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þ
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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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•
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Improving financial strength – Helping consumers make and save money and small businesses to grow and profit.
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•
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Increasing productivity – Turning drudgery into time for what matters most.
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•
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Maintaining compliance – Helping customers comply with regulations.
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•
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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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QuickBooks financial and business management online services and desktop software for small businesses and the accounting professionals who serve small businesses.
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Small business payroll and employee management products and services.
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Payment processing services for small businesses, including merchant services such as credit and debit card processing; Web-based transaction processing services for online merchants; secure online payments for small businesses and their customers through the Intuit Payment Network; and GoPayment mobile payment processing services.
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Demandforce, which provides online marketing and customer communication solutions for small businesses.
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•
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Consumer Tax includes TurboTax income tax preparation products and services.
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•
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Consumer Ecosystem includes our personal finance offerings, Quicken, Mint, and Check.
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•
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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.
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•
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Creating network effect platforms – we call it “Enabling the contributions of others.”
We expect to solve problems faster and more efficiently for our growing customer base 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.
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•
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Leveraging our data for our customers' benefit – we call it “Using data to create delight.”
Our customers generate 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
2014
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Fiscal
2013
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Fiscal
2012
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|||
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Small Business segment
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50
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%
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49
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%
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47
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%
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Consumer Tax product line
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37
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%
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37
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%
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39
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%
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Professional Tax segment
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9
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%
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10
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%
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10
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%
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•
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QuickBooks Basic Payroll, which provides payroll tax tables and payroll reports;
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•
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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; and
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•
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QuickBooks Enhanced Payroll for Accountants, which has several accountant-specific features in addition to the features in QuickBooks Enhanced Payroll.
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•
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our expectations and beliefs regarding future conduct and growth of the business;
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•
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our beliefs and expectations regarding seasonality, competition and other trends that affect our business;
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•
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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;
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•
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our expectation that we will invest significant resources in our product development, marketing and sales capabilities;
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•
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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;
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•
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our expectation that we will generate significant cash from operations;
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our expectations regarding the development of future products, services, business models and technology platforms and our research and development efforts;
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•
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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;
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•
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our belief that the investments we hold are not other-than-temporarily impaired;
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•
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our belief that our exposure to currency exchange fluctuation risk will not be significant in the future;
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•
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our assessments and estimates that determine our effective tax rate;
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•
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our belief that our income tax valuation allowance is sufficient;
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•
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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;
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•
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our belief that we will not need funds generated from foreign operations to fund our domestic operations;
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•
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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;
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•
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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;
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•
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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;
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•
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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.
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•
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trade barriers and changes in trade regulations;
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difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
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•
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stringent local labor laws and regulations;
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•
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credit risk and higher levels of payment fraud;
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•
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profit repatriation restrictions, and foreign currency exchange restrictions;
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•
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political or social unrest, economic instability, repression, or human rights issues;
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•
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geopolitical events, including natural disasters, acts of war and terrorism;
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•
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import or export regulations;
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•
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compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government officials;
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•
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antitrust and competition regulations;
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•
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potentially adverse tax developments;
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•
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economic uncertainties relating to European sovereign and other debt;
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•
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different, uncertain or more stringent user protection, data protection, privacy and other laws; and
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•
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risks related to other government regulation or required compliance with local laws.
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•
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inability to successfully integrate the acquired technology and operations into our business and maintain uniform standards, controls, policies, and procedures;
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•
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inability to realize synergies expected to result from an acquisition;
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disruption of our ongoing business and distraction of management;
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•
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challenges retaining the key employees, customers, resellers and other business partners of the acquired operation;
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the internal control environment of an acquired entity may not be consistent with our standards and may require significant time and resources to improve;
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unidentified issues not discovered in our due diligence process, including product or service quality issues, intellectual property issues and legal contingencies;
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failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;
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in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries.
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inability to find potential buyers on favorable terms;
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failure to effectively transfer liabilities, contracts, facilities and employees to buyers;
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requirements that we retain or indemnify buyers against certain liabilities and obligations in connection with any such divestiture;
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the possibility that we will become subject to third-party claims arising out of such divestiture;
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challenges in identifying and separating the intellectual properties to be divested from the intellectual properties that we wish to retain;
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•
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inability to reduce fixed costs previously associated with the divested assets or business;
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challenges in collecting the proceeds from any divestiture;
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•
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disruption of our ongoing business and distraction of management;
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•
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loss of key employees who leave the Company as a result of a divestiture
;
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•
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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.
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increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
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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
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limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries.
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Location
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Purpose
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Approximate
Square
Feet
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Principal
Lease
Expiration
Dates
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Mountain View and Menlo Park, California
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Corporate headquarters and principal offices for Small Business segment and Consumer Ecosystem business
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889,000
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2024 - 2026
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San Diego, California
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Principal offices for Consumer Tax business
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466,000
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2017
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Bangalore, India
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Principal offices for Intuit India
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359,000
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2015 - 2022
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Quincy, Washington
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Primary data center
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240,000
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Owned
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Woodland Hills, California
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Principal offices for Small Business payment solutions business
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168,000
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2018
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Plano, Texas
|
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Principal offices for Professional Tax segment and data center
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|
166,000
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|
2026
|
|
High
|
|
Low
|
Fiscal year ended July 31, 2013
|
|
|
|
First quarter
|
$61.70
|
|
$57.09
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Second quarter
|
64.47
|
|
57.60
|
Third quarter
|
68.41
|
|
55.54
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Fourth quarter
|
65.73
|
|
56.74
|
|
|
|
|
Fiscal year ended July 31, 2014
|
|
|
|
First quarter
|
$71.97
|
|
$61.50
|
Second quarter
|
77.78
|
|
70.81
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Third quarter
|
82.40
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|
69.02
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Fourth quarter
|
83.54
|
|
73.50
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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
|
||||
|
|
|
|
|
|
|
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|
||||
May 1, 2014 through May 31, 2014
|
|
882,343
|
|
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$76.29
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|
882,343
|
|
|
|
$1,955,231,114
|
|
June 1, 2014 through June 30, 2014
|
|
1,077,843
|
|
|
$78.99
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|
1,077,843
|
|
|
|
$1,870,088,800
|
|
July 1, 2014 through July 31, 2014
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$1,870,088,800
|
|
Total
|
|
1,960,186
|
|
|
$77.78
|
|
1,960,186
|
|
|
|
|
July 31, 2009
|
|
July 31, 2010
|
|
July 31, 2011
|
|
July 31, 2012
|
|
July 31, 2013
|
|
July 31, 2014
|
||||||||||||
Intuit Inc.
|
$
|
100.00
|
|
|
$
|
133.84
|
|
|
$
|
157.24
|
|
|
$
|
197.53
|
|
|
$
|
220.00
|
|
|
$
|
285.04
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
113.83
|
|
|
$
|
136.21
|
|
|
$
|
148.64
|
|
|
$
|
185.80
|
|
|
$
|
217.28
|
|
Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
113.68
|
|
|
$
|
139.39
|
|
|
$
|
155.12
|
|
|
$
|
164.45
|
|
|
$
|
210.75
|
|
Consolidated Statement of Operations Data
|
Fiscal
|
||||||||||||||||||
(In millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
4,506
|
|
|
$
|
4,171
|
|
|
$
|
3,808
|
|
|
$
|
3,449
|
|
|
$
|
3,091
|
|
Total costs and expenses
|
3,192
|
|
|
2,938
|
|
|
2,640
|
|
|
2,367
|
|
|
2,161
|
|
|||||
Operating income from continuing operations
|
1,314
|
|
|
1,233
|
|
|
1,168
|
|
|
1,082
|
|
|
930
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total share-based compensation expense included in total costs and expenses
|
204
|
|
|
184
|
|
|
159
|
|
|
144
|
|
|
126
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
861
|
|
|
823
|
|
|
764
|
|
|
688
|
|
|
579
|
|
|||||
Net income (loss) from discontinued operations
|
46
|
|
|
35
|
|
|
28
|
|
|
(54
|
)
|
|
(5
|
)
|
|||||
Net income
|
907
|
|
|
858
|
|
|
792
|
|
|
634
|
|
|
574
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share from continuing operations
|
$
|
3.02
|
|
|
$
|
2.78
|
|
|
$
|
2.58
|
|
|
$
|
2.24
|
|
|
$
|
1.83
|
|
Basic net income (loss) per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|
(0.18
|
)
|
|
(0.01
|
)
|
|||||
Basic net income per share
|
$
|
3.18
|
|
|
$
|
2.89
|
|
|
$
|
2.67
|
|
|
$
|
2.06
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share from continuing operations
|
$
|
2.96
|
|
|
$
|
2.72
|
|
|
$
|
2.51
|
|
|
$
|
2.17
|
|
|
$
|
1.78
|
|
Diluted net income(loss) per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|
(0.17
|
)
|
|
(0.01
|
)
|
|||||
Diluted net income per share
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
$
|
2.00
|
|
|
$
|
1.77
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated Balance Sheet Data
|
At July 31,
|
||||||||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments
|
$
|
1,914
|
|
|
$
|
1,661
|
|
|
$
|
744
|
|
|
$
|
1,421
|
|
|
$
|
1,622
|
|
Long-term investments
|
31
|
|
|
83
|
|
|
75
|
|
|
63
|
|
|
91
|
|
|||||
Working capital
|
1,200
|
|
|
1,116
|
|
|
258
|
|
|
449
|
|
|
1,074
|
|
|||||
Total assets
|
5,201
|
|
|
5,486
|
|
|
4,684
|
|
|
5,110
|
|
|
5,198
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|||||
Long-term debt
|
499
|
|
|
499
|
|
|
499
|
|
|
499
|
|
|
998
|
|
|||||
Other long-term obligations
|
203
|
|
|
167
|
|
|
166
|
|
|
175
|
|
|
143
|
|
|||||
Total stockholders’ equity
|
3,078
|
|
|
3,531
|
|
|
2,744
|
|
|
2,616
|
|
|
2,821
|
|
•
|
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.
|
•
|
Revenue Recognition
|
•
|
Business Combinations
|
•
|
Goodwill, Acquired Intangible Assets, and Other Long-Lived Assets – Impairment Assessments
|
•
|
Accounting for Share-Based Compensation Plans
|
•
|
Legal Contingencies
|
•
|
Accounting for Income Taxes
– Estimates of Deferred Taxes, Valuation Allowances, and Uncertain Tax Positions
|
(Dollars in millions, except per share amounts)
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
|
2014-2013
% Change
|
|
2013-2012
% Change
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
|
$4,506
|
|
|
|
$4,171
|
|
|
|
$3,808
|
|
|
8
|
%
|
|
10
|
%
|
Operating income from continuing operations
|
1,314
|
|
|
1,233
|
|
|
1,168
|
|
|
7
|
%
|
|
6
|
%
|
|||
Net income from continuing operations
|
861
|
|
|
823
|
|
|
764
|
|
|
5
|
%
|
|
8
|
%
|
|||
Diluted net income per share from continuing operations
|
|
$2.96
|
|
|
|
$2.72
|
|
|
|
$2.51
|
|
|
9
|
%
|
|
8
|
%
|
(Dollars in millions)
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
|
2014-2013
% Change
|
|
2013-2012
% Change
|
||||||||
Product revenue
|
$
|
851
|
|
|
$
|
849
|
|
|
$
|
811
|
|
|
|
|
|
||
Service and other revenue
|
1,402
|
|
|
1,208
|
|
|
968
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
2,253
|
|
|
$
|
2,057
|
|
|
$
|
1,779
|
|
|
10
|
%
|
|
16
|
%
|
% of total revenue
|
50
|
%
|
|
49
|
%
|
|
47
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
843
|
|
|
$
|
800
|
|
|
$
|
712
|
|
|
5
|
%
|
|
13
|
%
|
% of related revenue
|
37
|
%
|
|
39
|
%
|
|
40
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
|
2014-2013
% Change
|
|
2013-2012
% Change
|
||||||||
Product revenue
|
$
|
309
|
|
|
$
|
324
|
|
|
$
|
334
|
|
|
|
|
|
||
Service and other revenue
|
1,522
|
|
|
1,384
|
|
|
1,307
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
1,831
|
|
|
$
|
1,708
|
|
|
$
|
1,641
|
|
|
7
|
%
|
|
4
|
%
|
% of total revenue
|
41
|
%
|
|
41
|
%
|
|
43
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
1,139
|
|
|
$
|
1,035
|
|
|
$
|
965
|
|
|
10
|
%
|
|
7
|
%
|
% of related revenue
|
62
|
%
|
|
61
|
%
|
|
59
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
|
2014-2013
% Change
|
|
2013-2012
% Change
|
||||||||
Product revenue
|
$
|
362
|
|
|
$
|
342
|
|
|
$
|
334
|
|
|
|
|
|
||
Service and other revenue
|
60
|
|
|
64
|
|
|
54
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
422
|
|
|
$
|
406
|
|
|
$
|
388
|
|
|
4
|
%
|
|
5
|
%
|
% of total revenue
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
268
|
|
|
$
|
260
|
|
|
$
|
248
|
|
|
4
|
%
|
|
4
|
%
|
% of related revenue
|
64
|
%
|
|
64
|
%
|
|
64
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2014
|
|
% of
Related
Revenue
|
|
Fiscal
2013
|
|
% of
Related
Revenue
|
|
Fiscal
2012
|
|
% of
Related
Revenue
|
|||||||||
Cost of product revenue
|
$
|
141
|
|
|
9
|
%
|
|
$
|
130
|
|
|
9
|
%
|
|
$
|
146
|
|
|
10
|
%
|
Cost of service and other revenue
|
501
|
|
|
17
|
%
|
|
429
|
|
|
16
|
%
|
|
429
|
|
|
18
|
%
|
|||
Amortization of acquired technology
|
26
|
|
|
n/a
|
|
|
18
|
|
|
n/a
|
|
|
10
|
|
|
n/a
|
|
|||
Total cost of revenue
|
$
|
668
|
|
|
15
|
%
|
|
$
|
577
|
|
|
14
|
%
|
|
$
|
585
|
|
|
15
|
%
|
(Dollars in millions)
|
Fiscal
2014
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2013
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2012
|
|
% of
Total
Net
Revenue
|
|||||||||
Selling and marketing
|
$
|
1,281
|
|
|
29
|
%
|
|
$
|
1,219
|
|
|
29
|
%
|
|
$
|
1,033
|
|
|
27
|
%
|
Research and development
|
758
|
|
|
17
|
%
|
|
685
|
|
|
17
|
%
|
|
618
|
|
|
16
|
%
|
|||
General and administrative
|
465
|
|
|
10
|
%
|
|
422
|
|
|
10
|
%
|
|
381
|
|
|
10
|
%
|
|||
Amortization of other purchased intangible assets
|
20
|
|
|
—
|
%
|
|
35
|
|
|
1
|
%
|
|
23
|
|
|
1
|
%
|
|||
Total operating expenses
|
$
|
2,524
|
|
|
56
|
%
|
|
$
|
2,361
|
|
|
57
|
%
|
|
$
|
2,055
|
|
|
54
|
%
|
(In millions)
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||||
Interest income
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
9
|
|
Net gains on executive deferred compensation plan assets
|
6
|
|
|
7
|
|
|
—
|
|
|||
Gain on sale of available-for-sale equity security
|
21
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of stock warrants
|
—
|
|
|
—
|
|
|
10
|
|
|||
Other
|
(2
|
)
|
|
(3
|
)
|
|
1
|
|
|||
Total interest and other income, net
|
$
|
31
|
|
|
$
|
7
|
|
|
$
|
20
|
|
(Dollars in millions)
|
July 31,
2014 |
|
July 31,
2013 |
|
$
Change
|
|
%
Change
|
|||||||
Cash, cash equivalents and investments
|
$
|
1,914
|
|
|
$
|
1,661
|
|
|
$
|
253
|
|
|
15
|
%
|
Long-term investments
|
31
|
|
|
83
|
|
|
(52
|
)
|
|
(63
|
)%
|
|||
Long-term debt
|
499
|
|
|
499
|
|
|
—
|
|
|
—
|
%
|
|||
Working capital
|
1,200
|
|
|
1,116
|
|
|
84
|
|
|
8
|
%
|
|||
Ratio of current assets to current liabilities
|
1.8 : 1
|
|
|
1.9 : 1
|
|
|
|
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,446
|
|
|
$
|
1,366
|
|
|
$
|
1,246
|
|
Investing activities
|
(49
|
)
|
|
(485
|
)
|
|
(225
|
)
|
|||
Financing activities
|
(1,551
|
)
|
|
(262
|
)
|
|
(1,344
|
)
|
|||
Effect of exchange rate changes on cash
|
(6
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(160
|
)
|
|
$
|
616
|
|
|
$
|
(329
|
)
|
|
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
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Senior unsecured notes
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Interest and fees due on long-term obligations
|
29
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
License fee payable (1)
|
10
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
50
|
|
|||||
Operating leases (2)
|
72
|
|
|
138
|
|
|
100
|
|
|
260
|
|
|
570
|
|
|||||
Purchase obligations (3)
|
30
|
|
|
28
|
|
|
61
|
|
|
1
|
|
|
120
|
|
|||||
Total contractual obligations (4)
|
$
|
204
|
|
|
$
|
744
|
|
|
$
|
181
|
|
|
$
|
261
|
|
|
$
|
1,390
|
|
(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 9 to the financial statements in Item 8 of this Annual Report for more information.
|
(2)
|
Includes operating leases for facilities and equipment. We had no significant capital leases at
July 31, 2014
.
|
(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.
|
(4)
|
Other long-term obligations on our balance sheet at
July 31, 2014
included non-current income tax liabilities of $
32 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)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and
Thereafter
|
|
Total
|
||||||||||||||
Cash equivalents
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652
|
|
Investments
|
363
|
|
|
443
|
|
|
303
|
|
|
12
|
|
|
4
|
|
|
84
|
|
|
1,209
|
|
|||||||
Long-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|||||||
Total
|
$
|
1,015
|
|
|
$
|
443
|
|
|
$
|
303
|
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
105
|
|
|
$
|
1,882
|
|
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)
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
1,522
|
|
|
$
|
1,515
|
|
|
$
|
1,479
|
|
Service and other
|
2,984
|
|
|
2,656
|
|
|
2,329
|
|
|||
Total net revenue
|
4,506
|
|
|
4,171
|
|
|
3,808
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product revenue
|
141
|
|
|
130
|
|
|
146
|
|
|||
Cost of service and other revenue
|
501
|
|
|
429
|
|
|
429
|
|
|||
Amortization of acquired technology
|
26
|
|
|
18
|
|
|
10
|
|
|||
Selling and marketing
|
1,281
|
|
|
1,219
|
|
|
1,033
|
|
|||
Research and development
|
758
|
|
|
685
|
|
|
618
|
|
|||
General and administrative
|
465
|
|
|
422
|
|
|
381
|
|
|||
Amortization of other acquired intangible assets
|
20
|
|
|
35
|
|
|
23
|
|
|||
Total costs and expenses
|
3,192
|
|
|
2,938
|
|
|
2,640
|
|
|||
Operating income from continuing operations
|
1,314
|
|
|
1,233
|
|
|
1,168
|
|
|||
Interest expense
|
(31
|
)
|
|
(30
|
)
|
|
(50
|
)
|
|||
Interest and other income, net
|
31
|
|
|
7
|
|
|
20
|
|
|||
Income from continuing operations before income taxes
|
1,314
|
|
|
1,210
|
|
|
1,138
|
|
|||
Income tax provision
|
453
|
|
|
387
|
|
|
374
|
|
|||
Net income from continuing operations
|
861
|
|
|
823
|
|
|
764
|
|
|||
Net income from discontinued operations
|
46
|
|
|
35
|
|
|
28
|
|
|||
Net income
|
$
|
907
|
|
|
$
|
858
|
|
|
$
|
792
|
|
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
3.02
|
|
|
$
|
2.78
|
|
|
$
|
2.58
|
|
Basic net income per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|||
Basic net income per share
|
$
|
3.18
|
|
|
$
|
2.89
|
|
|
$
|
2.67
|
|
Shares used in basic per share calculations
|
285
|
|
|
297
|
|
|
296
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share from continuing operations
|
$
|
2.96
|
|
|
$
|
2.72
|
|
|
$
|
2.51
|
|
Diluted net income per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|||
Diluted net income per share
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
$
|
2.60
|
|
Shares used in diluted per share calculations
|
291
|
|
|
303
|
|
|
305
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per common share
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
907
|
|
|
$
|
858
|
|
|
$
|
792
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available-for-sale debt securities
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Unrealized gains (losses) on available-for-sale equity security
|
(5
|
)
|
|
—
|
|
|
18
|
|
|||
Realized gain reclassified to net income (1)
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation losses
|
(5
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
Total other comprehensive income (loss), net
|
(22
|
)
|
|
(5
|
)
|
|
10
|
|
|||
Comprehensive income
|
$
|
885
|
|
|
$
|
853
|
|
|
$
|
802
|
|
(1)
|
Includes
$21 million
of realized gain on available-for-sale equity security reclassified into interest and other income, net on the consolidated statements of operations and
$8 million
of related income taxes.
|
|
July 31,
|
||||||
(Dollars in millions, except par value; shares in thousands)
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
849
|
|
|
$
|
1,009
|
|
Investments
|
1,065
|
|
|
652
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $43 and $38
|
134
|
|
|
130
|
|
||
Income taxes receivable
|
35
|
|
|
62
|
|
||
Deferred income taxes
|
133
|
|
|
166
|
|
||
Prepaid expenses and other current assets
|
116
|
|
|
98
|
|
||
Current assets of discontinued operations
|
—
|
|
|
44
|
|
||
Current assets before funds held for customers
|
2,332
|
|
|
2,161
|
|
||
Funds held for customers
|
289
|
|
|
235
|
|
||
Total current assets
|
2,621
|
|
|
2,396
|
|
||
Long-term investments
|
31
|
|
|
83
|
|
||
Property and equipment, net
|
606
|
|
|
555
|
|
||
Goodwill
|
1,635
|
|
|
1,246
|
|
||
Acquired intangible assets, net
|
199
|
|
|
149
|
|
||
Other assets
|
109
|
|
|
102
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
955
|
|
||
Total assets
|
$
|
5,201
|
|
|
$
|
5,486
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
161
|
|
|
$
|
137
|
|
Accrued compensation and related liabilities
|
278
|
|
|
218
|
|
||
Deferred revenue
|
526
|
|
|
495
|
|
||
Other current liabilities
|
167
|
|
|
156
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
39
|
|
||
Current liabilities before customer fund deposits
|
1,132
|
|
|
1,045
|
|
||
Customer fund deposits
|
289
|
|
|
235
|
|
||
Total current liabilities
|
1,421
|
|
|
1,280
|
|
||
Long-term debt
|
499
|
|
|
499
|
|
||
Other long-term obligations
|
203
|
|
|
167
|
|
||
Long-term obligations of discontinued operations
|
—
|
|
|
9
|
|
||
Total liabilities
|
2,123
|
|
|
1,955
|
|
||
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 - 284,950 shares at July 31, 2014 and 299,503 shares at July 31, 2013
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
3,558
|
|
|
3,198
|
|
||
Treasury stock, at cost
|
(6,430
|
)
|
|
(4,952
|
)
|
||
Accumulated other comprehensive income (loss)
|
(2
|
)
|
|
20
|
|
||
Retained earnings
|
5,949
|
|
|
5,262
|
|
||
Total stockholders’ equity
|
3,078
|
|
|
3,531
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,201
|
|
|
$
|
5,486
|
|
|
Common Stock
|
Additional
Paid-In Capital
|
Treasury Stock
|
Accumulated
Other
Comprehensive Income (Loss)
|
Retained Earnings
|
Total
Stockholders’ Equity
|
||||||||||||||
(Dollars in millions, shares in thousands)
|
Shares
|
Amount
|
||||||||||||||||||
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
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
907
|
|
885
|
|
||||||
Issuance of stock under employee stock plans
|
7,914
|
|
—
|
|
74
|
|
99
|
|
—
|
|
—
|
|
173
|
|
||||||
Stock repurchases under stock repurchase programs
|
(22,467
|
)
|
—
|
|
—
|
|
(1,577
|
)
|
—
|
|
—
|
|
(1,577
|
)
|
||||||
Cash dividends declared ($0.76 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(220
|
)
|
(220
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
82
|
|
—
|
|
—
|
|
—
|
|
82
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
204
|
|
—
|
|
—
|
|
—
|
|
204
|
|
||||||
Balance at July 31, 2014
|
284,950
|
|
$
|
3
|
|
$
|
3,558
|
|
$
|
(6,430
|
)
|
$
|
(2
|
)
|
$
|
5,949
|
|
$
|
3,078
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
907
|
|
|
$
|
858
|
|
|
$
|
792
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
144
|
|
|
166
|
|
|
171
|
|
|||
Amortization of acquired intangible assets
|
53
|
|
|
66
|
|
|
71
|
|
|||
Goodwill and intangible asset impairment charge
|
—
|
|
|
46
|
|
|
—
|
|
|||
Share-based compensation expense
|
204
|
|
|
195
|
|
|
169
|
|
|||
Pre-tax gain on sale of discontinued operations (1)
|
(40
|
)
|
|
(53
|
)
|
|
—
|
|
|||
Net realized gain on sale of available-for-sale equity securities
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
93
|
|
|
13
|
|
|
(62
|
)
|
|||
Tax benefit from share-based compensation plans
|
82
|
|
|
69
|
|
|
71
|
|
|||
Excess tax benefit from share-based compensation plans
|
(82
|
)
|
|
(69
|
)
|
|
(70
|
)
|
|||
Other
|
24
|
|
|
19
|
|
|
11
|
|
|||
Total adjustments
|
457
|
|
|
452
|
|
|
361
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(5
|
)
|
|
12
|
|
|
(10
|
)
|
|||
Income taxes receivable
|
27
|
|
|
(9
|
)
|
|
19
|
|
|||
Prepaid expenses and other assets
|
(14
|
)
|
|
(33
|
)
|
|
12
|
|
|||
Accounts payable
|
15
|
|
|
4
|
|
|
19
|
|
|||
Accrued compensation and related liabilities
|
43
|
|
|
8
|
|
|
17
|
|
|||
Deferred revenue
|
15
|
|
|
62
|
|
|
38
|
|
|||
Other liabilities
|
1
|
|
|
12
|
|
|
(2
|
)
|
|||
Total changes in operating assets and liabilities
|
82
|
|
|
56
|
|
|
93
|
|
|||
Net cash provided by operating activities
|
1,446
|
|
|
1,366
|
|
|
1,246
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of available-for-sale debt securities
|
(1,334
|
)
|
|
(869
|
)
|
|
(669
|
)
|
|||
Sales of available-for-sale debt securities
|
346
|
|
|
333
|
|
|
840
|
|
|||
Maturities of available-for-sale debt securities
|
567
|
|
|
228
|
|
|
178
|
|
|||
Net change in money market funds and other cash equivalents held to satisfy customer fund obligations
|
(54
|
)
|
|
55
|
|
|
124
|
|
|||
Net change in customer fund deposits
|
54
|
|
|
(55
|
)
|
|
(124
|
)
|
|||
Proceeds from the sale of available-for-sale equity securities
|
26
|
|
|
—
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(104
|
)
|
|
(129
|
)
|
|
(135
|
)
|
|||
Capitalization of internal use software
|
(82
|
)
|
|
(66
|
)
|
|
(51
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(471
|
)
|
|
(17
|
)
|
|
(392
|
)
|
|||
Acquisitions of intangible assets
|
(15
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Proceeds from divestiture of businesses
|
1,025
|
|
|
60
|
|
|
—
|
|
|||
Other
|
(7
|
)
|
|
(11
|
)
|
|
14
|
|
|||
Net cash used in investing activities
|
(49
|
)
|
|
(485
|
)
|
|
(225
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||
Net proceeds from issuance of stock under employee stock plans
|
165
|
|
|
165
|
|
|
164
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Purchases of treasury stock
|
(1,577
|
)
|
|
(292
|
)
|
|
(900
|
)
|
|||
Cash dividends paid to stockholders
|
(220
|
)
|
|
(203
|
)
|
|
(178
|
)
|
|||
Excess tax benefit from share-based compensation plans
|
82
|
|
|
69
|
|
|
70
|
|
|||
Other
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(1,551
|
)
|
|
(262
|
)
|
|
(1,344
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(6
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(160
|
)
|
|
616
|
|
|
(329
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,009
|
|
|
393
|
|
|
722
|
|
|||
Cash and cash equivalents at end of period
|
$
|
849
|
|
|
$
|
1,009
|
|
|
$
|
393
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
60
|
|
Income taxes paid
|
$
|
240
|
|
|
$
|
309
|
|
|
$
|
312
|
|
(1)
|
Because the cash flows of our Intuit Financial Services, Intuit Health, and Intuit Websites 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 gains on the disposals on these statements of cash flows. See Note 7,
“Discontinued Operations,”
for more information.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
861
|
|
|
$
|
823
|
|
|
$
|
764
|
|
Net income from discontinued operations
|
46
|
|
|
35
|
|
|
28
|
|
|||
Net income
|
$
|
907
|
|
|
$
|
858
|
|
|
$
|
792
|
|
Denominator:
|
|
|
|
|
|
||||||
Shares used in basic per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
285
|
|
|
297
|
|
|
296
|
|
|||
Shares used in diluted per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
285
|
|
|
297
|
|
|
296
|
|
|||
Dilutive common equivalent shares from stock options and restricted stock awards
|
6
|
|
|
6
|
|
|
9
|
|
|||
Dilutive weighted average common shares outstanding
|
291
|
|
|
303
|
|
|
305
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per share:
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
3.02
|
|
|
$
|
2.78
|
|
|
$
|
2.58
|
|
Basic net income per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|||
Basic net income per share
|
$
|
3.18
|
|
|
$
|
2.89
|
|
|
$
|
2.67
|
|
Diluted net income per share from continuing operations
|
$
|
2.96
|
|
|
$
|
2.72
|
|
|
$
|
2.51
|
|
Diluted net income per share from discontinued operations
|
0.16
|
|
|
0.11
|
|
|
0.09
|
|
|||
Diluted net income per share
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
|
|
|
|
|
||||||
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: quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3
uses one or more unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.
|
|
At July 31, 2014
|
|
At July 31, 2013
|
||||||||||||||||||||||||||||
(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
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652
|
|
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal bonds
|
—
|
|
|
701
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
489
|
|
|
—
|
|
|
489
|
|
||||||||
Municipal auction rate securities
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
||||||||
Corporate notes
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||||||
U.S. agency securities
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||||||
Available-for-sale corporate equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||||
Total available-for-sale securities
|
—
|
|
|
1,209
|
|
|
21
|
|
|
1,230
|
|
|
33
|
|
|
827
|
|
|
33
|
|
|
893
|
|
||||||||
Total assets measured at fair value on a recurring basis
|
$
|
652
|
|
|
$
|
1,209
|
|
|
$
|
21
|
|
|
$
|
1,882
|
|
|
$
|
950
|
|
|
$
|
827
|
|
|
$
|
33
|
|
|
$
|
1,810
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes (1)
|
$
|
—
|
|
|
$
|
556
|
|
|
$
|
—
|
|
|
$
|
556
|
|
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
560
|
|
(1)
|
Carrying value on our balance sheets at
July 31, 2014
was
$499
million and at
July 31, 2013
was
$499
million. See Note 9.
|
|
At July 31, 2014
|
|
At July 31, 2013
|
||||||||||||||||||||||||||||
(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
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
857
|
|
In funds held for customers
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||||
Total cash and cash equivalents
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652
|
|
|
$
|
917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
In investments
|
$
|
—
|
|
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
652
|
|
In funds held for customers
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
||||||||
In long-term investments
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
66
|
|
||||||||
Total available-for-sale securities
|
$
|
—
|
|
|
$
|
1,209
|
|
|
$
|
21
|
|
|
$
|
1,230
|
|
|
$
|
33
|
|
|
$
|
827
|
|
|
$
|
33
|
|
|
$
|
893
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Classification on balance sheets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
849
|
|
|
$
|
849
|
|
|
$
|
1,009
|
|
|
$
|
1,009
|
|
Investments
|
1,064
|
|
|
1,065
|
|
|
653
|
|
|
652
|
|
||||
Funds held for customers
|
289
|
|
|
289
|
|
|
235
|
|
|
235
|
|
||||
Long-term investments
|
31
|
|
|
31
|
|
|
54
|
|
|
83
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
2,233
|
|
|
$
|
2,234
|
|
|
$
|
1,951
|
|
|
$
|
1,979
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Total cash and cash equivalents
|
$
|
994
|
|
|
$
|
994
|
|
|
$
|
1,069
|
|
|
$
|
1,069
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
700
|
|
|
701
|
|
|
489
|
|
|
489
|
|
||||
Municipal auction rate securities
|
21
|
|
|
21
|
|
|
33
|
|
|
33
|
|
||||
Corporate notes
|
466
|
|
|
466
|
|
|
269
|
|
|
269
|
|
||||
U.S. agency securities
|
42
|
|
|
42
|
|
|
69
|
|
|
69
|
|
||||
Total available-for-sale debt securities
|
1,229
|
|
|
1,230
|
|
|
860
|
|
|
860
|
|
||||
Available-for-sale corporate equity securities
|
—
|
|
|
—
|
|
|
5
|
|
|
33
|
|
||||
Other long-term investments
|
10
|
|
|
10
|
|
|
17
|
|
|
17
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
2,233
|
|
|
$
|
2,234
|
|
|
$
|
1,951
|
|
|
$
|
1,979
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due within one year
|
$
|
363
|
|
|
$
|
363
|
|
|
$
|
234
|
|
|
$
|
235
|
|
Due within two years
|
443
|
|
|
443
|
|
|
245
|
|
|
245
|
|
||||
Due within three years
|
303
|
|
|
303
|
|
|
211
|
|
|
210
|
|
||||
Due after three years
|
120
|
|
|
121
|
|
|
170
|
|
|
170
|
|
||||
Total available-for-sale debt securities
|
$
|
1,229
|
|
|
$
|
1,230
|
|
|
$
|
860
|
|
|
$
|
860
|
|
|
Life in
|
|
July 31,
|
||||||
(Dollars in millions)
|
Years
|
|
2014
|
|
2013
|
||||
Equipment
|
3-5
|
|
$
|
402
|
|
|
$
|
388
|
|
Computer software
|
3-6
|
|
509
|
|
|
489
|
|
||
Furniture and fixtures
|
5
|
|
72
|
|
|
72
|
|
||
Leasehold improvements
|
2-16
|
|
282
|
|
|
262
|
|
||
Land
|
NA
|
|
6
|
|
|
6
|
|
||
Buildings
|
5-30
|
|
192
|
|
|
191
|
|
||
Capital in progress
|
NA
|
|
130
|
|
|
92
|
|
||
|
|
|
1,593
|
|
|
1,500
|
|
||
Less accumulated depreciation and amortization
|
|
|
(987
|
)
|
|
(945
|
)
|
||
Total property and equipment, net
|
|
|
$
|
606
|
|
|
$
|
555
|
|
(In millions)
|
Balance
July 31,
2012
|
|
Goodwill
Acquired/
Adjusted
|
|
Goodwill Impairment Charges
|
|
Balance
July 31,
2013
|
|
Goodwill
Acquired/
Adjusted
|
|
Balance
July 31,
2014
|
||||||||||||
Small Business
|
$
|
957
|
|
|
$
|
(2
|
)
|
|
—
|
|
|
$
|
955
|
|
|
$
|
96
|
|
|
$
|
1,051
|
|
|
Consumer
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
293
|
|
|
491
|
|
||||||
Professional Tax
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
||||||
Goodwill for Intuit Health discontinued operations
|
38
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Totals
|
$
|
1,286
|
|
|
$
|
(2
|
)
|
|
$
|
(38
|
)
|
|
$
|
1,246
|
|
|
$
|
389
|
|
|
$
|
1,635
|
|
(Dollars in millions)
|
Customer
Lists
|
|
Purchased
Technology
|
|
Trade
Names
and Logos
|
|
Covenants
Not to
Compete
or Sue
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
318
|
|
|
$
|
366
|
|
|
$
|
33
|
|
|
$
|
34
|
|
|
$
|
751
|
|
Accumulated amortization
|
(261
|
)
|
|
(242
|
)
|
|
(23
|
)
|
|
(26
|
)
|
|
(552
|
)
|
|||||
Acquired intangible assets, net
|
$
|
57
|
|
|
$
|
124
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
199
|
|
Weighted average life in years
|
6
|
|
|
5
|
|
|
6
|
|
|
8
|
|
|
6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
(In millions)
|
Expected
Future
Amortization
Expense
|
||
|
|
||
Twelve months ending July 31,
|
|
||
2015
|
$
|
67
|
|
2016
|
55
|
|
|
2017
|
36
|
|
|
2018
|
25
|
|
|
2019
|
15
|
|
|
Thereafter
|
1
|
|
|
Total expected future amortization expense
|
$
|
199
|
|
|
July 31,
|
||
(In millions)
|
2013
|
||
Accounts receivable
|
$
|
40
|
|
Other current assets
|
4
|
|
|
Property and equipment, net
|
31
|
|
|
Goodwill
|
914
|
|
|
Purchased intangible assets, net
|
4
|
|
|
Other assets
|
6
|
|
|
Total assets
|
999
|
|
|
|
|
||
Accounts payable
|
15
|
|
|
Accrued compensation
|
21
|
|
|
Deferred revenue
|
3
|
|
|
Long-term obligations
|
9
|
|
|
Total liabilities
|
48
|
|
|
Net assets
|
$
|
951
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenue from discontinued operations:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
—
|
|
|
$
|
325
|
|
|
$
|
326
|
|
Intuit Health
|
1
|
|
|
16
|
|
|
18
|
|
|||
Intuit Websites
|
—
|
|
|
10
|
|
|
76
|
|
|||
Total net revenue from discontinued operations
|
$
|
1
|
|
|
$
|
351
|
|
|
$
|
420
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
41
|
|
Intuit Health
|
(1
|
)
|
|
(71
|
)
|
|
(29
|
)
|
|||
Intuit Websites
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Total loss from discontinued operations before income taxes
|
$
|
(1
|
)
|
|
$
|
(19
|
)
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Net income from Intuit Financial Services operations
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
23
|
|
Net gain on disposal of Intuit Financial Services discontinued operations
|
36
|
|
|
8
|
|
|
—
|
|
|||
Net loss from Intuit Health operations
|
—
|
|
|
(57
|
)
|
|
(20
|
)
|
|||
Net gain on disposal of Intuit Health discontinued operations
|
10
|
|
|
18
|
|
|
—
|
|
|||
Net loss from Intuit Websites operations
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Net gain on disposal of Intuit Websites discontinued operations
|
—
|
|
|
32
|
|
|
36
|
|
|||
Total net income from discontinued operations
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
28
|
|
|
July 31,
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Reserve for product returns
|
$
|
24
|
|
|
$
|
20
|
|
Reserve for rebates
|
23
|
|
|
15
|
|
||
Current portion of license fee payable
|
10
|
|
|
10
|
|
||
Current portion of deferred rent
|
7
|
|
|
8
|
|
||
Interest payable
|
10
|
|
|
10
|
|
||
Executive deferred compensation plan liabilities
|
63
|
|
|
64
|
|
||
Other
|
30
|
|
|
29
|
|
||
Total other current liabilities
|
$
|
167
|
|
|
$
|
156
|
|
|
July 31,
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Total deferred rent
|
$
|
62
|
|
|
$
|
55
|
|
Total license fee payable
|
41
|
|
|
48
|
|
||
Long-term income tax liabilities
|
32
|
|
|
38
|
|
||
Long-term deferred revenue
|
10
|
|
|
32
|
|
||
Long-term deferred income tax liabilities
|
61
|
|
|
6
|
|
||
Other
|
14
|
|
|
7
|
|
||
Total long-term obligations
|
220
|
|
|
186
|
|
||
Less current portion (included in other current liabilities)
|
(17
|
)
|
|
(19
|
)
|
||
Long-term obligations due after one year
|
$
|
203
|
|
|
$
|
167
|
|
(In millions)
|
Operating
Lease
Commitments
|
|
Purchase
Obligations
|
||||
Fiscal year ending July 31,
|
|
|
|
||||
2015
|
$
|
72
|
|
|
$
|
30
|
|
2016
|
69
|
|
|
18
|
|
||
2017
|
69
|
|
|
10
|
|
||
2018
|
55
|
|
|
61
|
|
||
2019
|
45
|
|
|
—
|
|
||
Thereafter
|
260
|
|
|
1
|
|
||
Total commitments
|
$
|
570
|
|
|
$
|
120
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
324
|
|
|
$
|
307
|
|
|
$
|
363
|
|
State
|
20
|
|
|
28
|
|
|
28
|
|
|||
Foreign
|
10
|
|
|
5
|
|
|
2
|
|
|||
Total current
|
354
|
|
|
340
|
|
|
393
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
91
|
|
|
34
|
|
|
(23
|
)
|
|||
State
|
6
|
|
|
2
|
|
|
(4
|
)
|
|||
Foreign
|
2
|
|
|
11
|
|
|
8
|
|
|||
Total deferred
|
99
|
|
|
47
|
|
|
(19
|
)
|
|||
Total provision for income taxes from continuing operations
|
$
|
453
|
|
|
$
|
387
|
|
|
$
|
374
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Income from continuing operations before income taxes
|
$
|
1,314
|
|
|
$
|
1,210
|
|
|
$
|
1,138
|
|
|
|
|
|
|
|
||||||
Statutory federal income tax
|
$
|
460
|
|
|
$
|
424
|
|
|
$
|
398
|
|
State income tax, net of federal benefit
|
17
|
|
|
17
|
|
|
16
|
|
|||
Federal research and experimentation credits
|
(8
|
)
|
|
(24
|
)
|
|
(8
|
)
|
|||
Domestic production activities deduction
|
(25
|
)
|
|
(29
|
)
|
|
(27
|
)
|
|||
Share-based compensation
|
9
|
|
|
7
|
|
|
8
|
|
|||
Effects of non-U.S. operations
|
1
|
|
|
(2
|
)
|
|
(5
|
)
|
|||
Other, net
|
(1
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|||
Total provision for income taxes from continuing operations
|
$
|
453
|
|
|
$
|
387
|
|
|
$
|
374
|
|
|
July 31,
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves not currently deductible
|
$
|
60
|
|
|
$
|
51
|
|
Deferred rent
|
11
|
|
|
11
|
|
||
Accrued and deferred compensation
|
50
|
|
|
50
|
|
||
Loss and tax credit carryforwards
|
47
|
|
|
36
|
|
||
Property and equipment
|
—
|
|
|
12
|
|
||
Share-based compensation
|
50
|
|
|
97
|
|
||
Net basis difference in investments held for sale
|
—
|
|
|
41
|
|
||
Other, net
|
2
|
|
|
—
|
|
||
Total deferred tax assets
|
220
|
|
|
298
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
120
|
|
|
93
|
|
||
Property and equipment
|
4
|
|
|
—
|
|
||
Other, net
|
—
|
|
|
10
|
|
||
Total deferred tax liabilities
|
124
|
|
|
103
|
|
||
Total net deferred tax assets
|
96
|
|
|
195
|
|
||
Valuation allowance
|
(24
|
)
|
|
(25
|
)
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
72
|
|
|
$
|
170
|
|
|
July 31,
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Current deferred income taxes
|
$
|
133
|
|
|
$
|
166
|
|
Long-term deferred income taxes included in other assets
|
—
|
|
|
10
|
|
||
Long-term deferred income taxes included in other long-term obligations
|
(61
|
)
|
|
(6
|
)
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
72
|
|
|
$
|
170
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Gross unrecognized tax benefits, beginning balance
|
$
|
39
|
|
|
$
|
38
|
|
|
$
|
41
|
|
Increases related to tax positions from prior fiscal years, including acquisitions
|
4
|
|
|
5
|
|
|
3
|
|
|||
Decreases related to tax positions from prior fiscal years
|
(8
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|||
Increases related to tax positions taken during current fiscal year
|
5
|
|
|
9
|
|
|
3
|
|
|||
Settlements with tax authorities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Gross unrecognized tax benefits, ending balance
|
$
|
40
|
|
|
$
|
39
|
|
|
$
|
38
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Cost of service and other revenue
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
4
|
|
Selling and marketing
|
59
|
|
|
64
|
|
|
56
|
|
|||
Research and development
|
66
|
|
|
55
|
|
|
49
|
|
|||
General and administrative
|
71
|
|
|
59
|
|
|
50
|
|
|||
Total share-based compensation expense from continuing operations
|
204
|
|
|
184
|
|
|
159
|
|
|||
Income tax benefit
|
(66
|
)
|
|
(61
|
)
|
|
(51
|
)
|
|||
Decrease in net income from continuing operations
|
$
|
138
|
|
|
$
|
123
|
|
|
$
|
108
|
|
|
|
|
|
|
|
||||||
Decrease in net income per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.47
|
|
|
$
|
0.41
|
|
|
$
|
0.35
|
|
|
Twelve Months Ended July 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Assumptions for stock options:
|
|
|
|
|
|
|||
Expected volatility (range)
|
22% - 24%
|
|
|
22% - 27%
|
|
|
27% - 33%
|
|
Weighted average expected volatility
|
23
|
%
|
|
23
|
%
|
|
29
|
%
|
Risk-free interest rate (range)
|
1.01% - 1.40%
|
|
|
0.49% - 1.05%
|
|
|
0.43% - 0.85%
|
|
Expected dividend yield
|
0.92% - 1.06%
|
|
|
1.02% - 1.18%
|
|
|
1.02% - 1.20%
|
|
|
|
|
|
|
|
|||
Assumptions for ESPP:
|
|
|
|
|
|
|||
Expected volatility (range)
|
19% - 22%
|
|
|
20% - 24%
|
|
|
24% - 33%
|
|
Weighted average expected volatility
|
21
|
%
|
|
22
|
%
|
|
29
|
%
|
Risk-free interest rate (range)
|
0.02% - 0.08%
|
|
|
0.05% - 0.11%
|
|
|
0.00% - 0.10%
|
|
Expected dividend yield
|
0.94% - 1.15%
|
|
|
1.04% - 1.17%
|
|
|
1.00% - 1.20%
|
|
|
|
|
(Shares in thousands)
|
Shares
Available
for Grant
|
|
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
|
|
Additional shares authorized
|
19,000
|
|
Options granted
|
(2,206
|
)
|
Restricted stock units granted (1)
|
(8,959
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
4,248
|
|
Balance at July 31, 2014
|
24,203
|
|
(1)
|
RSUs granted from the pool of shares available for grant under our 2005 Equity Incentive Plan 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, 2011
|
22,679
|
|
|
|
$32.38
|
|
Granted
|
3,167
|
|
|
51.36
|
|
|
Assumed and converted in connection with acquisitions
|
282
|
|
|
54.51
|
|
|
Exercised
|
(7,513
|
)
|
|
28.41
|
|
|
Canceled or expired
|
(554
|
)
|
|
39.43
|
|
|
Balance at July 31, 2012
|
18,061
|
|
|
37.49
|
|
|
Granted
|
2,607
|
|
|
62.93
|
|
|
Exercised
|
(5,826
|
)
|
|
32.79
|
|
|
Canceled or expired
|
(636
|
)
|
|
44.60
|
|
|
Balance at July 31, 2013
|
14,206
|
|
|
43.77
|
|
|
Granted
|
2,206
|
|
|
82.15
|
|
|
Assumed and converted in connection with acquisitions
|
261
|
|
|
5.16
|
|
|
Exercised
|
(5,041
|
)
|
|
37.74
|
|
|
Canceled or expired
|
(694
|
)
|
|
54.77
|
|
|
Balance at July 31, 2014
|
10,938
|
|
|
|
$52.67
|
|
|
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
|
10,938
|
|
|
5.21
|
|
|
$52.67
|
|
|
|
$322
|
|
Options Exercisable and expected to vest
|
10,496
|
|
|
5.08
|
|
|
$51.96
|
|
|
|
$317
|
|
Options Exercisable
|
5,177
|
|
|
2.84
|
|
|
$38.18
|
|
|
|
$227
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Weighted average fair value of options granted (per share)
|
$
|
21.34
|
|
|
$
|
11.24
|
|
|
$
|
15.22
|
|
Total fair value of options vested
|
$
|
20
|
|
|
$
|
41
|
|
|
$
|
39
|
|
|
|
|
|
|
|
||||||
Aggregate intrinsic value of options exercised
|
$
|
177
|
|
|
$
|
166
|
|
|
$
|
202
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense for stock options and ESPP
|
$
|
48
|
|
|
$
|
49
|
|
|
$
|
53
|
|
Total tax benefit for stock option and ESPP share-based compensation
|
$
|
12
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
|
|
|
|
|
||||||
Cash received from option exercises
|
$
|
190
|
|
|
$
|
191
|
|
|
$
|
213
|
|
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements
|
$
|
63
|
|
|
$
|
60
|
|
|
$
|
72
|
|
(Shares in thousands)
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at July 31, 2011
|
11,055
|
|
|
|
$37.92
|
|
Granted
|
3,436
|
|
|
55.02
|
|
|
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
|
|
|
Granted
|
3,896
|
|
|
71.37
|
|
|
Assumed and converted in connection with acquisitions
|
782
|
|
|
71.00
|
|
|
Vested
|
(2,820
|
)
|
|
53.98
|
|
|
Forfeited
|
(1,587
|
)
|
|
61.76
|
|
|
Nonvested at July 31, 2014
|
9,455
|
|
|
|
$62.46
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Total fair value of RSUs vested
|
$
|
204
|
|
|
$
|
224
|
|
|
$
|
258
|
|
|
|
|
|
|
|
||||||
Share-based compensation for RSUs
|
$
|
156
|
|
|
$
|
135
|
|
|
$
|
106
|
|
Total tax benefit related to RSU share-based compensation expense
|
$
|
54
|
|
|
$
|
46
|
|
|
$
|
37
|
|
|
|
|
|
|
|
||||||
Cash tax benefits realized for tax deductions for RSUs
|
$
|
134
|
|
|
$
|
77
|
|
|
$
|
46
|
|
|
July 31,
|
||||||
(In millions)
|
2014
|
|
2013
|
||||
Unrealized gains on available-for-sale debt securities
|
$
|
1
|
|
|
$
|
—
|
|
Unrealized gains on available-for-sale equity securities
|
—
|
|
|
18
|
|
||
Foreign currency translation adjustments
|
(3
|
)
|
|
2
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
(2
|
)
|
|
$
|
20
|
|
•
|
QuickBooks financial and business management online services and desktop software; QuickBooks technical support; and financial supplies.
|
•
|
QuickBooks Accountant, QuickBooks Accountant Plus, and QuickBooks Online Accountant as well as the QuickBooks ProAdvisor Program and Cloud ProAdvisor Program, all of which are intended for the accounting professionals who serve small businesses.
|
•
|
Small business payroll products and services, including online payroll offerings such as Quickbooks Online Payroll and Intuit Online Payroll; desktop payroll offerings such as QuickBooks Basic Payroll and QuickBooks Enhanced Payroll; and full service payroll offerings such as Intuit Full Service Payroll and QuickBooks Assisted Payroll.
|
•
|
Payment processing services for small businesses, including merchant services such as credit and debit card processing; Web-based transaction processing services for online merchants; secure online payments for small businesses and their customers through the Intuit Payment Network; GoPayment mobile payment processing services; and QuickBooks Point of Sale solutions.
|
•
|
Demandforce, which provides online marketing and customer communication solutions for small businesses, and QuickBase.
|
•
|
Consumer Tax includes TurboTax income tax preparation products and services and electronic tax filing services.
|
•
|
Consumer Ecosystem includes our personal finance offerings, Quicken, Mint and Check.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Small Business segment
|
$
|
2,253
|
|
|
$
|
2,057
|
|
|
$
|
1,779
|
|
|
|
|
|
|
|
||||||
Consumer segment:
|
|
|
|
|
|
||||||
Consumer Tax
|
1,663
|
|
|
1,552
|
|
|
1,488
|
|
|||
Consumer Ecosystem
|
168
|
|
|
156
|
|
|
153
|
|
|||
Total Consumer segment
|
1,831
|
|
|
1,708
|
|
|
1,641
|
|
|||
|
|
|
|
|
|
||||||
Professional Tax segment
|
422
|
|
|
406
|
|
|
388
|
|
|||
Total net revenue
|
$
|
4,506
|
|
|
$
|
4,171
|
|
|
$
|
3,808
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations:
|
|
|
|
|
|
||||||
Small Business segment
|
843
|
|
|
800
|
|
|
712
|
|
|||
Consumer segment
|
1,139
|
|
|
1,035
|
|
|
965
|
|
|||
Professional Tax segment
|
268
|
|
|
260
|
|
|
248
|
|
|||
Total segment operating income
|
2,250
|
|
|
2,095
|
|
|
1,925
|
|
|||
Unallocated corporate items:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
(204
|
)
|
|
(184
|
)
|
|
(159
|
)
|
|||
Other common expenses
|
(686
|
)
|
|
(625
|
)
|
|
(565
|
)
|
|||
Amortization of acquired technology
|
(26
|
)
|
|
(18
|
)
|
|
(10
|
)
|
|||
Amortization of other acquired intangible assets
|
(20
|
)
|
|
(35
|
)
|
|
(23
|
)
|
|||
Total unallocated corporate items
|
(936
|
)
|
|
(862
|
)
|
|
(757
|
)
|
|||
Total operating income from continuing operations
|
$
|
1,314
|
|
|
$
|
1,233
|
|
|
$
|
1,168
|
|
|
Fiscal 2014 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
July 31
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
622
|
|
|
$
|
782
|
|
|
$
|
2,388
|
|
|
$
|
714
|
|
Cost of revenue
|
143
|
|
|
176
|
|
|
170
|
|
|
179
|
|
||||
All other costs and expenses
|
556
|
|
|
652
|
|
|
724
|
|
|
592
|
|
||||
Operating income (loss) from continuing operations
|
(77
|
)
|
|
(46
|
)
|
|
1,494
|
|
|
(57
|
)
|
||||
Net income (loss) from continuing operations
|
(57
|
)
|
|
(37
|
)
|
|
984
|
|
|
(29
|
)
|
||||
Net income (loss) from discontinued operations
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
(11
|
)
|
|
(37
|
)
|
|
984
|
|
|
(29
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
3.47
|
|
|
$
|
(0.10
|
)
|
Basic net income per share from discontinued operations
|
0.16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic net income (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
3.47
|
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
3.39
|
|
|
$
|
(0.10
|
)
|
Diluted net income per share from discontinued operations
|
0.16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
3.39
|
|
|
$
|
(0.10
|
)
|
|
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
|
)
|
(In millions)
|
Beginning
Balance
|
|
Additions
Charged to
Expense/
Revenue
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Year ended July 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
38
|
|
|
$
|
35
|
|
|
$
|
(30
|
)
|
|
$
|
43
|
|
Reserve for product returns
|
20
|
|
|
84
|
|
|
(80
|
)
|
|
24
|
|
||||
Reserve for rebates
|
15
|
|
|
110
|
|
|
(102
|
)
|
|
23
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
Notes:
|
Additions to the allowance for doubtful accounts are charged to general and administrative expense.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Brad D. Smith
|
|
50
|
|
|
President, Chief Executive Officer and Director
|
Scott D. Cook
|
|
62
|
|
|
Chairman of the Executive Committee
|
Laura A. Fennell
|
|
53
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Sasan K. Goodarzi
|
|
46
|
|
|
Senior Vice President and General Manager, Consumer Tax Group
|
H. Tayloe Stansbury
|
|
53
|
|
|
Senior Vice President and Chief Technology Officer
|
Daniel A. Wernikoff
|
|
42
|
|
|
Senior Vice President and General Manager, Small Business Group
|
R. Neil Williams
|
|
61
|
|
|
Senior Vice President and Chief Financial Officer
|
Mark J. Flournoy
|
|
48
|
|
|
Vice President, Corporate Controller 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 12, 2014
|
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 12, 2014
|
Brad D. Smith
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ R. NEIL WILLIAMS
|
|
Senior Vice President and Chief Financial Officer
|
|
September 12, 2014
|
R. Neil Williams
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ MARK J. FLOURNOY
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
|
September 12, 2014
|
Mark J. Flournoy
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
/s/ CHRISTOPHER W. BRODY
|
|
Director
|
|
September 12, 2014
|
Christopher W. Brody
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM V. CAMPBELL
|
|
Chairman of the Board of Directors
|
|
September 12, 2014
|
William V. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. COOK
|
|
Director
|
|
September 12, 2014
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
|
/s/ DIANE B. GREENE
|
|
Director
|
|
September 12, 2014
|
Diane B. Greene
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A. KANGAS
|
|
Director
|
|
September 12, 2014
|
Edward A. Kangas
|
|
|
|
|
|
|
|
|
|
/s/ SUZANNE NORA JOHNSON
|
|
Director
|
|
September 12, 2014
|
Suzanne Nora Johnson
|
|
|
|
|
|
|
|
|
|
/s/ DENNIS D. POWELL
|
|
Director
|
|
September 12, 2014
|
Dennis D. Powell
|
|
|
|
|
|
|
|
|
|
/s/ JEFF WEINER
|
|
Director
|
|
September 12, 2014
|
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 July 24, 2014
|
|
|
|
8-K
|
7/29/2014
|
|
|
|
|
|
|
|
|
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+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 23, 2014
|
|
|
|
S-8 333-193551
|
1/24/2014
|
|
|
|
|
|
|
|
|
10.08+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – New Hire, Promotion or Retention Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.09+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – Focal Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.10+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Initial Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.11+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Succeeding Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.12+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Committee Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.13+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
8-K
|
12/18/2009
|
|
|
|
|
|
|
|
|
10.14+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.15+
|
|
Summary of Director Compensation Program
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.16+
|
|
Summary of Director Compensation Program effective January 1, 2014
|
|
|
|
10-Q
|
2/21/2014
|
|
|
|
|
|
|
|
|
10.17+
|
|
Intuit Inc. Director Grant Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.18+
|
|
Form of Director Restricted Stock Units Initial 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 Initial Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.20+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.21+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.22+
|
|
Form of Director Restricted Stock Units Conversion Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.23+
|
|
Form of Amended and Restated 2005 Equity Incentive Plan Non-Qualified Stock Option Grant Agreement: New Hire, Promotion, Retention or Focal Grant
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.24+
|
|
Form of Restricted Stock Unit Agreement (service-based vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.25+
|
|
Form of Restricted Stock Unit Agreement (executive vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.26+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.27+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.28+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (one year operating goal)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.29+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.30+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.31+
|
|
Form of Restricted Stock Unit Agreement (CEO vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.32+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.33+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.34+
|
|
Form of Performance-Based Restricted Stock Unit Agreement (total shareholder return goals)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.35+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (one year operating goal)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.36+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.37+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.38+
|
|
Form of 2009 Performance-Based Restricted Stock Unit Agreement
|
|
|
|
8-K
|
8/17/2009
|
|
|
|
|
|
|
|
|
10.39+
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.40+
|
|
Form of Restricted Stock Unit Award Agreement (Service-Based Vesting)
|
|
|
|
8-K
|
7/31/2006
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.41+
|
|
Intuit Inc. Management Stock Purchase Program, as amended October 23, 2007
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.42+
|
|
Second Amended and Restated Management Stock Purchase Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.43+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.44+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.45+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-Q
|
12/1/2006
|
|
|
|
|
|
|
|
|
10.46+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-Q
|
12/1/2006
|
|
|
|
|
|
|
|
|
10.47+
|
|
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
|
|
|
|
|
|
|
|
|
10.48+
|
|
First, Second and Third Amendments to the Digital Insight Corporation 1999 Stock Plan
|
|
|
|
10-Q
Filed by Digital Insight
|
5/15/2001
|
|
|
|
|
|
|
|
|
10.49+
|
|
Homestead Technologies Inc. 2006 Equity Incentive Plan, as amended
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.50+
|
|
Form of Stock Option Agreement and Option Grant Notice under Homestead Technologies Inc. 2006 Equity Incentive Plan
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.51+
|
|
Form of Homestead Technologies Inc. 2006 Equity Incentive Plan Award Agreement for Restricted Stock Units
|
|
|
|
S-8
|
1/10/2008
|
|
|
|
|
|
|
|
|
10.52+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
2/9/2007
|
|
|
|
|
|
|
|
|
10.53+
|
|
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
|
|
|
|
|
|
|
|
|
10.54+
|
|
PayCycle, Inc. 1999 Equity Incentive Plan, as amended, effective November 1, 1999.
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.55+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.56+
|
|
Form of PayCycle, Inc. 1999 Equity Incentive Plan Stock Option Agreement
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.57+
|
|
Mint Software Inc. Third Amended and Restated 2006 Stock Plan
|
|
|
|
S-8
333-163145
|
11/17/2009
|
|
|
|
|
|
|
|
|
10.58+
|
|
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
|
|
|
|
|
|
|
|
|
10.59+
|
|
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
|
|
|
|
|
|
|
|
|
10.60+
|
|
Demandforce, Inc. 2007 Equity Incentive Plan, as amended
|
|
|
|
S-8 333-181732
|
5/29/2012
|
|
|
|
|
|
|
|
|
10.61+
|
|
Form of Stock Option Agreement under the Demandforce, Inc. 2007 Equity Incentive Plan
|
|
|
|
S-8 333-181732
|
5/29/2012
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.62+
|
|
Form of Demandforce, Inc. 2007 Equity Incentive Plan Award Agreement for Restricted Stock Unit
|
|
|
|
S-8 333-181732
|
5/29/2012
|
|
|
|
|
|
|
|
|
10.63+
|
|
Amended and Restated Level Up Analytics, Inc. 2012 Stock Plan
|
|
|
|
S-8 333-192062
|
11/1/2013
|
|
|
|
|
|
|
|
|
10.64+
|
|
Docstoc Inc. 2007 Stock Plan
|
|
|
|
S-8 333-193184
|
1/3/2014
|
|
|
|
|
|
|
|
|
10.65+
|
|
Lettuce Inc. 2014 Equity Incentive Plan
|
|
|
|
S-8 333-196197
|
5/23/2014
|
|
|
|
|
|
|
|
|
10.66+
|
|
Check Inc. Second Restated 2007 Stock Option Incentive Plan and Netgate Software Ltd. Israeli Sub-Plan to the Check Inc. Second Restated 2007 Stock Option Incentive Plan
|
|
|
|
S-8 333-197082
|
6/27/2014
|
|
|
|
|
|
|
|
|
10.67+
|
|
Form of Executive Promotion/New Hire Stock Option Agreement
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.68+
|
|
Form of Executive Restricted Stock Unit Agreement (performance vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.69+
|
|
Intuit Executive Relocation Policy
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
10.70+
|
|
Intuit Inc. 2005 Executive Deferred Compensation Plan, effective January 1, 2005
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.71+
|
|
Intuit Inc. Employee Stock Purchase Plan, as amended through January 19, 2012
|
|
|
|
S-8 333-179110
|
1/20/2012
|
|
|
|
|
|
|
|
|
10.72+
|
|
Intuit 1996 Directors Stock Option Plan and forms of Agreement, as amended by the Board on January 30, 2003
|
|
|
|
10-Q
|
2/28/2003
|
|
|
|
|
|
|
|
|
10.73+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2013
|
|
|
|
8-K
|
7/27/2012
|
|
|
|
|
|
|
|
|
10.74+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2014
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.75+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2015
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.76+
|
|
Intuit Executive Deferred Compensation Plan, effective March 15, 2002
|
|
|
|
10-Q
|
5/31/2002
|
|
|
|
|
|
|
|
|
10.77+
|
|
Intuit Senior Executive Incentive Plan adopted on October 23, 2007
|
|
|
|
8-K
|
12/17/2007
|
|
|
|
|
|
|
|
|
10.78+
|
|
Intuit Senior Executive Incentive Plan amended and restated effective August 1, 2012 and approved by stockholders on January 17, 2013
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.79+
|
|
Form of Indemnification Agreement entered into by Intuit with each of its directors and certain officers
|
|
|
|
10-K
|
9/25/2002
|
|
|
|
|
|
|
|
|
10.80+
|
|
Employment offer letter between Intuit Inc. and Laura A. Fennell, dated March 31, 2004
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.81+
|
|
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
|
|
|
|
|
|
|
|
|
10.82+
|
|
Employment offer letter between Intuit Inc. and Sasan Goodarzi dated June 24, 2011 and Employment memo dated July 23, 2013 to Sasan Goodarzi
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.83+
|
|
Employment memo dated August 14, 2014 to Sasan Goodarzi
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.84+
|
|
Employment offer letter between Intuit Inc. and Daniel Wernikoff dated February 12, 2003
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.85+
|
|
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
|
|
|
|
|
|
|
|
|
10.86+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. Brad D. Smith, dated October 1, 2007
|
|
|
|
8-K
|
10/5/2007
|
|
|
|
|
|
|
|
|
10.87+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. R. Neil Williams, dated November 2, 2007
|
|
|
|
8-K
|
11/8/2007
|
|
|
|
|
|
|
|
|
10.88+
|
|
Employment offer letter between Intuit Inc. and Tayloe Stansbury dated April 27, 2009
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.89+
|
|
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
|
|
|
|
|
|
|
|
|
10.90+
|
|
Employment memo dated July 23, 2013 to Daniel Maurer
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.91+
|
|
Director Compensation Agreement between Intuit and Dennis D. Powell, dated February 11, 2004
|
|
|
|
10-Q
|
6/14/2004
|
|
|
|
|
|
|
|
|
10.92
|
|
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
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.93
|
|
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
|
|
|
|
|
|
|
|
|
10.94
|
|
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
|
|
|
|
|
|
|
|
|
10.95
|
|
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
|
|
|
|
|
|
|
|
|
10.96
|
|
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
|
|
|
|
|
|
|
|
|
10.97
|
|
Free On-Line Electronic Tax Filing Agreement Amendment, effective as of October 30, 2014, between the Internal Revenue Service and Free File, Inc.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.98#
|
|
Master Services Agreement between Intuit and Arvato Services, Inc., dated May 28, 2003
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.99
|
|
Second Amendment to Master Service Agreement between Intuit and Arvato Services, Inc., effective May 29, 2007
|
|
|
|
10-K
|
9/14/2007
|
|
|
|
|
|
|
|
|
10.100#
|
|
Amendment 3 to Master Services Agreement between Intuit and Arvato Services, Inc., effective April 1, 2008
|
|
|
|
10-Q
|
5/30/2008
|
|
|
|
|
|
|
|
|
10.101#
|
|
Amendment 5 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 19, 2010
|
|
|
|
10-Q
|
12/6/2010
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.102
|
|
Amended and Restated Amendment Seven to the Master Service Agreement by and between Intuit and Arvato Digital Services effective September 1, 2013
|
|
|
|
10-Q
|
11/22/2013
|
|
|
|
|
|
|
|
|
10.103
|
|
Amendment 8 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 1, 2014
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.104#
|
|
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
|
|
|
|
|
|
|
|
|
10.105
|
|
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
|
|
|
|
|
|
|
|
|
10.106#
|
|
Second Amendment to Lease, dated as of February 23, 2010, by and between Intuit and Kilroy Realty, L.P.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.107
|
|
Third Amendment to Lease, dated as of February 1, 2013, by and between Intuit and Kilroy Realty, L.P.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.108
|
|
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
|
|
|
|
|
|
|
|
|
10.109
|
|
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
|
|
|
|
|
|
|
|
|
10.110#
|
|
Second Amendment to Lease Agreement Phase 1, effective January 1, 2011, between Intuit Inc. and Charleston Properties
|
|
|
|
10-Q
|
3/1/2011
|
|
|
|
|
|
|
|
|
10.111#
|
|
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.
|
(d)
|
Involuntary Termination
. In the event of your Involuntary Termination before the Vesting Date, a pro rata portion of this Award will vest immediately on your Termination Date by applying the pro rata percentage to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) the 100%
|
(e)
|
Termination on or Within One Year After Corporate Transaction
. In the event of your Involuntary Termination (including your Termination without Cause by the Company’s successor) on or within one year following the date of a Corporate Transaction and before the Vesting Date, this Award will vest immediately on your Termination Date as to a pro rata portion of the Shares you otherwise would have been entitled to vest under Section 1(f). The pro rata portion will be a percentage equal to your number of full months of service since the Date of Grant
divided
by thirty-six months, rounded down to the nearest whole Share.
|
(f)
|
Corporate Transaction
. In the event of a Corporate Transaction before the Vesting Date, the level of achievement of the TSR Goals will be based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period and will be determined as of the effective date of the Corporate Transaction based on the Comparison Group as constituted on such date (the “CIC Achievement Level”) for any incomplete Performance Period. In addition, for any incomplete Performance Period, Intuit’s ending stock price will be the sale price of the Shares in the Corporate Transaction and the ending stock price of the other Member Companies will be the average
|
3.
|
Rights as a Stockholder; Dividend Equivalent Rights
. You shall have no voting or other rights as a stockholder with respect to the Shares of Common Stock underlying the Award until such Shares of Common Stock have been issued to you. Notwithstanding the preceding sentence, you shall be entitled to receive payment of the equivalent of any and all dividends declared by the Company on its Common Stock on each date on which dividends are paid on and after the date of grant of the Award in an amount equal to the amount of such dividends multiplied by the number of Shares of Common Stock underlying the then outstanding portion of the Award. These dividend equivalents shall be paid upon the later of (a) the date dividends are paid to the common stockholders of the Company, or (b) the date the Restricted Stock Units with respect to which such dividend equivalents are payable become vested (it being understood that no dividend equivalents will be paid with respect to Shares underlying any Restricted Stock Units that do not vest, but that dividend equivalent rights equal to the dividends declared on the Company’s Common Stock from and after the date of grant of the unvested Restricted Stock Units shall be paid as and when such Restricted Stock Units vest).
|
4.
|
Withholding Taxes
. This Award is generally taxable for purposes of United States federal income and employment taxes on vesting based on the Fair Market Value on the Vesting Date. To the extent required by applicable federal, state or other law, you will make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, social security tax, payroll tax, payment on account or other tax related to withholding obligations that arise under this Award and, if applicable, any sale of Shares. The Company will not be required to issue Shares pursuant to this Award or to recognize any purported transfer of Shares until such obligations are satisfied. Unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations. “Fair Market Value” is defined in Section 27(
l
) of the Plan.
|
(f)
|
This Award, and any issuance of Shares thereunder, is intended to comply and will be interpreted in accordance with Section 409A of the Code.
|
|
Intuit’s TSR
Percentile
Rank
|
Shares Eligible to Vest
as a Percent
of Target
|
Maximum
|
100.0
|
200.0%
|
|
95.0
|
187.5%
|
|
90.0
|
175.0%
|
|
85.0
|
162.5%
|
|
80.0
|
150.0%
|
|
75.0
|
137.5%
|
|
70.0
|
125.0%
|
|
65.0
|
112.5%
|
Target
|
60.0
|
100.0%
|
|
55.0
|
83.3%
|
|
50.0
|
66.7%
|
|
45.0
|
50.0%
|
|
40.0
|
33.3%
|
|
35.0
|
16.7%
|
Threshold
|
30.0
|
0.0%
|
Activision Blizzard
|
IAC/InterActiveCorpo
|
Adobe Systems
|
Jack Henry & Associates
|
Akamai Technologies
|
LinkedIn
|
Alliance Data Systems
|
Mastercard
|
Autodesk
|
Nuance Communications
|
Automatic Data Processing
|
Open Text
|
Broadridge Financial Sols
|
Paychex
|
CA Technologies
|
Rackspace Hosting
|
Cadence Design Systems
|
Red Hat
|
Citrix Systems
|
Sabre
|
Cognizant Technology Sols
|
Salesforce.com
|
Computer Sciences Corporation
|
Symantec
|
eBay
|
Synopsys
|
Electronic Arts
|
Teradata
|
Equinix
|
Total System Services
|
Fidelity National Info Svcs
|
VeriSign
|
Fiserv
|
VMware
|
FleetCor Technologies
|
Western Union
|
Gartner Inc
|
Xerox
|
Global Payments
|
Yahoo
|
H&R Block
|
|
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 2015 fiscal year that begins August 1, 2014 and ends on July 31, 2015 (“Fiscal Year”).
|
4.
|
Eligibility
: All employees on the payroll 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
|
5.
|
Plan Year
: The IPI operates on a fiscal year basis, August 1, 2014 through July 31, 2015.
|
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
|
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
|
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 to: financial measures, such as revenue and operating income; qualitative measures, such as accomplishments to position Intuit for the future; the year’s market conditions; stockholder returns; and progress of Intuit’s business model. Intuit shall have no obligation to pay any bonus awards under the IPI simply because the Compensation Committee has determined that a certain sum has been made available from which to pay bonus awards.
|
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
|
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.
|
401(K)
|
2.
|
GROUP HEALTH INSURANCE
|
3.
|
VACATION
|
4.
|
SICK DAYS
|
I.
|
The Alliance applied for 501(c)(3) tax-exempt organization status, and the IRS granted Free File, Incorporated such status in 2012. Therefore, the parties agree that all instances of the name “Free File Alliance” within this agreement are hereby replaced by the official non-profit name of “Free File, Inc.”
|
II.
|
This agreement will extend the term of the original agreement and subsequent amendments for an additional 1-year period from October 30, 2014, to October 30, 2015. It is the current intention of the IRS and Free File, Inc. to enter a multi-year amendment to the agreement before the expiration of this 1-year amendment. The parties intend to commence this negotiation after the tax season is completed on April 15, 2014, with an intention to meet no later than June 2014, and to reach a new multi-year agreement no later than December 1, 2014.
|
1.
|
Amendments
. Section 6(a) (Term/Termination) is amended as follows: The term of the Agreement is extended to September 14, 2016.
|
2.
|
Counterparts
. This Amendment 8 may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
|
3.
|
Miscellaneous
. Except as specifically modified by this Amendment 8, all other terms and conditions of the Agreement remain unmodified and in full force and effect. In the event of any inconsistency between the terms of the Agreement and the terms of this Amendment 8, the terms of this Amendment 8 shall prevail.
|
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
1
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
2
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
3
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
By:
|
Kilroy Realty Corporation,
a Maryland corporation, General Partner |
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
4
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
Cost Code Description |
[A]
DETERMINED 11/29/2007 Accrual |
[B]
Net Costs to Date 5/31/2008 |
[C]
NPV of Accruals Spent as of 5/31/2008 |
[D] = [A-B]
Remaining Est. Accrual Balance 5/31/2008 |
Accruals for Estimated Incurred Project Costs
|
|
|
|
|
30-30-01-010 Construction Period Property Tax [1]
10-40-04-095 Savings by Design Refunds
|
110,000.00
(98,426.00)
|
–
(98,426.00)
|
–
(96,430.54)
|
–
–
|
Accruals to and 2014.1420 and 1060.0001:
|
11,574.00
|
(98,426.000)
|
(96,430.540)
|
–
|
Accruals for Potential Future Project Costs
|
|
|
|
|
10-20-02-060 CLTA/ALTA Survey
10-30-01-040 Graphics/Signage Consultant
10-30-01-075 Testing & Inspection
10-30-01-150 Misc. Consultant (Legal)
10-30-02-025 Blueprints & Reprographics
10-40-05-010 City Land Development Services
10-40-05-055 Misc. Development Fees
10-50-01-013 Offsite Improvements
10-50-01-013 Offsite Improvements
10-50-01-013 Offsite Improvements
10-50-01-150 Misc. Direct Costs
|
25,000.00
8,000.00
15,000.00
25,000.00
5,000.00
50,000.00
10,000.00
50,000.00
85,000.00
135,000.00
100,000.00
|
–
3,633.45
–
19,502.68
635.03
8,000.00
5,892.18
–
1,946.00
–
13,934.00
|
–
3,615.92
–
18,895.97
619.89
8,000.00
5,426.69
–
1,894.08
–
13,748.39
|
25,000.00
4,366.55
15,000.00
5,497.32
4,364.97
42,000.00
4,107.82
50,000.00
83,054.00
135,000.00
86,066.00
|
Accruals to 1419.0001:
|
508,000.00
|
53,543.34
|
52,200.94
|
454,456.66
|
TOTALS:
|
519,574.00
|
(44,882.660)
|
(44,229.600)
|
454,456.66
|
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
EXHIBIT A
1
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
Cost Code Description |
Beginning
Accrual Balance 5/31/2008 |
Net Costs
6/1/2008 thru 9/1/2008 |
Remaining
Accrual Balance 9/1/2008 |
|
|
|
|
Accruals for Estimated Incurred Project Costs
|
|
|
|
30-30-01-010 Construction Period Property Tax
10-40-04-095 Savings by Design Refunds
|
–
–
|
–
–
|
–
–
|
Accruals to and 2014.1420 and 1060.0001:
|
–
|
–
|
–
|
Accruals for Potential Future Project Costs
|
|
|
|
10-20-02-060 CLTA/ALTA Survey
10-30-01-040 Graphics/Signage Consultant
10-30-01-075 Testing & Inspection
10-30-01-150 Misc. Consultant (Legal)
10-30-02-025 Blueprints & Reprographics
10-40-05-010 City Land Development Services
10-40-05-055 Misc. Development Fees
10-50-01-013 Offsite Improvements
10-50-01-013 Offsite Improvements
10-50-01-013 Offsite Improvements
10-50-01-150 Misc. Direct Costs
|
25,000.00
4,366.55
15,000.00
5,497.32
4,364.97
42,000.00
4,107.82
50,000.00
83,054.00
135,000.00
86,066.00
|
–
–
–
1,095.00
–
–
–
–
–
–
–
|
25,000.00
4,366.55
15,000.00
4,402.32
4,364.97
42,000.00
4,107.82
50,000.00
83,054.00
135,000.00
86,066.00
|
Accruals to 1419.0001:
|
454,456.66
|
1,095.00
|
453,361.66
|
TOTALS:
|
454,456.66
|
1,095.00
|
453,361.66
|
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
EXHIBIT B
1
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
For the Period of June 2008 – January 2009 (based on 9/1/08 reconciliation)
|
|||||||
|
Initial Determination of
Project Costs |
Interim Determination of Project Cost and Resultant Rent (based on the NPV of actual accruals incurred as
of 5/31/08) |
Updated Determination of Project Costs and Resultant Rent (inclusive of actual accruals incurred from 6/1/08 to 9/1/08)
|
|
|||
Determined Project Cost without Accruals
Included Project Cost Accruals
Total Project Cost for Rent Calculation
Total Rent Payment
|
$[***]
$
519,547
$[***]
|
$[***]
(
$44,230
)
$[***]
$[***]
|
$[***]
$1,095
$[***]
$[***]
|
|
|||
Total Underpayment of Rent for Period of June 2008 to January 2009
|
|
$54
|
|
||||
|
|||||||
For the Period of February 2009 and Onward:
|
|||||||
|
|
|
Total Rent Excluding Project
Cost Accruals |
|
|||
Determined Project Cost without Actual Accruals
Included Project Cost Accruals
Total Project Cost for Rent Calculation
|
$[***]
$
1,095
$[***]
|
|
|||||
Total Rent Payment per Month
|
$[***]
|
|
|||||
Total Rent Payment
Underpayment of rent for period of June 2008 to January 2009
|
$[***]
$
54
|
|
|||||
February 2009 Rent Payment
|
$[***]
|
|
|||||
|
708841.03/SD
K4064-079/3-20-09/mlr/pjr |
EXHIBIT C
1
|
KILROY REALTY
Santa Fe Summit [Intuit Inc.] |
679302.03/WLA
214059-00131/1-24-13//eg |
1
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
679302.03/WLA
214059-00131/1-24-13//eg |
2
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
679302.03/WLA
214059-00131/1-24-13//eg |
3
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
“R.
|
Costs of a capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools, all as determined in accordance with sound real estate management and accounting principles, consistently applied, except (i) to the extent required under any governmental law or regulation enacted and enforced after the Lease Commencement Date, and (ii) costs incurred with respect to devices anticipated to reduce Operating Expenses, but with regard to such subsection (ii) costs, only to the extent the same do not exceed the anticipated net reduction of Operating Expenses, provided that in either case the permissible costs set forth in items (i) and (ii), above, shall be amortized over their reasonable useful life as determined in accordance with generally accepted accounting principles as and to the extent consistently applied by institutional ownership in the office building real estate industry; provided further that, in connection with the costs set forth in item (ii) above, Landlord shall, upon Tenant’s request, provide Tenant with reasonable evidence that the annual cost of the capital improvement will be equal to or less than the reasonably anticipated savings in Direct Expenses caused by such capital improvement, and Tenant shall have the right to approve such calculations as being materially accurate, which approval shall not be unreasonably withheld;”
|
679302.03/WLA
214059-00131/1-24-13//eg |
4
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
679302.03/WLA
214059-00131/1-24-13//eg |
5
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
679302.03/WLA
214059-00131/1-24-13//eg |
6
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
679302.03/WLA
214059-00131/1-24-13//eg |
7
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
LANDLORD:
|
TENANT:
|
KILROY REALTY, L.P.,
a Delaware limited partnership |
INTUIT INC.,
a Delaware corporation |
By: Kilroy Realty Corporation
a Maryland corporation, General Partner By: /s/ Brian Galligan Name: Brian Galligan Title: SVP By: /s/ John T. Fucci Name: John T. Fucci Title: Sr. Vice President Asset Management
Execution Date:
, 2013
|
By: /s/ Scott Beth Name: Scott Beth Title: Vice President Finance Operations and Real Estate Intuit By: /s/ Jeffrey P. Hank Name: Jeffrey P. Hank Title: Chief Accounting Officer
Execution Date:
June 5
, 2013
|
679302.03/WLA
214059-00131/1-24-13//eg |
8
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the following items (which items are to be referred to as the “Landlord Maintenance Items” in
Section 1.1
of this Third Amendment)
:
|
||
|
|
Maintained by:
|
Landlord
|
||
Building Structure
|
Structural potions of the Building
|
ü
|
Building Structure
|
Foundation
|
ü
|
Building Structure
|
Floor/ceiling slabs
|
ü
|
Building Structure
|
Roof structure (excluding, the roof membrane and roof housekeeping)
|
ü
|
Building Structure
|
Curtain wall
|
ü
|
Building Structure
|
Exterior glass & mullions
|
ü
|
Building Structure
|
Columns
|
ü
|
Building Structure
|
Beams
|
ü
|
Building Structure
|
Shafts (including, elevator shafts)
|
ü
|
Building Structure
|
Stairwells and stairs
|
ü
|
Exterior Areas
|
Exterior plumbing (including, backflow testing & repairs)
|
ü
|
Exterior Areas
|
Parking areas (i.e., the parking lot and parking structure) (including, the sweeping thereof)
|
ü
|
Exterior Areas
|
Paving and concrete
|
ü
|
Exterior Areas
|
Landscaping (including, irrigation of the external landscaping)
|
ü
|
679302.03/WLA
214059-00131/1-24-13//eg |
EXHIBIT A
1
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
Exterior Areas
|
Exterior Building Appearance (including, the painting of the exterior of the Building and exterior power washing of the Building, but excluding the volleyball court, the basketball court and the balconies)
|
ü
|
Exterior Areas
|
Exterior lights (including, the replacement of exterior light bulbs)
|
ü
|
Exterior Areas
|
Water features in the landscaped areas of the Project (including, pools and fountains)
|
ü
|
Exterior Areas
|
Gates
|
ü
|
Exterior Areas
|
Exterior doors and Windows (including, window washing)
|
ü
|
Exterior Areas
|
Amphitheatre
|
ü
|
Exterior Areas
|
Project common areas (including, promenade umbrellas)
|
ü
|
Exterior Areas
|
Exterior trash enclosures
|
ü
|
679302.03/WLA
214059-00131/1-24-13//eg |
EXHIBIT A
2
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the following items (which items are to be referred to as the “Tenant Maintenance Items” in
Section 1.2
of this Third Amendment)
:
|
||
|
|
Maintained by:
|
Tenant
|
||
Interior Areas
|
The Premises (including, all blinds, ceiling tiles, interior doors, all improvements, fixtures and furnishings therein and all of the floors of the Building (but not extending to the Building Structure except pursuant to the BS Exception))
|
ü
|
Interior Areas
|
Janitorial
|
ü
|
Interior Areas
|
Interior pest control (including the provision of extermination services)
|
ü
|
Interior Areas
|
Interior lights (including, the replacement of interior light bulbs)
|
ü
|
Interior Areas
|
Utilities
|
ü
|
Interior Areas
|
Interior Building Appearance (including, the painting of the interior of the Building and the washing of all windows serving the Premises (but only on the interior side of each applicable window))
|
ü
|
Interior Areas
|
Interior project signage
|
ü
|
Building Systems
|
Building mechanical closets
|
ü
|
Building Systems
|
Building electrical closets
|
ü
|
Building Systems
|
Building telephone closets
|
ü
|
Building Systems
|
Base Building, restrooms and washrooms
|
ü
|
Building Systems
|
All Base Building mechanical systems
|
ü
|
679302.03/WLA
214059-00131/1-24-13//eg |
EXHIBIT B
1
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
Building Systems
|
All Base Building electrical systems
|
ü
|
Building Systems
|
All Base Building sprinkler
and life safety systems(including,
fire alarm
testing and repairs and fire sprinklers testing and repairs)
|
ü
|
Building Systems
|
All Base Building plumbing systems
|
ü
|
Building Systems
|
Base Building HVAC systems (including, the hot and cold elements thereof as well as the rooftop HVAC units and associated equipment)
|
ü
|
Exterior Areas
|
Volleyball court
|
ü
|
Exterior Areas
|
Basketball court
|
ü
|
Exterior Areas
|
Elevator cabs & systems
|
ü
|
Exterior Areas
|
Balconies
|
ü
|
Exterior Areas
|
Exterior pest control (including, the provision of extermination services)
|
ü
|
Exterior Areas
|
Roof housekeeping
|
ü
|
Exterior Areas/Interior Areas
|
Security systems
|
ü
|
Exterior Areas/Interior Areas
|
Trash removal (including, recycling)
|
ü
|
679302.03/WLA
214059-00131/1-24-13//eg |
EXHIBIT B
#
2
|
Kilroy Realty, L.P.
[INTUIT, INC.] Third Amendment to Office Lease |
Entity
|
Formation
|
AisleBuyer, LLC
|
Delaware
|
Apps.com, Inc.
|
Delaware
|
CBS Corporate Services, Inc.
|
Texas
|
CBS Employer Services, Inc.
|
Texas
|
CBS Properties, Inc.
|
Texas
|
Check Inc.
|
Delaware
|
Computing Resources, Inc.
|
Nevada
|
CustomerLink Systems, Inc.
|
California
|
Dallas Innovative Merchant Solutions, LLC
|
Texas
|
Demandforce, Inc.
|
California
|
Docstoc Inc.
|
Delaware
|
Electronic Clearing House, Inc.
|
Nevada
|
EmployeeMatters Insurance Agency, Inc.
|
Connecticut
|
Fifo Pty Limited
|
Australia
|
Fossa Acquisition Sub LLC
|
Delaware
|
GoodApril, Inc.
|
Delaware
|
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 Financing Inc.
|
Delaware
|
Intuit France SAS
|
France
|
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
|
Invitbox Pty Ltd
|
Australia
|
Invitco Holdings Pty Limited
|
Australia
|
Lacerte Software Corporation
|
Delaware
|
Lettuce Inc.
|
Delaware
|
Level Up Analytics GmbH
|
Germany
|
Lion’s Partners, LLC
|
Delaware
|
MerchantAmerica, Inc.
|
California
|
Mint Software Inc.
|
Delaware
|
MYNP Pty Ltd
|
Australia
|
Netgate Software Ltd.
|
Israel
|
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
|
|
|
|
333-192062
|
|
Amended and Restated Level Up Analytics, Inc. 2012 Stock Plan
|
|
|
|
333-193184
|
|
Docstoc Inc. 2007 Stock Plan
|
|
|
|
333-193551
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan
|
|
|
|
333-196197
|
|
Restricted stock units granted under the Lettuce Inc. 2014 Equity Incentive Plan, and assumed by the Registrant
|
|
|
|
333-197082
|
|
Check Inc. Second Restated 2007 Stock Option Incentive Plan and Netgate Software Ltd. Israeli Sub-Plan to the Check Inc. Second Restated 2007 Stock Option Incentive Plan
|
|
|
|
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
|
|
|
|
333-192130
|
|
$8,257,953.60 in the aggregate of common stock
|
|
|
|
Form S-4 No.
|
|
Prospectus
|
333-71097
|
|
$500,000,000 in the aggregate of common stock
|
/s/ ERNST & YOUNG LLP
|
||
San Jose, California
|
||
September 12, 2014
|
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 12, 2014
|
•
|
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 12, 2014
|