purposes of IPI are to: (i) attract and retain top performing employees; (ii) motivate employees by tying compensation to Intuit's performance; and (iii) reward exceptional individual performance that supports overall Intuit objectives.
|
3.
|
Effective Date
: The terms of this IPI document will be applicable to bonuses for services during Intuit's 2014 fiscal year that begins August 1, 2013 and ends on July 31, 2014 (“Fiscal Year”).
|
4.
|
Eligibility
: All U.S. employees of Intuit are eligible to participate in the IPI for the Fiscal Year, except for employees who (i) are classified as seasonal employees, (ii) are classified as interns/project employees, (iii) participate in Intuit's Senior Executive Incentive Plan, unless such employee is specifically approved by the Compensation and Organizational Development Committee (“Compensation Committee”) also to participate in the IPI, (iv) participate in other Intuit incentive compensation plans that specifically exclude an employee's participation in the IPI, including, but not limited to, Intuit's sales incentive compensation plans and contact center incentive compensation plans, (v) participate in an incentive compensation plan sponsored by Intuit or an Intuit subsidiary for international employees that is designed to provide a cash incentive benefit to such employees comparable to or in lieu of the IPI, (vi) work for Intuit on a purely commission basis, (vii) participate in the Performance Incentive Plan for Employees of International Subsidiaries of Intuit Inc., (viii) commence employment pursuant to an offer letter which excludes participation in the IPI, (ix) as otherwise determined by the Compensation Committee at any time in its sole discretion, or (x) as otherwise determined under Paragraph 9 of the IPI. Those employees who are determined to be eligible for bonus awards under the IPI are called “Participants”. Participants in the IPI (other than Senior Officers, which term means the Chief Financial Officer, any Executive Vice President or Senior Vice President, the Vice President of Internal Audit and any other officer who is a Section 16 officer or any other officer who reports to the President and Chief Executive Officer) are not eligible to simultaneously participate in any other bonus or cash incentive plan, unless the Senior Vice President of Human Resources or his/her delegate otherwise specifically approves such participation. Senior Officers who are Participants in the IPI are not eligible to simultaneously participate in any other bonus or cash incentive plan, unless the Compensation Committee otherwise specifically approves such participation. An employee must commence employment or otherwise become eligible to participate in the IPI no later than April 1, 2014 to be eligible for a bonus award under the IPI for the Fiscal Year. Being a Participant does not
|
5.
|
Plan Year
: The IPI operates on a fiscal year basis, August 1, 2013 through July 31, 2014.
|
6.
|
Bonus Awards
: Bonus awards are discretionary payments. A Participant must be an active employee in good standing and on Intuit's or an Intuit subsidiary's payroll on the day the bonus award is paid following the completion of the Fiscal Year to receive a bonus payment. A Participant who is not actively employed and on the payroll of Intuit or an Intuit subsidiary for any reason on the date a bonus award for the Fiscal Year is paid is not entitled to a partial or pro rata bonus award. Intuit may make exceptions in its sole discretion, provided, however, any such exception must be made by the Compensation Committee or its delegate. There is no minimum award or guaranteed payment. A bonus award is calculated at the discretion of the Compensation Committee after considering Intuit's performance, the Participant's bonus target and performance for the Fiscal Year and the bonus pool has been determined and made available for bonus awards under the IPI for the Fiscal Year.
|
a.
|
Bonus Targets
:
|
i.
|
For each Participant who is paid an annual salary, his or her bonus target shall be established as a percentage of the Participant's annual base salary. For each Participant who is paid on an hourly basis, his or her bonus target shall be established as a percentage of the Participant's projected annual hourly pay based on the number of hours that the Participant is expected to work. A Participant who is not a Participant for the entire Fiscal Year may have his or her bonus target calculated with respect to a portion of his or her annual base salary or projected annual hourly pay for the Fiscal Year.
|
ii.
|
When an employee becomes a Participant, he or she shall be advised of his or her bonus target for the Fiscal Year.
|
iii.
|
Following the beginning of the Fiscal Year, each Participant shall be advised of his or her bonus target by the executive leader of the Participant's business or functional unit or the executive leader's designee.
|
iv.
|
The Compensation Committee shall establish individual bonus targets for Senior Officers who are Participants. The President and Chief Executive Officer may establish individual bonus targets for other officers who are Participants. Bonus targets for other employees whose bonus targets are not established by the Compensation Committee or the President and Chief Executive Officer shall be established by the Senior Vice President of Human Resources or his/her delegate in consultation with Intuit's President and Chief Executive Officer.
|
v.
|
A Participant's bonus target for the Fiscal Year may be determined based upon a variety of factors, including but not limited to, Intuit's corporate and financial goals, his or her base salary or base pay, position or level. A bonus target does not guarantee that a bonus award will be made or, if a bonus award is made, that it will be made at the target rate.
|
b.
|
Determination of a Bonus Award Amount
|
i.
|
The amount of a bonus award to a Participant who is a Senior Officer shall be determined by the Compensation Committee, in consultation with Intuit's President and Chief Executive Officer. The amount of a bonus award to a Participant who is not a Senior Officer shall be determined by the executive leader of the Participant's business unit or functional group and Intuit's President and Chief Executive Officer in consultation with the Participant's direct manager and the Senior Vice President of Human Resources or his/her delegate.
|
ii.
|
A Participant's bonus award shall be linked to an assessment of Intuit's achievement of corporate and financial goals and the Participant's total job performance for the Fiscal Year. Factors that may be considered, include but are not limited to, what the Participant does to advance Intuit's success and how the Participant does it, especially leadership, balance of short-term actions with long-term goals, resource allocation and maintenance by the Participant of focus on Intuit while prioritizing the needs of customers, employees and stockholders.
|
iii.
|
There is neither a minimum nor maximum amount of a bonus award that may be paid to a Participant for the Fiscal Year. Subject to the terms and conditions of Section 6, at Intuit's discretion, a bonus award amount may be prorated based on the length of a Participant's service or other factors, provided, however, that decisions relating to Senior Officers must be made by the Compensation Committee.
|
iv.
|
Any bonus award paid to a Participant is subject to all applicable taxes and withholding.
|
c.
|
When Bonus Awards are Paid
: The timing for payment of a bonus award shall be determined by the Senior Vice President of Human Resources or his/her delegate in consultation with Intuit's President and Chief Executive Officer and other senior management. A Participant has no right to a bonus award or any portion of a bonus award until it is paid. Notwithstanding the foregoing, in the event of an administrative error in the calculation or payment of a bonus award to a Participant, Intuit reserves the right to seek recovery from a Participant of an erroneously paid excessive bonus amount. Once a bonus award is no longer subject to a “substantial risk of forfeiture” (as determined pursuant to regulations and/or other guidance promulgated under Section 409A of the Code), then it shall be paid not later than the later of: (i) 2½ months after the end of Intuit's first taxable year when the bonus award is no longer subject to such “substantial risk of forfeiture”, or (ii) 2½ months after the end of such Participant's first taxable year when the bonus award is no longer subject to such “substantial risk of forfeiture”; unless a later date is established by Intuit, or Intuit permits the Participant to designate a later date, in either case only as permitted under Section 409A of the Code.
|
7.
|
Unfunded
: The IPI is not funded. Bonus awards, if any, shall be made from the general assets of Intuit. The Compensation Committee shall determine in its sole discretion the amount of funds that shall be made available for bonus awards under the IPI based on Intuit's performance for the Fiscal Year, but which may not in any event exceed 150% of the bonus targets for all Participants, calculated on an aggregate, company-wide basis. Intuit's performance for this purpose may be measured in a number of ways, including but not limited
|
8.
|
Amendment
: The Compensation Committee has the authority to terminate, change, modify or amend the provisions of the IPI at any time in its sole discretion, including during or after the Fiscal Year. Notwithstanding the foregoing, Intuit's President and Chief Executive Officer, Chief Financial Officer and Senior Vice President of Human Resources each individually, has the authority to make amendments to the IPI that do not significantly increase the cost of the IPI and which in such individual's determination (i) clarify the terms of the IPI; (ii) assist in the administration of the IPI; (iii) are necessary or advisable for the IPI to comply with applicable law; or (iv) are necessary or advisable for the IPI to provide “performance-based compensation” within the meaning of Code Section 409A.
|
9.
|
Administration and Discretion
: Except as otherwise required for Senior Officers under the Charter of the Compensation Committee or as otherwise expressly provided in the IPI, Intuit's President and Chief Executive Officer and the Senior Vice President of Human Resources or his/her delegate each have the discretion to: (a) adopt such rules, regulations, agreements and instruments as deemed necessary to administer the IPI; (b) interpret the terms of the IPI; (c) determine an employee's eligibility under the IPI; (d) determine whether a Participant is to receive a bonus award under the IPI; (e) determine the amount of any bonus award to a Participant, if any; (f) determine when a bonus award is to be paid to a Participant and whether any such bonus award should be prorated based on the Participant's service or other factors; (g) determine whether a bonus award will be made in replacement of or as an alternative to any other incentive or compensation plan of Intuit or of an acquired business unit or corporation; (h) grant waivers of IPI standard procedures and policies; (i) correct any defect, supply any omission, or reconcile any inconsistency in the IPI, any bonus award or any notice to Participants or a Participant regarding bonus awards; and (j) take any and all other actions as deemed necessary or advisable for the proper administration of the IPI.
|
10.
|
Participation Provides No Guarantee of Employment
: Employment at Intuit is at-will and participation in the IPI in no way constitutes an employment contract conferring either a right or obligation of continued employment.
|
11.
|
Governing Law
: The IPI will be governed by and construed in accordance with the laws of the State of California, without regard to choice of law principles of California or other jurisdictions. Any action, suit, or proceeding relating to the IPI or any bonus award target or bonus award granted under the IPI shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
1.
|
Purposes
|
2.
|
Definitions
|
A.
|
“Award” means any cash incentive payment made under the Plan.
|
B.
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
C.
|
“Committee” means the Compensation Committee of Intuit's Board of Directors, or such other committee designated by that Board of Directors, which is authorized to administer the Plan under Section 3 hereof. The Committee shall be comprised solely of directors who are outside directors under Code Section 162(m).
|
D.
|
“Intuit” means Intuit Inc. and any corporation or other business entity of which Intuit (i) directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or appoint 50% or more of the board of directors or other governing body.
|
E.
|
“Senior Executive” means an Intuit employee who holds a position with the title of Senior Vice President or above.
|
F.
|
“Participant” means any Senior Executive to whom an Award is granted under the Plan.
|
G.
|
“Plan” means this Plan, which shall be known as the Intuit Senior Executive Incentive Plan.
|
3.
|
Administration
|
A.
|
The Plan shall be administered by the Committee. The Committee shall have the authority to:
|
(i)
|
interpret and determine all questions of policy and expediency pertaining to the Plan;
|
(ii)
|
adopt such rules, regulations, agreements and instruments as it deems necessary for its proper administration;
|
(iv)
|
determine the terms of Awards consistent with this Plan document;
|
(v)
|
determine amounts subject to Awards (within the limits prescribed in the Plan);
|
(vi)
|
determine whether Awards will be granted in replacement of or as alternatives to any other incentive or compensation plan of Intuit or an acquired business unit;
|
(vii)
|
grant waivers of Plan or Award conditions (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);
|
(viii)
|
accelerate the payment of Awards (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);
|
(ix)
|
correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award notice;
|
(x)
|
take any and all other actions it deems necessary or advisable for the proper administration of the Plan;
|
(xi)
|
adopt such Plan procedures, regulations, subplans and the like as it deems are necessary to enable Senior Executives to receive Awards; and
|
(xii)
|
amend the Plan at any time and from time to time, provided however that no amendment to the Plan shall be effective unless approved by Intuit's stockholders, to the extent such stockholder approval is required under Code Section 162(m) with respect to Awards which are intended to qualify under that Section.
|
B.
|
The Committee may delegate its authority to grant and administer Awards to a separate committee; however, only the Committee may grant and administer Awards which are intended to qualify as performance-based compensation under Code Section 162(m).
|
4.
|
Eligibility
|
5.
|
Performance Goals
|
A.
|
The Committee shall establish performance goals applicable to a particular fiscal year (or performance period) prior to its start, provided, however, that such goals may be established after the start of the fiscal year (or performance period) but while the outcome of the performance goal is substantially uncertain if such a method of establishing performance goals is permitted under proposed or final regulations issued under Code Section 162(m).
|
B.
|
Each performance goal applicable to a fiscal year (or performance period) shall be one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either Intuit as a whole or to a business unit, division, business segment or function or subsidiary, either individually, alternatively or in any combination, and measured on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Committee:
|
•
|
Net income
|
•
|
Stockholder return
|
•
|
Earnings per share
|
•
|
Revenue
|
•
|
Return on investment
|
•
|
Revenue growth
|
•
|
Operating income
|
•
|
Operating income growth
|
•
|
Market share
|
•
|
Strategic positioning
|
•
|
Return on net assets programs
|
•
|
Return on equity
|
•
|
Cash flow
|
•
|
New product releases
|
•
|
Employee productivity and satisfaction metrics
|
C.
|
The Committee shall determine the target level of performance that must be achieved with respect to each criterion that is identified in a performance goal in order for a performance goal to be treated as attained.
|
D.
|
The Committee shall base performance goals on one or more of the foregoing business criteria. In the event performance goals are based on more than one business criterion, the Committee may determine to make Awards upon attainment of the performance goal relating to any one or more of such criteria, provided the performance goals, when established, are stated as alternatives to one another at the time the performance goal is established.
|
E.
|
As soon as reasonably practicable following the conclusion of each fiscal year (or performance period), the Committee shall certify, in writing, if and the extent to which the performance goal or goals have been satisfied as and to the extent required by Code Section 162(m).
|
6.
|
Awards
|
A.
|
During any Intuit fiscal year, no Participant shall receive an Award of more than $5,000,000.
|
B.
|
The Committee, in its discretion, may reduce or eliminate a Participant's Award at any time before it is paid, whether or not calculated on the basis of pre-established performance goals or formulas.
|
C.
|
Except as expressly provided herein, the payment of an Award requires that the Participant be an active employee and on Intuit's payroll on the day the Award is paid to receive any portion of the Award. The Committee may make exceptions to the foregoing requirement in the case of death or disability, or in the case of a corporate change in control as determined by the Committee in its sole discretion. In addition, a Participant whose employment is governed by an employment agreement and whose employment is terminated by Intuit without “Cause,” or who resigns for “Good Reason,” or in an “Involuntary Termination” (as such terms, or their equivalents, are defined in the Participant's employment agreement), shall be permitted to continue participating in the Plan through the end of the then-current fiscal year, and shall be eligible to receive an Award based on the actual level of achievement of the applicable performance goals for such year, prorated to take into account the portion of such fiscal year during which the Participant was an active employee and in all events subject to the provisions of Section 6.B above.
|
D.
|
Awards shall be paid no later than the first March 15 following the end of the fiscal year in which occurred the performance for which the Award is being paid.
|
E.
|
Intuit shall withhold all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Award.
|
7.
|
General
|
A.
|
The Plan, as amended and restated hereby, is effective as of August 1, 2012. Absent any future amendment to the Plan that changes the material terms of the performance goal(s) set forth herein, in the event that the Plan receives the approval of the Company's stockholders at the first Annual General Meeting of Stockholders held after the Company's fiscal year ending in 2012, the Plan shall not require further approval by the Company's stockholders for purposes of Section 162(m)(3)(C)(ii) of the Code or any succeeding provision, with respect to Awards earned in respect of fiscal years through and including the Company's fiscal year ending in 2017.
|
B.
|
Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by Intuit for the account of the Participant under the Plan.
|
C.
|
Participation in the Plan shall not give any Senior Executive any right to remain in Intuit's employ. Further, the adoption of this Plan shall not be deemed to give any Senior Executive or other individual the right to be selected as a Participant or to be granted an Award.
|
D.
|
To the extent any person acquires a right to receive payments from Intuit under this Plan, such rights shall be no greater than the rights of an unsecured creditor of Intuit's.
|
E.
|
The Plan shall be governed by and construed in accordance with the laws of the State of California.
|
F.
|
The Board may amend or terminate the Plan (i) at any time and for any reason subject to stockholder approval and (ii) at any time and for any reason if and to the extent the Plan's qualification under Code Section 162(m) would not be adversely affected.
|
•
|
10,000 of these RSUs will vest based on your continuous service to the Company (the “Time-Based RSUs”). You will vest in 33.3% of these Time-Based RSUs in 2012 on the first day of the month of the grant date, another 33.3% in 2013 on the first day of the month of the grant date and the final 33.3% of Time-Based RSUs in 2014 on the first day of the month of the grant date, provided you remain continually employed by Intuit through such vesting dates. The remaining 30,000 Stock Units shall be comprised of two separate grants of Stock Units with performance-based vesting criteria determined by the Compensation and Organization Development Committee or its designees (the “Performance-based RSUs”). The Performance-based RSUs will only become vested if you remain continually employed by Intuit through the end of a three-year performance period or such later date, in each case, established by the Compensation and Organization Development Committee or its designee for the awards and the Company achieves certain “Performance Hurdles” established by the Compensation and Organization Development Committee or its designee for the awards for the applicable performance period. Of the Performance-based RSUs, an award with a target amount equal to 15,000 Stock Units shall be subject to Performance Hurdles based upon Intuit's revenue and/or operating income during the performance period. The other Performance-based RSU award shall also have a target amount equal to 15,000 Stock Units and shall be subject to Performance Hurdles based upon Intuits relative total shareholder return performance during the performance period. In each case, the Performance Hurdles (and related performance periods) shall be identical to the Performance Hurdles established by the Compensation and Organization Development Committee for Intuit's executive officers generally at its July 2011 meeting.
|
ARTICLE 1. Definitions
|
1
|
Section 1.01
|
Definitions
2
|
Section 1.02
|
Definitional and Interpretative Provisions
10
|
ARTICLE 2. Description of the Transaction
|
11
|
Section 2.01
|
The Merger
12
|
Section 2.02
|
Effect of the Merger
12
|
Section 2.03
|
Closing
12
|
Section 2.04
|
Effective Time
12
|
Section 2.05
|
Certificate of Incorporation and Bylaws; Directors and Officers
12
|
Section 2.06
|
Conversion of Shares
12
|
Section 2.07
|
Further Action
13
|
ARTICLE 3. Representations and Warranties of Indigo
|
13
|
Section 3.01
|
Corporate Existence and Power
13
|
Section 3.02
|
Corporate Authorization
13
|
Section 3.03
|
Governmental Authorization
14
|
Section 3.04
|
Non-contravention
14
|
Section 3.05
|
Capitalization; Subsidiaries; Indebtedness; Transaction Expenses
15
|
Section 3.06
|
Financial Statements; Accounts Receivable and Payable
15
|
Section 3.07
|
Absence of Certain Changes
16
|
Section 3.08
|
No Undisclosed Liabilities
17
|
Section 3.09
|
Material Contracts
18
|
Section 3.10
|
Compliance with Applicable Laws; Licenses and Permits
19
|
Section 3.11
|
Litigation
20
|
Section 3.12
|
Real Property
20
|
Section 3.13
|
Properties.
20
|
Section 3.14
|
Intellectual Property
21
|
Section 3.15
|
Significant Customers; Significant Providers
23
|
Section 3.16
|
Tax Matters
24
|
Section 3.17
|
Employees and Employee Benefit Plans
25
|
Section 3.18
|
Environmental Matters
26
|
Section 3.19
|
Finders' Fees
26
|
Section 3.20
|
Certain Transactions
27
|
Section 3.21
|
No Other Representations and Warranties
27
|
ARTICLE 4. Representations and Warranties of Parent and Merger Sub
|
27
|
Section 4.01
|
Corporate Existence and Power
27
|
Section 4.02
|
Corporate Authorization
27
|
Section 4.03
|
Governmental Authorization
27
|
Section 4.04
|
Non-contravention
28
|
Section 4.06
|
Finders' Fees
29
|
Section 4.07
|
Due Diligence Investigation
29
|
ARTICLE 5. Covenants of Indigo and the Company
|
29
|
Section 5.01
|
Conduct of the Company
29
|
Section 5.02
|
Stockholder Approval
31
|
Section 5.03
|
No Solicitation; Other Offers
31
|
Section 5.04
|
Access to Information
32
|
Section 5.05
|
Cooperation with Audit.
32
|
Section 5.06
|
Notices of Certain Events
33
|
Section 5.07
|
Intracompany Arrangements
33
|
Section 5.08
|
Minimum Cash.
33
|
ARTICLE 6. Additional Covenants of the Parties
|
33
|
Section 6.01
|
Appropriate Action; Consents; Filings
33
|
Section 6.02
|
Confidentiality; Public Announcements.
34
|
Section 6.03
|
Access to Records and Personnel.
35
|
Section 6.04
|
Employee Matters
37
|
Section 6.05
|
Contribution of Assets and Liabilities
39
|
Section 6.06
|
Financing
39
|
Section 6.07
|
Non-Compete
41
|
Section 6.08
|
Deletion of Code
43
|
Section 6.09
|
India Matters.
43
|
ARTICLE 7. Tax Matters
|
43
|
Section 7.01
|
Indigo's Consolidated Tax Returns
43
|
Section 7.02
|
Other Tax Returns
43
|
Section 7.03
|
Cooperation on Tax Matters
44
|
Section 7.04
|
Tax Refunds
44
|
Section 7.05
|
Transfer Taxes
44
|
Section 7.06
|
Certain Conduct
44
|
Section 7.07
|
Tax Sharing Agreements
44
|
Section 7.08
|
Waiver of Loss Carrybacks
44
|
ARTICLE 8. Conditions to the Merger
|
45
|
Section 8.01
|
Conditions to the Obligations of Each Party
45
|
Section 8.02
|
Conditions to the Obligations of Parent and Merger Sub
45
|
Section 8.03
|
Conditions to the Obligations of Indigo and the Company
46
|
ARTICLE 9. Termination
|
47
|
Section 9.01
|
Termination
47
|
Section 9.02
|
Effect of Termination
48
|
Section 10.01
|
Non-Survival of Representations and Warranties
49
|
Section 10.02
|
Notices
49
|
Section 10.03
|
Remedies; Specific Performance
.
50
|
Section 10.04
|
Amendments and Waivers
52
|
Section 10.05
|
Expenses; Indebtedness
53
|
Section 10.06
|
Binding Effect; Benefit; Assignment
53
|
Section 10.07
|
Governing Law
53
|
Section 10.08
|
Jurisdiction
53
|
Section 10.09
|
Waiver of Jury Trial
54
|
Section 10.10
|
Counterparts; Effectiveness
54
|
Section 10.11
|
Entire Agreement
54
|
Section 10.12
|
Further Assurances
54
|
Section 10.13
|
Severability
54
|
Section 10.14
|
Time is of the Essence
55
|
Term
|
Section
|
401(k) Plan
|
6.04(d)
|
Agreement
|
Preamble
|
Asset and Liability Transfer Agreements
|
6.05
|
Books and Records
|
6.03(c)
|
Business Competitor
|
6.07(b)
|
Business Real Property
|
3.12
|
Business Software
|
6.07(b)
|
Certificate of Merger
|
2.04
|
Closing
|
2.03
|
Closing Date
|
2.03
|
Company
|
Preamble
|
Company Board of Directors
|
Recitals
|
Company Securities
|
3.05(c)
|
Competing Business
|
6.07(b)
|
Confidential Information
|
6.03(e)
|
Confidentiality Agreement
|
6.02(a)
|
|
|
|
FANDANGO HOLDINGS CORPORATION
|
||
By:
|
/s/ P. HOLDEN SPAHT
|
|
|
Name:
|
Holden Spaht
|
|
Title:
|
President and Secretary
|
|
|
|
FANDANGO MERGER CORP.
|
||
By:
|
/s/ P. HOLDEN SPAHT
|
|
|
Name:
|
Holden Spaht
|
|
Title:
|
President and Secretary
|
|
|
|
INTUIT INC.
|
||
By:
|
/s/ R. NEIL WILLIAMS
|
|
|
Name:
|
R. Neil Williams
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
DIGITAL INSIGHT CORPORATION
|
||
By:
|
/s/ CECILIA MORKEN
|
|
|
Name:
|
CeCelia Morken
|
|
Title:
|
President
|
1.
|
Types of assets to be contributed from Indigo to Company if necessary to ensure the Company has full legal ownership of such assets at Closing
1
:
|
•
|
all Business Contracts and in-bound IP licenses exclusively used in the Business
|
•
|
all tangible personal property primarily used/held for use in the Business
|
•
|
all Company Technology and Company IP Rights
|
•
|
any and all Permits primarily used/held for use in the Business (to the extent such Permits are reasonably transferrable)
|
•
|
any claims/causes of action relating to any event or breach by a third party prior to the Closing Date
|
•
|
Other scheduled assets
|
2.
|
Types of liabilities to be contributed from Indigo to Company:
|
•
|
Liabilities or obligations under Business Contracts listed in Schedule 1.01(a) above.
|
•
|
Liabilities indentified in Section 3.14(d)(ii) of the Company Disclosure Schedule are incorporated herein.
|
1)
|
TTOB
|
2)
|
TTO
|
3)
|
Connectivity/OFX
|
4)
|
Mint Home and Business
|
5)
|
Mint PFM
|
6)
|
Customer Central
|
7)
|
Intuit Paper Trail
|
8)
|
Easy Bill
|
1)
|
Internet Banking (primary platform enabling online banking)
|
2)
|
Bill Pay
|
3)
|
Person to Person Payments
|
4)
|
ACH and Wire Payments
|
5)
|
Mobile (mobile banking platform for online banking solution, Web, SMS and Apps on mobile phones and tablets)
|
6)
|
Purchase Rewards (MFR partnership with Cardlytics)
|
7)
|
FinanceWorks (PFM application which leverages customer central for aggregation and categorization)
|
8)
|
Internet Banking Add-On Products
|
a.
|
MFA End-User Authentication
|
b.
|
Check Imaging/Online Statements
|
c.
|
Check Re-Ordering
|
d.
|
Co-Browse
|
e.
|
Telecommunications
|
f.
|
Credit Cards
|
g.
|
Funds Transfer - Bank to Bank
|
h.
|
Growth and Retention Services
|
i.
|
Promotion Manager Campaign Management
|
j.
|
New Account Opening
|
k.
|
Secure Forms
|
l.
|
Alerts
|
m.
|
Online Fraud
|
n.
|
Anti-Phishing
|
o.
|
Remote Deposits
|
p.
|
Web Hosting/Webcenter
|
q.
|
Management Counsel - Admin Platform
|
r.
|
Host Connectivity (DPV Interface)
|
s.
|
Implementation & Professional Service
|
t.
|
Training Services
|
u.
|
Pre Production Sites
|
Entity
|
Formation
|
AisleBuyer, LLC
|
Delaware
|
Apps.com, Inc.
|
Delaware
|
CBS Corporate Services, Inc.
|
Texas
|
CBS Employer Services, Inc.
|
Texas
|
CBS Properties, Inc.
|
Texas
|
Computing Resources, Inc.
|
Nevada
|
Dallas Innovative Merchant Solutions, LLC
|
Texas
|
Demandforce, Inc.
|
California
|
Electronic Clearing House, Inc.
|
Nevada
|
EmployeeMatters Insurance Agency, Inc.
|
Connecticut
|
Fifo Pty Limited
|
Australia
|
INTU Holdings, Ltd.
|
Mauritius
|
Intuit Administrative Services, Inc.
|
Delaware
|
Intuit Australia Pty Limited
|
Australia
|
Intuit Canada Tax ULC
|
Canada
|
Intuit Canada ULC
|
Canada
|
Intuit Consumer Group Inc.
|
California
|
Intuit Distribution Inc.
|
California
|
Intuit Do-It-Yourself Payroll
|
California
|
Intuit Holding Ltd
|
United Kingdom
|
Intuit India Product Development Centre Private Ltd.
|
India
|
Intuit India Software Solutions Private Limited
|
India
|
Intuit Insurance Services Inc.
|
California
|
Intuit Limited
|
United Kingdom
|
Intuit Payment Solutions, LLC
|
California
|
Intuit Payments Inc.
|
Delaware
|
Intuit Payroll Holding, LLC
|
Delaware
|
Intuit Payroll Services, LLC
|
Delaware
|
Intuit Singapore Pte. Limited
|
Singapore
|
Intuit Technology Services Private Limited
|
India
|
Investment Solution Inc.
|
Delaware
|
Lacerte Software Corporation
|
Delaware
|
Lion's Partners, LLC
|
Delaware
|
MedFusion, Inc.
|
Delaware
|
MerchantAmerica, Inc.
|
California
|
Mint Software Inc.
|
Delaware
|
Nuance Data, Inc.
|
Delaware
|
PayCycle, Inc.
|
Delaware
|
Payroll Solution, Inc.
|
Texas
|
Quicken Investment Services, Inc.
|
Delaware
|
Quincy Data Center, LLC
|
Washington
|
SecureTax.com, Inc.
|
Delaware
|
Superior Bankcard Service LLC
|
Delaware
|
XpressCheX, Inc.
|
California
|
|
|
|
Form S-8 No.
|
|
Plan
|
333-16829
|
|
Intuit Inc. 1996 Directors Stock Option Plan; Intuit Inc. 1996 Employee Stock Purchase Plan
|
|
|
|
333-45277
|
|
Intuit Inc. 1996 Directors Stock Option Plan
|
|
|
|
333-51698
|
|
Intuit Inc. 1996 Directors Stock Option Plan
|
|
|
|
333-71101
|
|
Intuit Inc. 1996 Directors Stock Option Plan
|
|
|
|
333-81324
|
|
Intuit Inc. 1996 Directors Stock Option Plan
|
|
|
|
333-81328
|
|
Intuit Inc. 1996 Employee Stock Purchase Plan
|
|
|
|
333-92513
|
|
Intuit Inc. 1996 Employee Stock Purchase Plan
|
|
|
|
333-92515
|
|
Intuit Inc. 1996 Directors Stock Plan
|
|
|
|
333-102213
|
|
Intuit Inc. 2002 Equity Incentive Plan; Intuit Inc. 1996 Employee Stock Purchase Plan; Intuit Inc. 1996 Director Stock Option Plan
|
|
|
|
333-112170
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-130453
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-137352
|
|
StepUp Commerce, Inc. 2004 Stock Incentive Plan
|
|
|
|
333-139452
|
|
Intuit Inc. 2005 Equity Incentive Plan; Intuit Inc. Employee Stock Purchase Plan
|
|
|
|
333-140568
|
|
Digital Insight Corporation 1997 Stock Plan; Digital Insight Corporation 1999 Stock Incentive Plan; 1997 Stock Plan of AnyTime Access, Inc.
|
|
|
|
333-148112
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-148580
|
|
Homestead.com Incorporated 1996 Stock Option Plan; Homestead Technologies Inc. 2006 Equity Incentive Plan
|
|
|
|
333-156205
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-161044
|
|
PayCycle, Inc. 1999 Equity Incentive Plan
|
|
|
|
333-163145
|
|
Mint Software Inc. Third Amended and Restated 2006 Stock Plan
|
|
|
|
Form S-8 No.
|
|
Plan
|
333-163728
|
|
Intuit Inc. 2005 Equity Incentive Plan; Intuit Inc. Employee Stock Purchase Plan
|
|
|
|
333-171768
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan
|
|
|
|
333-179110
|
|
Intuit Inc. Employee Stock Purchase Plan
|
|
|
|
333-181732
|
|
Demandforce, Inc. 2007 Equity Incentive Plan
|
|
|
|
|
|
|
Form S-3 No.
|
|
Prospectus
|
333-50417
|
|
$500,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
333-63739
|
|
$500,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
333-54610
|
|
$1,000,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
|
|
|
Form S-4 No.
|
|
Prospectus
|
333-71097
|
|
$500,000,000 in the aggregate of common stock
|
/s/ ERNST & YOUNG LLP
|
||
San Jose, California
|
||
September 13, 2013
|
1.
|
I have reviewed this annual report on Form 10-K of Intuit Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Intuit Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
•
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ BRAD D. SMITH
|
|
Brad D. Smith
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
September 13, 2013
|
•
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ R. NEIL WILLIAMS
|
|
R. Neil Williams
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
September 13, 2013
|