|
|
|
|
|
þ
|
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
(State of incorporation)
|
|
77-0034661
(IRS Employer Identification No.)
|
|
Title of Each Class
|
|
Name of Exchange on Which Registered
|
|
Common Stock, $0.01 par value
|
|
NASDAQ Global Select Market
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
•
|
Improving financial strength – Helping consumers make and save money and small businesses to grow and profit.
|
•
|
Increasing productivity – Turning drudgery into time for what matters most.
|
•
|
Maintaining compliance – Helping customers comply with regulations.
|
•
|
Building confidence – Sharing the wisdom and experience of others.
|
•
|
To be the operating system behind small business success.
|
•
|
To do the nations’ taxes in the United States and Canada.
|
•
|
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. Our TurboTax solutions, for example, let customers prepare and file their entire tax returns online, via tablet, mobile phone or desktop computer. We also believe that a key factor in growing our customer base is delivering an amazing first-use experience so our customers can get the value they expect from our offerings as quickly and easily as possible.
|
•
|
Creating network effect platforms – we call it “Enabling the contributions of others.”
We expect to solve problems faster and more efficiently for our growing 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.
|
•
|
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.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|||
|
|
|
|
|
|
|||
Small Business
|
50
|
%
|
|
51
|
%
|
|
50
|
%
|
Consumer Tax
|
43
|
%
|
|
39
|
%
|
|
40
|
%
|
Professional Tax
|
7
|
%
|
|
10
|
%
|
|
10
|
%
|
•
|
QuickBooks Basic Payroll, which provides payroll tax tables, direct deposit of employee paychecks, and payroll reports;
|
•
|
QuickBooks Enhanced Payroll, which provides payroll tax tables, direct deposit of employee paychecks, payroll reports, federal and state payroll tax forms, and eFile & Pay for federal and state payroll taxes; and
|
•
|
QuickBooks Enhanced Payroll for Accountants, which has several accountant-specific features in addition to the features in QuickBooks Enhanced Payroll.
|
•
|
our expectations and beliefs regarding future conduct and growth of the business;
|
•
|
our beliefs and expectations regarding seasonality, competition and other trends that affect our business;
|
•
|
our expectation that we will solve problems faster and more efficiently for our growing base of customers by moving to more open platforms with application programming interfaces that enable the contributions of end users and third party developers;
|
•
|
Our expectation that we will expand our third party technology relationships and strategic partnerships as we continue to pursue our connected services strategy and expand our mobile and global offerings;
|
•
|
our expectation that we will continue to invest significant resources in our product development, marketing and sales capabilities;
|
•
|
our expectation that we will continue to invest significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities;
|
•
|
our expectation that we will work with the broader industry and government to protect our customers from fraud;
|
•
|
our expectation that we will be able to protect our customers’ data and prevent third parties from using stolen customer information to perpetrate fraud in our tax and other offerings;
|
•
|
our belief that our recent financial performance has not been materially adversely affected by fraudulent activity or the actions we have taken to combat it;
|
•
|
our expectation that we will generate significant cash from operations;
|
•
|
our expectation that connected services revenue as a percentage of our total revenue will continue to grow;
|
•
|
our expectations regarding the development of future products, services, business models and technology platforms and our research and development efforts;
|
•
|
the assumptions underlying our critical accounting policies and estimates, including our estimates regarding product rebate and return reserves; the collectability of accounts receivable; stock volatility and other assumptions used to estimate the fair value of share-based compensation; the fair value of goodwill; and expected future amortization of acquired intangible assets;
|
•
|
our belief that the investments we hold are not other-than-temporarily impaired;
|
•
|
our belief that we take prudent measures to mitigate investment related risks;
|
•
|
our belief that our exposure to currency exchange fluctuation risk will not be significant in the future;
|
•
|
our assessments and estimates that determine our effective tax rate;
|
•
|
our belief that our income tax valuation allowance is sufficient;
|
•
|
our belief that it is not reasonably possible that there will be a significant increase or decrease in our unrecognized tax benefits over the next 12 months;
|
•
|
our intent to permanently reinvest a significant portion of our earnings from foreign operations, and our belief that we will not need funds generated from foreign operations to fund our domestic operations;
|
•
|
our belief that our cash and cash equivalents, investments and cash generated from operations will be sufficient to meet our seasonal working capital needs, capital expenditure requirements, contractual obligations, debt service requirements and other liquidity requirements associated with our operations for at least the next 12 months;
|
•
|
our belief that our facilities are suitable and adequate for our near-term needs and that we will be able to locate additional facilities as needed;
|
•
|
our expectation that we will return excess cash generated by operations to our stockholders through repurchases of our common stock and the payment of cash dividends;
|
•
|
our assessments and beliefs regarding the future outcome of pending legal proceedings and inquiries by regulatory authorities, the liability, if any, that Intuit may incur as a result of those proceedings and inquiries, and the impact of any potential losses associated with such proceedings or inquiries on our financial statements.
|
•
|
different or more restrictive privacy, data protection and other laws that could require us to make changes to our products, services and operations;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
|
•
|
stringent local labor laws and regulations;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
profit repatriation restrictions, and foreign currency exchange restrictions;
|
•
|
geopolitical events, including natural disasters, acts of war and terrorism;
|
•
|
import or export regulations;
|
•
|
compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government officials;
|
•
|
antitrust and competition regulations;
|
•
|
potentially adverse tax developments;
|
•
|
economic uncertainties relating to European sovereign and other debt;
|
•
|
trade barriers and changes in trade regulations;
|
•
|
political or social unrest, economic instability, repression, or human rights issues; and
|
•
|
risks related to other government regulation or required compliance with local laws.
|
•
|
inability to successfully integrate the acquired technology and operations into our business and maintain uniform standards, controls, policies, and procedures;
|
•
|
inability to realize synergies expected to result from an acquisition;
|
•
|
disruption of our ongoing business and distraction of management;
|
•
|
challenges retaining the key employees, customers, resellers and other business partners of the acquired operation;
|
•
|
the internal control environment of an acquired entity may not be consistent with our standards and may require significant time and resources to improve;
|
•
|
unidentified issues not discovered in our due diligence process, including product or service quality issues, intellectual property issues and legal contingencies;
|
•
|
failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;
|
•
|
in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries.
|
•
|
inability to find potential buyers on favorable terms;
|
•
|
failure to effectively transfer liabilities, contracts, facilities and employees to buyers;
|
•
|
requirements that we retain or indemnify buyers against certain liabilities and obligations in connection with any such divestiture;
|
•
|
the possibility that we will become subject to third-party claims arising out of such divestiture;
|
•
|
challenges in identifying and separating the intellectual properties to be divested from the intellectual properties that we wish to retain;
|
•
|
inability to reduce fixed costs previously associated with the divested assets or business;
|
•
|
challenges in collecting the proceeds from any divestiture;
|
•
|
disruption of our ongoing business and distraction of management;
|
•
|
loss of key employees who leave the Company as a result of a divestiture
;
|
•
|
if customers or partners of the divested business do not receive the same level of service from the new owners, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.
|
•
|
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
|
•
|
requiring the dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures and acquisitions; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries.
|
Location
|
|
Purpose
|
|
Approximate
Square
Feet
|
|
Principal
Lease
Expiration
Dates
|
|
|
|
|
|
|
|
Mountain View and Menlo Park, California
|
|
Corporate headquarters and principal offices for Small Business segment
|
|
866,000
|
|
2024 - 2026
|
San Diego, California
|
|
Principal offices for Consumer Tax segment
|
|
466,000
|
|
2017
|
Bangalore, India
|
|
Principal offices for Intuit India
|
|
359,000
|
|
2015 - 2022
|
Quincy, Washington
|
|
Primary data center
|
|
240,000
|
|
Owned
|
San Francisco, California
|
|
Principal offices for Demandforce business
|
|
216,000
|
|
2015 - 2025
|
Woodland Hills, California
|
|
Principal offices for Small Business payment solutions business
|
|
168,000
|
|
2018
|
Plano, Texas
|
|
Principal offices for Professional Tax segment and data center
|
|
166,000
|
|
2026
|
|
High
|
|
Low
|
Fiscal year ended July 31, 2014
|
|
|
|
First quarter
|
$71.97
|
|
$61.50
|
Second quarter
|
77.78
|
|
70.81
|
Third quarter
|
82.40
|
|
69.02
|
Fourth quarter
|
83.54
|
|
73.50
|
|
|
|
|
Fiscal year ended July 31, 2015
|
|
|
|
First quarter
|
$88.84
|
|
$77.96
|
Second quarter
|
95.84
|
|
84.75
|
Third quarter
|
102.17
|
|
85.77
|
Fourth quarter
|
109.21
|
|
99.02
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans
|
|
Approximate
Dollar Value
of Shares
That May Yet
Be Purchased
Under
the Plans
|
||||
|
|
|
|
|
|
|
|
|
||||
May 1, 2015 through May 31, 2015
|
|
86,141
|
|
|
$99.85
|
|
86,141
|
|
|
|
$2,625,335,758
|
|
June 1, 2015 through June 30, 2015
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$2,625,335,758
|
|
July 1, 2015 through July 31, 2015
|
|
—
|
|
|
$—
|
|
—
|
|
|
|
$2,625,335,758
|
|
Total
|
|
86,141
|
|
|
$99.85
|
|
86,141
|
|
|
|
|
July 31, 2010
|
|
July 31, 2011
|
|
July 31, 2012
|
|
July 31, 2013
|
|
July 31, 2014
|
|
July 31, 2015
|
||||||||||||
Intuit Inc.
|
$
|
100.00
|
|
|
$
|
117.48
|
|
|
$
|
147.59
|
|
|
$
|
164.38
|
|
|
$
|
212.97
|
|
|
$
|
277.78
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
119.65
|
|
|
$
|
130.58
|
|
|
$
|
163.22
|
|
|
$
|
190.87
|
|
|
$
|
212.26
|
|
Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
122.62
|
|
|
$
|
136.46
|
|
|
$
|
144.66
|
|
|
$
|
185.39
|
|
|
$
|
208.08
|
|
Consolidated Statement of Operations Data
|
Fiscal
|
||||||||||||||||||
(In millions, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
4,192
|
|
|
$
|
4,243
|
|
|
$
|
3,946
|
|
|
$
|
3,662
|
|
|
$
|
3,303
|
|
Total costs and expenses
|
3,454
|
|
|
2,943
|
|
|
2,738
|
|
|
2,546
|
|
|
2,299
|
|
|||||
Operating income from continuing operations
|
738
|
|
|
1,300
|
|
|
1,208
|
|
|
1,116
|
|
|
1,004
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total share-based compensation expense included in total costs and expenses
|
242
|
|
|
186
|
|
|
166
|
|
|
154
|
|
|
142
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
413
|
|
|
853
|
|
|
807
|
|
|
730
|
|
|
639
|
|
|||||
Net income (loss) from discontinued operations
|
(48
|
)
|
|
54
|
|
|
51
|
|
|
62
|
|
|
(5
|
)
|
|||||
Net income
|
365
|
|
|
907
|
|
|
858
|
|
|
792
|
|
|
634
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share from continuing operations
|
$
|
1.47
|
|
|
$
|
2.99
|
|
|
$
|
2.72
|
|
|
$
|
2.46
|
|
|
$
|
2.08
|
|
Basic net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.19
|
|
|
0.17
|
|
|
0.21
|
|
|
(0.02
|
)
|
|||||
Basic net income per share
|
$
|
1.30
|
|
|
$
|
3.18
|
|
|
$
|
2.89
|
|
|
$
|
2.67
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share from continuing operations
|
$
|
1.45
|
|
|
$
|
2.94
|
|
|
$
|
2.66
|
|
|
$
|
2.40
|
|
|
$
|
2.01
|
|
Diluted net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.18
|
|
|
0.17
|
|
|
0.20
|
|
|
(0.01
|
)
|
|||||
Diluted net income per share
|
$
|
1.28
|
|
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
$
|
2.60
|
|
|
$
|
2.00
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
Consolidated Balance Sheet Data
|
At July 31,
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments
|
$
|
1,697
|
|
|
$
|
1,914
|
|
|
$
|
1,661
|
|
|
$
|
744
|
|
|
$
|
1,421
|
|
Long-term investments
|
27
|
|
|
31
|
|
|
83
|
|
|
75
|
|
|
63
|
|
|||||
Working capital
|
816
|
|
|
1,200
|
|
|
1,116
|
|
|
258
|
|
|
449
|
|
|||||
Total assets
|
4,968
|
|
|
5,201
|
|
|
5,486
|
|
|
4,684
|
|
|
5,110
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Long-term debt
|
500
|
|
|
499
|
|
|
499
|
|
|
499
|
|
|
499
|
|
|||||
Other long-term obligations
|
172
|
|
|
166
|
|
|
135
|
|
|
135
|
|
|
151
|
|
|||||
Total stockholders’ equity
|
2,332
|
|
|
3,078
|
|
|
3,531
|
|
|
2,744
|
|
|
2,616
|
|
•
|
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
2015
|
|
Fiscal
2014
|
|
Fiscal
2013 |
|
2015-2014
% Change
|
|
2014-2013
% Change
|
||||||||
Total net revenue
|
|
$4,192
|
|
|
|
$4,243
|
|
|
|
$3,946
|
|
|
(1
|
%)
|
|
8
|
%
|
Operating income from continuing operations
|
738
|
|
|
1,300
|
|
|
1,208
|
|
|
(43
|
%)
|
|
8
|
%
|
|||
Net income from continuing operations
|
413
|
|
|
853
|
|
|
807
|
|
|
(52
|
%)
|
|
6
|
%
|
|||
Diluted net income per share from continuing operations
|
|
$1.45
|
|
|
|
$2.94
|
|
|
|
$2.66
|
|
|
(51
|
%)
|
|
11
|
%
|
(Dollars in millions)
|
Fiscal
2015
|
|
Fiscal
2014
|
|
Fiscal
2013
|
|
2015-2014
% Change
|
|
2014-2013
% Change
|
||||||||
Product revenue
|
$
|
709
|
|
|
$
|
851
|
|
|
$
|
851
|
|
|
|
|
|
||
Service and other revenue
|
1,399
|
|
|
1,307
|
|
|
1,137
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
2,108
|
|
|
$
|
2,158
|
|
|
$
|
1,988
|
|
|
(2
|
%)
|
|
9
|
%
|
% of total revenue
|
50
|
%
|
|
51
|
%
|
|
50
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
696
|
|
|
$
|
852
|
|
|
$
|
806
|
|
|
(18
|
%)
|
|
6
|
%
|
% of related revenue
|
33
|
%
|
|
39
|
%
|
|
41
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2015 |
|
Fiscal
2014 |
|
Fiscal
2013 |
|
2015-2014
% Change |
|
2014-2013
% Change |
||||||||
Product revenue
|
$
|
212
|
|
|
$
|
246
|
|
|
$
|
254
|
|
|
|
|
|
||
Service and other revenue
|
1,588
|
|
|
1,417
|
|
|
1,298
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
1,800
|
|
|
$
|
1,663
|
|
|
$
|
1,552
|
|
|
8
|
%
|
|
7
|
%
|
% of total revenue
|
43
|
%
|
|
39
|
%
|
|
40
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
1,131
|
|
|
$
|
1,075
|
|
|
$
|
964
|
|
|
5
|
%
|
|
11
|
%
|
% of related revenue
|
63
|
%
|
|
65
|
%
|
|
62
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2015 |
|
Fiscal
2014 |
|
Fiscal
2013 |
|
2015-2014
% Change |
|
2014-2013
% Change |
||||||||
Product revenue
|
$
|
225
|
|
|
$
|
362
|
|
|
$
|
342
|
|
|
|
|
|
||
Service and other revenue
|
59
|
|
|
60
|
|
|
64
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
284
|
|
|
$
|
422
|
|
|
$
|
406
|
|
|
(33
|
%)
|
|
4
|
%
|
% of total revenue
|
7
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
108
|
|
|
$
|
268
|
|
|
$
|
260
|
|
|
(60
|
%)
|
|
4
|
%
|
% of related revenue
|
38
|
%
|
|
64
|
%
|
|
64
|
%
|
|
|
|
|
(Dollars in millions)
|
Fiscal
2015
|
|
% of
Related
Revenue
|
|
Fiscal
2014 |
|
% of
Related
Revenue
|
|
Fiscal
2013 |
|
% of
Related
Revenue
|
|||||||||
Cost of product revenue
|
$
|
139
|
|
|
12
|
%
|
|
$
|
137
|
|
|
9
|
%
|
|
$
|
125
|
|
|
9
|
%
|
Cost of service and other revenue
|
556
|
|
|
18
|
%
|
|
466
|
|
|
17
|
%
|
|
402
|
|
|
16
|
%
|
|||
Amortization of acquired technology
|
30
|
|
|
n/a
|
|
|
18
|
|
|
n/a
|
|
|
13
|
|
|
n/a
|
|
|||
Total cost of revenue
|
$
|
725
|
|
|
17
|
%
|
|
$
|
621
|
|
|
15
|
%
|
|
$
|
540
|
|
|
14
|
%
|
(Dollars in millions)
|
Fiscal
2015
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2014 |
|
% of
Total
Net
Revenue
|
|
Fiscal
2013 |
|
% of
Total
Net
Revenue
|
|||||||||
Selling and marketing
|
$
|
1,288
|
|
|
31
|
%
|
|
$
|
1,157
|
|
|
28
|
%
|
|
$
|
1,122
|
|
|
28
|
%
|
Research and development
|
798
|
|
|
19
|
%
|
|
714
|
|
|
17
|
%
|
|
647
|
|
|
17
|
%
|
|||
General and administrative
|
483
|
|
|
11
|
%
|
|
444
|
|
|
10
|
%
|
|
412
|
|
|
10
|
%
|
|||
Amortization of other acquired intangible assets
|
12
|
|
|
—
|
%
|
|
7
|
|
|
—
|
%
|
|
17
|
|
|
—
|
%
|
|||
Goodwill and intangible asset impairment charges
|
148
|
|
|
4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total operating expenses
|
$
|
2,729
|
|
|
65
|
%
|
|
$
|
2,322
|
|
|
55
|
%
|
|
$
|
2,198
|
|
|
55
|
%
|
(In millions)
|
Fiscal
2015
|
|
Fiscal
2014 |
|
Fiscal
2013 |
||||||
Interest income
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
3
|
|
Net gains on executive deferred compensation plan assets
|
3
|
|
|
6
|
|
|
7
|
|
|||
Gain on sale of available-for-sale equity security
|
—
|
|
|
21
|
|
|
—
|
|
|||
Other
|
(10
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Total interest and other income, net
|
$
|
1
|
|
|
$
|
31
|
|
|
$
|
7
|
|
(Dollars in millions)
|
July 31,
2015 |
|
July 31,
2014 |
|
$
Change
|
|
%
Change
|
|||||||
Cash, cash equivalents and investments
|
$
|
1,697
|
|
|
$
|
1,914
|
|
|
$
|
(217
|
)
|
|
(11
|
)%
|
Long-term investments
|
27
|
|
|
31
|
|
|
(4
|
)
|
|
(13
|
)%
|
|||
Long-term debt
|
500
|
|
|
499
|
|
|
1
|
|
|
—
|
%
|
|||
Working capital
|
816
|
|
|
1,200
|
|
|
(384
|
)
|
|
(32
|
)%
|
|||
Ratio of current assets to current liabilities
|
1.5 : 1
|
|
|
1.8 : 1
|
|
|
|
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,504
|
|
|
$
|
1,446
|
|
|
$
|
1,366
|
|
Investing activities
|
(182
|
)
|
|
(49
|
)
|
|
(485
|
)
|
|||
Financing activities
|
(1,337
|
)
|
|
(1,551
|
)
|
|
(262
|
)
|
|||
Effect of exchange rate changes on cash
|
(26
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(41
|
)
|
|
$
|
(160
|
)
|
|
$
|
616
|
|
|
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
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Senior unsecured notes
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Interest and fees due on long-term obligations
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
License fee payable (1)
|
10
|
|
|
20
|
|
|
10
|
|
|
—
|
|
|
40
|
|
|||||
Operating leases (2)
|
74
|
|
|
130
|
|
|
97
|
|
|
221
|
|
|
522
|
|
|||||
Purchase obligations (3)
|
26
|
|
|
67
|
|
|
—
|
|
|
1
|
|
|
94
|
|
|||||
Total contractual obligations (4)
|
$
|
204
|
|
|
$
|
746
|
|
|
$
|
107
|
|
|
$
|
222
|
|
|
$
|
1,279
|
|
(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. Includes
$143 million
for facilities leases for our Demandforce and QuickBase businesses, which were classified as held for sale at July 31, 2015. We had no significant capital leases at
July 31, 2015
.
|
(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, 2015
included non-current income tax liabilities of
$45 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)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and
Thereafter
|
|
Total
|
||||||||||||||
Cash equivalents
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
695
|
|
Investments
|
435
|
|
|
442
|
|
|
156
|
|
|
3
|
|
|
1
|
|
|
27
|
|
|
1,064
|
|
|||||||
Long-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||
Total
|
$
|
1,130
|
|
|
$
|
442
|
|
|
$
|
156
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
42
|
|
|
$
|
1,774
|
|
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)
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
1,146
|
|
|
$
|
1,459
|
|
|
$
|
1,447
|
|
Service and other
|
3,046
|
|
|
2,784
|
|
|
2,499
|
|
|||
Total net revenue
|
4,192
|
|
|
4,243
|
|
|
3,946
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product revenue
|
139
|
|
|
137
|
|
|
125
|
|
|||
Cost of service and other revenue
|
556
|
|
|
466
|
|
|
402
|
|
|||
Amortization of acquired technology
|
30
|
|
|
18
|
|
|
13
|
|
|||
Selling and marketing
|
1,288
|
|
|
1,157
|
|
|
1,122
|
|
|||
Research and development
|
798
|
|
|
714
|
|
|
647
|
|
|||
General and administrative
|
483
|
|
|
444
|
|
|
412
|
|
|||
Amortization of other acquired intangible assets
|
12
|
|
|
7
|
|
|
17
|
|
|||
Goodwill and intangible asset impairment charges
|
148
|
|
|
—
|
|
|
—
|
|
|||
Total costs and expenses
|
3,454
|
|
|
2,943
|
|
|
2,738
|
|
|||
Operating income from continuing operations
|
738
|
|
|
1,300
|
|
|
1,208
|
|
|||
Interest expense
|
(27
|
)
|
|
(31
|
)
|
|
(30
|
)
|
|||
Interest and other income, net
|
1
|
|
|
31
|
|
|
7
|
|
|||
Income from continuing operations before income taxes
|
712
|
|
|
1,300
|
|
|
1,185
|
|
|||
Income tax provision
|
299
|
|
|
447
|
|
|
378
|
|
|||
Net income from continuing operations
|
413
|
|
|
853
|
|
|
807
|
|
|||
Net income (loss) from discontinued operations
|
(48
|
)
|
|
54
|
|
|
51
|
|
|||
Net income
|
$
|
365
|
|
|
$
|
907
|
|
|
$
|
858
|
|
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
1.47
|
|
|
$
|
2.99
|
|
|
$
|
2.72
|
|
Basic net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.19
|
|
|
0.17
|
|
|||
Basic net income per share
|
$
|
1.30
|
|
|
$
|
3.18
|
|
|
$
|
2.89
|
|
Shares used in basic per share calculations
|
281
|
|
|
285
|
|
|
297
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share from continuing operations
|
$
|
1.45
|
|
|
$
|
2.94
|
|
|
$
|
2.66
|
|
Diluted net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.18
|
|
|
0.17
|
|
|||
Diluted net income per share
|
$
|
1.28
|
|
|
$
|
3.12
|
|
|
$
|
2.83
|
|
Shares used in diluted per share calculations
|
286
|
|
|
291
|
|
|
303
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
365
|
|
|
$
|
907
|
|
|
$
|
858
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available-for-sale debt securities
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Unrealized losses on available-for-sale equity security
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||
Realized gain reclassified to net income (1)
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
Foreign currency translation losses
|
(27
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Total other comprehensive loss, net
|
(28
|
)
|
|
(22
|
)
|
|
(5
|
)
|
|||
Comprehensive income
|
$
|
337
|
|
|
$
|
885
|
|
|
$
|
853
|
|
(1)
|
Includes
$21 million
of realized gain on an 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)
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
808
|
|
|
$
|
849
|
|
Investments
|
889
|
|
|
1,065
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $45 and $40
|
91
|
|
|
115
|
|
||
Income taxes receivable
|
84
|
|
|
35
|
|
||
Deferred income taxes
|
231
|
|
|
124
|
|
||
Prepaid expenses and other current assets
|
94
|
|
|
115
|
|
||
Current assets of discontinued operations
|
26
|
|
|
29
|
|
||
Current assets before funds held for customers
|
2,223
|
|
|
2,332
|
|
||
Funds held for customers
|
337
|
|
|
289
|
|
||
Total current assets
|
2,560
|
|
|
2,621
|
|
||
Long-term investments
|
27
|
|
|
31
|
|
||
Property and equipment, net
|
682
|
|
|
589
|
|
||
Goodwill
|
1,266
|
|
|
1,323
|
|
||
Acquired intangible assets, net
|
87
|
|
|
133
|
|
||
Other assets
|
111
|
|
|
108
|
|
||
Long-term assets of discontinued operations
|
235
|
|
|
396
|
|
||
Total assets
|
$
|
4,968
|
|
|
$
|
5,201
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
190
|
|
|
$
|
145
|
|
Accrued compensation and related liabilities
|
283
|
|
|
262
|
|
||
Deferred revenue
|
691
|
|
|
495
|
|
||
Other current liabilities
|
150
|
|
|
150
|
|
||
Current liabilities of discontinued operations
|
93
|
|
|
80
|
|
||
Current liabilities before customer fund deposits
|
1,407
|
|
|
1,132
|
|
||
Customer fund deposits
|
337
|
|
|
289
|
|
||
Total current liabilities
|
1,744
|
|
|
1,421
|
|
||
Long-term debt
|
500
|
|
|
499
|
|
||
Long-term deferred revenue
|
152
|
|
|
3
|
|
||
Other long-term obligations
|
172
|
|
|
166
|
|
||
Long-term obligations of discontinued operations
|
68
|
|
|
34
|
|
||
Total liabilities
|
2,636
|
|
|
2,123
|
|
||
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 - 277,706 shares at July 31, 2015 and 284,950 shares at July 31, 2014
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
4,007
|
|
|
3,558
|
|
||
Treasury stock, at cost
|
(7,675
|
)
|
|
(6,430
|
)
|
||
Accumulated other comprehensive loss
|
(30
|
)
|
|
(2
|
)
|
||
Retained earnings
|
6,027
|
|
|
5,949
|
|
||
Total stockholders’ equity
|
2,332
|
|
|
3,078
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,968
|
|
|
$
|
5,201
|
|
|
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, 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
|
)
|
||||||
Dividends and dividend rights 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
|
)
|
||||||
Dividends and dividend rights 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
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(28
|
)
|
365
|
|
337
|
|
||||||
Issuance of stock under employee stock plans
|
6,565
|
|
—
|
|
107
|
|
—
|
|
—
|
|
—
|
|
107
|
|
||||||
Stock repurchases under stock repurchase programs
|
(13,809
|
)
|
—
|
|
—
|
|
(1,245
|
)
|
—
|
|
—
|
|
(1,245
|
)
|
||||||
Dividends and dividend rights declared ($1.00 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(287
|
)
|
(287
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
85
|
|
—
|
|
—
|
|
—
|
|
85
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
257
|
|
—
|
|
—
|
|
—
|
|
257
|
|
||||||
Balance at July 31, 2015
|
277,706
|
|
$
|
3
|
|
$
|
4,007
|
|
$
|
(7,675
|
)
|
$
|
(30
|
)
|
$
|
6,027
|
|
$
|
2,332
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
365
|
|
|
$
|
907
|
|
|
$
|
858
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
157
|
|
|
144
|
|
|
166
|
|
|||
Amortization of acquired intangible assets
|
74
|
|
|
53
|
|
|
66
|
|
|||
Goodwill and intangible asset impairment charges
|
297
|
|
|
—
|
|
|
46
|
|
|||
Share-based compensation expense
|
257
|
|
|
204
|
|
|
195
|
|
|||
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
|
(100
|
)
|
|
93
|
|
|
13
|
|
|||
Tax benefit from share-based compensation plans
|
85
|
|
|
82
|
|
|
69
|
|
|||
Excess tax benefit from share-based compensation plans
|
(85
|
)
|
|
(82
|
)
|
|
(69
|
)
|
|||
Other
|
4
|
|
|
24
|
|
|
19
|
|
|||
Total adjustments
|
689
|
|
|
457
|
|
|
452
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
24
|
|
|
(5
|
)
|
|
12
|
|
|||
Income taxes receivable
|
(49
|
)
|
|
27
|
|
|
(9
|
)
|
|||
Prepaid expenses and other assets
|
22
|
|
|
(14
|
)
|
|
(33
|
)
|
|||
Accounts payable
|
35
|
|
|
15
|
|
|
4
|
|
|||
Accrued compensation and related liabilities
|
24
|
|
|
43
|
|
|
8
|
|
|||
Deferred revenue
|
398
|
|
|
15
|
|
|
62
|
|
|||
Other liabilities
|
(4
|
)
|
|
1
|
|
|
12
|
|
|||
Total changes in operating assets and liabilities
|
450
|
|
|
82
|
|
|
56
|
|
|||
Net cash provided by operating activities
|
1,504
|
|
|
1,446
|
|
|
1,366
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of available-for-sale debt securities
|
(939
|
)
|
|
(1,334
|
)
|
|
(869
|
)
|
|||
Sales of available-for-sale debt securities
|
620
|
|
|
346
|
|
|
333
|
|
|||
Maturities of available-for-sale debt securities
|
475
|
|
|
567
|
|
|
228
|
|
|||
Net change in money market funds and other cash equivalents held to satisfy customer fund obligations
|
(49
|
)
|
|
(54
|
)
|
|
55
|
|
|||
Net change in customer fund deposits
|
49
|
|
|
54
|
|
|
(55
|
)
|
|||
Proceeds from the sale of available-for-sale equity securities
|
—
|
|
|
26
|
|
|
—
|
|
|||
Purchases of property and equipment
|
(142
|
)
|
|
(104
|
)
|
|
(129
|
)
|
|||
Capitalization of internal use software
|
(119
|
)
|
|
(82
|
)
|
|
(66
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(95
|
)
|
|
(471
|
)
|
|
(17
|
)
|
|||
Proceeds from divestiture of businesses
|
—
|
|
|
1,025
|
|
|
60
|
|
|||
Other
|
18
|
|
|
(22
|
)
|
|
(25
|
)
|
|||
Net cash used in investing activities
|
(182
|
)
|
|
(49
|
)
|
|
(485
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net proceeds from issuance of stock under employee stock plans
|
107
|
|
|
165
|
|
|
165
|
|
|||
Cash paid for purchases of treasury stock
|
(1,245
|
)
|
|
(1,577
|
)
|
|
(292
|
)
|
|||
Dividends and dividend rights paid
|
(283
|
)
|
|
(220
|
)
|
|
(203
|
)
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Excess tax benefit from share-based compensation plans
|
85
|
|
|
82
|
|
|
69
|
|
|||
Other
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash used in financing activities
|
(1,337
|
)
|
|
(1,551
|
)
|
|
(262
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(26
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(41
|
)
|
|
(160
|
)
|
|
616
|
|
|||
Cash and cash equivalents at beginning of period
|
849
|
|
|
1,009
|
|
|
393
|
|
|||
Cash and cash equivalents at end of period
|
$
|
808
|
|
|
$
|
849
|
|
|
$
|
1,009
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
33
|
|
Income taxes paid
|
$
|
222
|
|
|
$
|
240
|
|
|
$
|
309
|
|
(1)
|
Because the cash flows of our 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)
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
413
|
|
|
$
|
853
|
|
|
$
|
807
|
|
Net income (loss) from discontinued operations
|
(48
|
)
|
|
54
|
|
|
51
|
|
|||
Net income
|
$
|
365
|
|
|
$
|
907
|
|
|
$
|
858
|
|
Denominator:
|
|
|
|
|
|
||||||
Shares used in basic per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
281
|
|
|
285
|
|
|
297
|
|
|||
Shares used in diluted per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
281
|
|
|
285
|
|
|
297
|
|
|||
Dilutive common equivalent shares from stock options and restricted stock awards
|
5
|
|
|
6
|
|
|
6
|
|
|||
Dilutive weighted average common shares outstanding
|
286
|
|
|
291
|
|
|
303
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per share:
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
1.47
|
|
|
$
|
2.99
|
|
|
$
|
2.72
|
|
Basic net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.19
|
|
|
0.17
|
|
|||
Basic net income per share
|
$
|
1.30
|
|
|
$
|
3.18
|
|
|
$
|
2.89
|
|
Diluted net income per share from continuing operations
|
$
|
1.45
|
|
|
$
|
2.94
|
|
|
$
|
2.66
|
|
Diluted net income (loss) per share from discontinued operations
|
(0.17
|
)
|
|
0.18
|
|
|
0.17
|
|
|||
Diluted net income per share
|
$
|
1.28
|
|
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
|
|
|
|
|
||||||
Weighted average stock options and restricted stock units excluded from
calculation due to anti-dilutive effect
|
2
|
|
|
—
|
|
|
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, 2015
|
|
At July 31, 2014
|
||||||||||||||||||||||||||||
(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
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
695
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal bonds
|
—
|
|
|
506
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
701
|
|
||||||||
Municipal auction rate securities
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||||||
Corporate notes
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
||||||||
U.S. agency securities
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
||||||||
Total available-for-sale securities
|
—
|
|
|
1,064
|
|
|
15
|
|
|
1,079
|
|
|
—
|
|
|
1,209
|
|
|
21
|
|
|
1,230
|
|
||||||||
Total assets measured at fair value on a recurring basis
|
$
|
695
|
|
|
$
|
1,064
|
|
|
$
|
15
|
|
|
$
|
1,774
|
|
|
$
|
652
|
|
|
$
|
1,209
|
|
|
$
|
21
|
|
|
$
|
1,882
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes (1)
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
556
|
|
|
$
|
—
|
|
|
$
|
556
|
|
(1)
|
Carrying value on our balance sheets at
July 31, 2015
was
$500
million and at
July 31, 2014
was
$499
million. See Note 9.
|
|
At July 31, 2015
|
|
At July 31, 2014
|
||||||||||||||||||||||||||||
(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
|
$
|
533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
533
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
507
|
|
In funds held for customers
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||||||
Total cash and cash equivalents
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
695
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
In investments
|
$
|
—
|
|
|
$
|
889
|
|
|
$
|
—
|
|
|
$
|
889
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
In funds held for customers
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||||||
In long-term investments
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||||||
Total available-for-sale securities
|
$
|
—
|
|
|
$
|
1,064
|
|
|
$
|
15
|
|
|
$
|
1,079
|
|
|
$
|
—
|
|
|
$
|
1,209
|
|
|
$
|
21
|
|
|
$
|
1,230
|
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Classification on balance sheets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
808
|
|
|
$
|
808
|
|
|
$
|
849
|
|
|
$
|
849
|
|
Investments
|
890
|
|
|
889
|
|
|
1,064
|
|
|
1,065
|
|
||||
Funds held for customers
|
337
|
|
|
337
|
|
|
289
|
|
|
289
|
|
||||
Long-term investments
|
27
|
|
|
27
|
|
|
31
|
|
|
31
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
2,062
|
|
|
$
|
2,061
|
|
|
$
|
2,233
|
|
|
$
|
2,234
|
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Total cash and cash equivalents
|
$
|
970
|
|
|
$
|
970
|
|
|
$
|
994
|
|
|
$
|
994
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
507
|
|
|
506
|
|
|
700
|
|
|
701
|
|
||||
Municipal auction rate securities
|
15
|
|
|
15
|
|
|
21
|
|
|
21
|
|
||||
Corporate notes
|
546
|
|
|
546
|
|
|
466
|
|
|
466
|
|
||||
U.S. agency securities
|
12
|
|
|
12
|
|
|
42
|
|
|
42
|
|
||||
Total available-for-sale debt securities
|
1,080
|
|
|
1,079
|
|
|
1,229
|
|
|
1,230
|
|
||||
Other long-term investments
|
12
|
|
|
12
|
|
|
10
|
|
|
10
|
|
||||
Total cash and cash equivalents, investments and funds held for customers
|
$
|
2,062
|
|
|
$
|
2,061
|
|
|
$
|
2,233
|
|
|
$
|
2,234
|
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due within one year
|
$
|
434
|
|
|
$
|
435
|
|
|
$
|
363
|
|
|
$
|
363
|
|
Due within two years
|
443
|
|
|
442
|
|
|
443
|
|
|
443
|
|
||||
Due within three years
|
156
|
|
|
156
|
|
|
303
|
|
|
303
|
|
||||
Due after three years
|
47
|
|
|
46
|
|
|
120
|
|
|
121
|
|
||||
Total available-for-sale debt securities
|
$
|
1,080
|
|
|
$
|
1,079
|
|
|
$
|
1,229
|
|
|
$
|
1,230
|
|
|
Life in
|
|
July 31,
|
||||||
(Dollars in millions)
|
Years
|
|
2015
|
|
2014
|
||||
Equipment
|
3-5
|
|
$
|
447
|
|
|
$
|
398
|
|
Computer software
|
3-6
|
|
552
|
|
|
507
|
|
||
Furniture and fixtures
|
5
|
|
71
|
|
|
68
|
|
||
Leasehold improvements
|
2-16
|
|
286
|
|
|
273
|
|
||
Land
|
NA
|
|
7
|
|
|
6
|
|
||
Buildings
|
5-30
|
|
192
|
|
|
192
|
|
||
Capital in progress
|
NA
|
|
188
|
|
|
127
|
|
||
|
|
|
1,743
|
|
|
1,571
|
|
||
Less accumulated depreciation and amortization
|
|
|
(1,061
|
)
|
|
(982
|
)
|
||
Total property and equipment, net
|
|
|
$
|
682
|
|
|
$
|
589
|
|
(In millions)
|
Balance
July 31,
2013
|
|
Goodwill
Acquired/
Adjusted
|
|
Balance
July 31,
2014
|
|
Goodwill
Acquired/
Adjusted
|
|
Goodwill Impairment Charges
|
|
Balance
July 31,
2015
|
||||||||||||
Small Business
|
$
|
988
|
|
|
$
|
225
|
|
|
$
|
1,213
|
|
|
$
|
58
|
|
|
(114
|
)
|
|
$
|
1,157
|
|
|
Consumer Tax
|
19
|
|
|
(2
|
)
|
|
17
|
|
|
1
|
|
|
—
|
|
|
18
|
|
||||||
Professional Tax
|
93
|
|
|
—
|
|
|
93
|
|
|
(2
|
)
|
|
—
|
|
|
91
|
|
||||||
Totals
|
$
|
1,100
|
|
|
$
|
223
|
|
|
$
|
1,323
|
|
|
$
|
57
|
|
|
$
|
(114
|
)
|
|
$
|
1,266
|
|
(Dollars in millions)
|
Customer
Lists
|
|
Purchased
Technology
|
|
Trade
Names
and Logos
|
|
Covenants
Not to
Compete
or Sue
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
243
|
|
|
$
|
371
|
|
|
$
|
24
|
|
|
$
|
32
|
|
|
$
|
670
|
|
Accumulated amortization
|
(239
|
)
|
|
(294
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|
(583
|
)
|
|||||
Acquired intangible assets, net
|
$
|
4
|
|
|
$
|
77
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
87
|
|
Weighted average life in years
|
5
|
|
|
5
|
|
|
4
|
|
|
9
|
|
|
5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
244
|
|
|
$
|
336
|
|
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
635
|
|
Accumulated amortization
|
(231
|
)
|
|
(227
|
)
|
|
(19
|
)
|
|
(25
|
)
|
|
(502
|
)
|
|||||
Acquired intangible assets, net
|
$
|
13
|
|
|
$
|
109
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
133
|
|
Weighted average life in years
|
7
|
|
|
5
|
|
|
8
|
|
|
8
|
|
|
6
|
|
(In millions)
|
Expected
Future
Amortization
Expense
|
||
|
|
||
Twelve months ending July 31,
|
|
||
2016
|
$
|
37
|
|
2017
|
24
|
|
|
2018
|
16
|
|
|
2019
|
7
|
|
|
2020
|
3
|
|
|
Thereafter
|
—
|
|
|
Total expected future amortization expense
|
$
|
87
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Accounts receivable
|
$
|
19
|
|
|
$
|
19
|
|
Deferred income taxes
|
5
|
|
|
9
|
|
||
Prepaid and other current assets
|
2
|
|
|
1
|
|
||
Property and equipment, net
|
25
|
|
|
17
|
|
||
Goodwill
|
165
|
|
|
312
|
|
||
Purchased intangible assets, net
|
43
|
|
|
66
|
|
||
Other assets
|
2
|
|
|
1
|
|
||
Total assets
|
261
|
|
|
425
|
|
||
|
|
|
|
||||
Accounts payable
|
7
|
|
|
16
|
|
||
Accrued compensation
|
21
|
|
|
16
|
|
||
Deferred revenue
|
48
|
|
|
31
|
|
||
Other current liabilities
|
17
|
|
|
17
|
|
||
Long-term deferred revenue
|
39
|
|
|
7
|
|
||
Long-term obligations
|
29
|
|
|
27
|
|
||
Total liabilities
|
161
|
|
|
114
|
|
||
Net assets
|
$
|
100
|
|
|
$
|
311
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue from discontinued operations:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
325
|
|
Intuit Health
|
—
|
|
|
1
|
|
|
16
|
|
|||
Intuit Websites
|
—
|
|
|
—
|
|
|
10
|
|
|||
Demandforce
|
115
|
|
|
107
|
|
|
80
|
|
|||
QuickBase
|
70
|
|
|
57
|
|
|
47
|
|
|||
Quicken
|
51
|
|
|
98
|
|
|
99
|
|
|||
Total net revenue from discontinued operations
|
$
|
236
|
|
|
$
|
263
|
|
|
$
|
577
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes:
|
|
|
|
|
|
||||||
Intuit Financial Services
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Intuit Health
|
—
|
|
|
(1
|
)
|
|
(71
|
)
|
|||
Demandforce
|
(63
|
)
|
|
(51
|
)
|
|
(41
|
)
|
|||
QuickBase
|
11
|
|
|
7
|
|
|
10
|
|
|||
Quicken
|
(136
|
)
|
|
57
|
|
|
58
|
|
|||
Total income (loss) from discontinued operations before income taxes
|
$
|
(188
|
)
|
|
$
|
12
|
|
|
$
|
8
|
|
|
|
|
|
|
|
||||||
Net income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Net income from Intuit Financial Services operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Net gain on disposal of Intuit Financial Services discontinued operations
|
—
|
|
|
36
|
|
|
8
|
|
|||
Net loss from Intuit Health operations
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||
Net gain on disposal of Intuit Health discontinued operations
|
—
|
|
|
10
|
|
|
18
|
|
|||
Net gain on disposal of Intuit Websites discontinued operations
|
—
|
|
|
—
|
|
|
32
|
|
|||
Net loss from Demandforce operations
|
(39
|
)
|
|
(30
|
)
|
|
(27
|
)
|
|||
Net income from QuickBase operations
|
7
|
|
|
4
|
|
|
6
|
|
|||
Net income (loss) from Quicken operations
|
(140
|
)
|
|
34
|
|
|
37
|
|
|||
Tax benefit from discontinued operations
|
124
|
|
|
—
|
|
|
—
|
|
|||
Total net income (loss) from discontinued operations
|
$
|
(48
|
)
|
|
$
|
54
|
|
|
$
|
51
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Reserve for product returns
|
$
|
12
|
|
|
$
|
15
|
|
Reserve for rebates
|
12
|
|
|
21
|
|
||
Current portion of license fee payable
|
10
|
|
|
10
|
|
||
Current portion of deferred rent
|
8
|
|
|
6
|
|
||
Interest payable
|
10
|
|
|
10
|
|
||
Executive deferred compensation plan liabilities
|
63
|
|
|
62
|
|
||
Other
|
35
|
|
|
26
|
|
||
Total other current liabilities
|
$
|
150
|
|
|
$
|
150
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Total deferred rent
|
$
|
49
|
|
|
$
|
52
|
|
Total license fee payable
|
34
|
|
|
41
|
|
||
Long-term income tax liabilities
|
45
|
|
|
32
|
|
||
Long-term deferred income tax liabilities
|
50
|
|
|
44
|
|
||
Other
|
13
|
|
|
14
|
|
||
Total long-term obligations
|
191
|
|
|
183
|
|
||
Less current portion (included in other current liabilities)
|
(19
|
)
|
|
(17
|
)
|
||
Long-term obligations due after one year
|
$
|
172
|
|
|
$
|
166
|
|
(In millions)
|
Operating
Lease
Commitments
|
|
Purchase
Obligations
|
||||
Fiscal year ending July 31,
|
|
|
|
||||
2016
|
$
|
74
|
|
|
$
|
26
|
|
2017
|
72
|
|
|
12
|
|
||
2018
|
58
|
|
|
55
|
|
||
2019
|
50
|
|
|
—
|
|
||
2020
|
47
|
|
|
—
|
|
||
Thereafter
|
221
|
|
|
1
|
|
||
Total commitments
|
$
|
522
|
|
|
$
|
94
|
|
Less minimum payments to be received from non-cancellable subleases
|
(13
|
)
|
|
|
|||
Net operating lease commitments
|
$
|
509
|
|
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
253
|
|
|
$
|
358
|
|
|
$
|
328
|
|
State
|
20
|
|
|
21
|
|
|
30
|
|
|||
Foreign
|
7
|
|
|
10
|
|
|
5
|
|
|||
Total current
|
280
|
|
|
389
|
|
|
363
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
14
|
|
|
51
|
|
|
4
|
|
|||
State
|
1
|
|
|
5
|
|
|
1
|
|
|||
Foreign
|
4
|
|
|
2
|
|
|
10
|
|
|||
Total deferred
|
19
|
|
|
58
|
|
|
15
|
|
|||
Total provision for income taxes from continuing operations
|
$
|
299
|
|
|
$
|
447
|
|
|
$
|
378
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Income from continuing operations before income taxes
|
$
|
712
|
|
|
$
|
1,300
|
|
|
$
|
1,185
|
|
|
|
|
|
|
|
||||||
Statutory federal income tax
|
$
|
249
|
|
|
$
|
455
|
|
|
$
|
415
|
|
State income tax, net of federal benefit
|
15
|
|
|
17
|
|
|
17
|
|
|||
Federal research and experimentation credits
|
(19
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|||
Domestic production activities deduction
|
(19
|
)
|
|
(25
|
)
|
|
(29
|
)
|
|||
Share-based compensation
|
15
|
|
|
8
|
|
|
6
|
|
|||
Effects of non-U.S. operations
|
12
|
|
|
1
|
|
|
(2
|
)
|
|||
Non-deductible goodwill
|
40
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
6
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
Total provision for income taxes from continuing operations
|
$
|
299
|
|
|
$
|
447
|
|
|
$
|
378
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves not currently deductible
|
$
|
36
|
|
|
$
|
53
|
|
Deferred rent
|
10
|
|
|
8
|
|
||
Accrued and deferred compensation
|
52
|
|
|
48
|
|
||
Loss and tax credit carryforwards
|
44
|
|
|
41
|
|
||
Share-based compensation
|
52
|
|
|
50
|
|
||
Net basis difference in investments held for sale
|
122
|
|
|
—
|
|
||
Other, net
|
6
|
|
|
1
|
|
||
Total deferred tax assets
|
322
|
|
|
201
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
87
|
|
|
97
|
|
||
Property and equipment
|
20
|
|
|
4
|
|
||
Total deferred tax liabilities
|
107
|
|
|
101
|
|
||
Total net deferred tax assets
|
215
|
|
|
100
|
|
||
Valuation allowance
|
(30
|
)
|
|
(20
|
)
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
185
|
|
|
$
|
80
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Current deferred income taxes
|
$
|
231
|
|
|
$
|
124
|
|
Long-term deferred income taxes included in other assets
|
4
|
|
|
—
|
|
||
Long-term deferred income taxes included in other long-term obligations
|
(50
|
)
|
|
(44
|
)
|
||
Total net deferred tax assets, net of valuation allowance
|
$
|
185
|
|
|
$
|
80
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Gross unrecognized tax benefits, beginning balance
|
$
|
40
|
|
|
$
|
39
|
|
|
$
|
38
|
|
Increases related to tax positions from prior fiscal years, including acquisitions
|
15
|
|
|
4
|
|
|
5
|
|
|||
Decreases related to tax positions from prior fiscal years
|
(1
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|||
Increases related to tax positions taken during current fiscal year
|
5
|
|
|
5
|
|
|
9
|
|
|||
Settlements with tax authorities
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Gross unrecognized tax benefits, ending balance
|
$
|
56
|
|
|
$
|
40
|
|
|
$
|
39
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of service and other revenue
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
4
|
|
Selling and marketing
|
69
|
|
|
53
|
|
|
55
|
|
|||
Research and development
|
80
|
|
|
59
|
|
|
50
|
|
|||
General and administrative
|
87
|
|
|
67
|
|
|
57
|
|
|||
Total share-based compensation expense from continuing operations
|
242
|
|
|
186
|
|
|
166
|
|
|||
Income tax benefit
|
(75
|
)
|
|
(60
|
)
|
|
(55
|
)
|
|||
Decrease in net income from continuing operations
|
$
|
167
|
|
|
$
|
126
|
|
|
$
|
111
|
|
|
|
|
|
|
|
||||||
Decrease in net income per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.59
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
Diluted
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
0.37
|
|
|
Twelve Months Ended July 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Assumptions for stock options:
|
|
|
|
|
|
|||
Expected volatility (range)
|
22% - 24%
|
|
|
22% - 24%
|
|
|
22% - 27%
|
|
Weighted average expected volatility
|
23
|
%
|
|
23
|
%
|
|
23
|
%
|
Risk-free interest rate (range)
|
1.13% - 1.47%
|
|
|
1.01% - 1.40%
|
|
|
0.49% - 1.05%
|
|
Expected dividend yield
|
0.93% - 1.05%
|
|
|
0.92% - 1.06%
|
|
|
1.02% - 1.18%
|
|
|
|
|
|
|
|
|||
Assumptions for ESPP:
|
|
|
|
|
|
|||
Expected volatility (range)
|
20% - 23%
|
|
|
19% - 22%
|
|
|
20% - 24%
|
|
Weighted average expected volatility
|
21
|
%
|
|
21
|
%
|
|
22
|
%
|
Risk-free interest rate (range)
|
0.01% - 0.15%
|
|
|
0.02% - 0.08%
|
|
|
0.05% - 0.11%
|
|
Expected dividend yield
|
0.96% - 1.19%
|
|
|
0.94% - 1.15%
|
|
|
1.04% - 1.17%
|
|
(Shares in thousands)
|
Shares
Available
for Grant
|
|
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
|
|
Options granted
|
(1,981
|
)
|
Restricted stock units granted (1)
|
(8,053
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
3,014
|
|
Balance at July 31, 2015
|
17,183
|
|
(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, 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 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
|
|
|
Granted
|
1,981
|
|
|
106.86
|
|
|
Exercised
|
(3,704
|
)
|
|
41.65
|
|
|
Canceled or expired
|
(502
|
)
|
|
62.32
|
|
|
Balance at July 31, 2015
|
8,713
|
|
|
|
$69.13
|
|
|
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
|
8,713
|
|
|
5.50
|
|
|
$69.13
|
|
|
|
$332
|
|
Options vested and expected to vest
|
8,282
|
|
|
5.36
|
|
|
$67.86
|
|
|
|
$326
|
|
Options exercisable
|
4,389
|
|
|
3.50
|
|
|
$51.55
|
|
|
|
$244
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average fair value of options granted (per share)
|
$
|
19.39
|
|
|
$
|
21.34
|
|
|
$
|
11.24
|
|
Total fair value of options vested
|
$
|
33
|
|
|
$
|
20
|
|
|
$
|
41
|
|
|
|
|
|
|
|
||||||
Aggregate intrinsic value of options exercised
|
$
|
191
|
|
|
$
|
177
|
|
|
$
|
166
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense for stock options and ESPP
|
$
|
54
|
|
|
$
|
43
|
|
|
$
|
44
|
|
Total tax benefit for stock option and ESPP share-based compensation
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
|
|
|
|
|
||||||
Cash received from option exercises
|
$
|
154
|
|
|
$
|
190
|
|
|
$
|
191
|
|
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements
|
$
|
68
|
|
|
$
|
63
|
|
|
$
|
60
|
|
(Shares in thousands)
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
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 or granted 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
|
|
|
Granted
|
3,501
|
|
|
100.18
|
|
|
Assumed or granted in connection with acquisitions
|
292
|
|
|
91.87
|
|
|
Vested
|
(3,155
|
)
|
|
67.00
|
|
|
Forfeited
|
(1,177
|
)
|
|
62.32
|
|
|
Nonvested at July 31, 2015
|
8,916
|
|
|
|
$76.64
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Total fair value of RSUs vested
|
$
|
282
|
|
|
$
|
204
|
|
|
$
|
224
|
|
|
|
|
|
|
|
||||||
Share-based compensation for RSUs
|
$
|
188
|
|
|
$
|
143
|
|
|
$
|
122
|
|
Total tax benefit related to RSU share-based compensation expense
|
$
|
63
|
|
|
$
|
49
|
|
|
$
|
42
|
|
|
|
|
|
|
|
||||||
Cash tax benefits realized for tax deductions for RSUs
|
$
|
96
|
|
|
$
|
134
|
|
|
$
|
77
|
|
|
July 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Unrealized gains on available-for-sale debt securities
|
$
|
—
|
|
|
$
|
1
|
|
Foreign currency translation adjustments
|
(30
|
)
|
|
(3
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(30
|
)
|
|
$
|
(2
|
)
|
•
|
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, 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 Commerce Network; GoPayment mobile payment processing services; and QuickBooks Point of Sale solutions.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Small Business segment
|
$
|
2,108
|
|
|
$
|
2,158
|
|
|
$
|
1,988
|
|
Consumer Tax segment
|
1,800
|
|
|
1,663
|
|
|
1,552
|
|
|||
Professional Tax segment
|
284
|
|
|
422
|
|
|
406
|
|
|||
Total net revenue
|
$
|
4,192
|
|
|
$
|
4,243
|
|
|
$
|
3,946
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations:
|
|
|
|
|
|
||||||
Small Business segment
|
696
|
|
|
852
|
|
|
806
|
|
|||
Consumer Tax segment
|
1,131
|
|
|
1,075
|
|
|
964
|
|
|||
Professional Tax segment
|
108
|
|
|
268
|
|
|
260
|
|
|||
Total segment operating income
|
1,935
|
|
|
2,195
|
|
|
2,030
|
|
|||
Unallocated corporate items:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
(242
|
)
|
|
(186
|
)
|
|
(166
|
)
|
|||
Other common expenses
|
(765
|
)
|
|
(684
|
)
|
|
(626
|
)
|
|||
Amortization of acquired technology
|
(30
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|||
Amortization of other acquired intangible assets
|
(12
|
)
|
|
(7
|
)
|
|
(17
|
)
|
|||
Goodwill and intangible asset impairment charges
|
(148
|
)
|
|
—
|
|
|
—
|
|
|||
Total unallocated corporate items
|
(1,197
|
)
|
|
(895
|
)
|
|
(822
|
)
|
|||
Total operating income from continuing operations
|
$
|
738
|
|
|
$
|
1,300
|
|
|
$
|
1,208
|
|
|
Fiscal 2015 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
July 31
|
||||||||
Total net revenue
|
$
|
612
|
|
|
$
|
749
|
|
|
$
|
2,135
|
|
|
$
|
696
|
|
Cost of revenue
|
159
|
|
|
188
|
|
|
202
|
|
|
176
|
|
||||
All other costs and expenses
|
562
|
|
|
650
|
|
|
867
|
|
|
650
|
|
||||
Operating income (loss) from continuing operations
|
(109
|
)
|
|
(89
|
)
|
|
1,066
|
|
|
(130
|
)
|
||||
Net income (loss) from continuing operations
|
(81
|
)
|
|
(60
|
)
|
|
656
|
|
|
(102
|
)
|
||||
Net income (loss) from discontinued operations
|
(3
|
)
|
|
(6
|
)
|
|
(155
|
)
|
|
116
|
|
||||
Net income (loss)
|
(84
|
)
|
|
(66
|
)
|
|
501
|
|
|
14
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
2.37
|
|
|
$
|
(0.37
|
)
|
Basic net income (loss) per share from discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.56
|
)
|
|
0.42
|
|
||||
Basic net income (loss) per share
|
$
|
(0.29
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
1.81
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
2.33
|
|
|
$
|
(0.37
|
)
|
Diluted net income (loss) per share from discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.55
|
)
|
|
0.42
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.29
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
1.78
|
|
|
$
|
0.05
|
|
|
Fiscal 2014 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
July 31
|
||||||||
Total net revenue
|
$
|
565
|
|
|
$
|
711
|
|
|
$
|
2,318
|
|
|
$
|
649
|
|
Cost of revenue
|
133
|
|
|
164
|
|
|
158
|
|
|
166
|
|
||||
All other costs and expenses
|
509
|
|
|
602
|
|
|
673
|
|
|
538
|
|
||||
Operating income (loss) from continuing operations
|
(77
|
)
|
|
(55
|
)
|
|
1,487
|
|
|
(55
|
)
|
||||
Net income (loss) from continuing operations
|
(57
|
)
|
|
(42
|
)
|
|
980
|
|
|
(28
|
)
|
||||
Net income (loss) from discontinued operations
|
46
|
|
|
5
|
|
|
4
|
|
|
(1
|
)
|
||||
Net income (loss)
|
(11
|
)
|
|
(37
|
)
|
|
984
|
|
|
(29
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
3.45
|
|
|
$
|
(0.10
|
)
|
Basic net income (loss) per share from discontinued operations
|
0.16
|
|
|
0.02
|
|
|
0.02
|
|
|
—
|
|
||||
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
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
3.38
|
|
|
$
|
(0.10
|
)
|
Diluted net income (loss) per share from discontinued operations
|
0.16
|
|
|
0.02
|
|
|
0.01
|
|
|
—
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.04
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
3.39
|
|
|
$
|
(0.10
|
)
|
(In millions)
|
Beginning
Balance
|
|
Additions
Charged to
Expense/
Revenue
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Year ended July 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
40
|
|
|
$
|
57
|
|
|
$
|
(52
|
)
|
|
$
|
45
|
|
Reserve for product returns
|
15
|
|
|
68
|
|
|
(71
|
)
|
|
12
|
|
||||
Reserve for rebates
|
21
|
|
|
97
|
|
|
(106
|
)
|
|
12
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
38
|
|
|
$
|
50
|
|
|
$
|
(48
|
)
|
|
$
|
40
|
|
Reserve for product returns
|
14
|
|
|
74
|
|
|
(73
|
)
|
|
15
|
|
||||
Reserve for rebates
|
14
|
|
|
103
|
|
|
(96
|
)
|
|
21
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2013
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
(57
|
)
|
|
$
|
38
|
|
Reserve for product returns
|
16
|
|
|
92
|
|
|
(94
|
)
|
|
14
|
|
||||
Reserve for rebates
|
16
|
|
|
107
|
|
|
(109
|
)
|
|
14
|
|
Notes:
|
The table above excludes balances and activity for our discontinued operations for all periods presented.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Brad D. Smith
|
|
51
|
|
|
President, Chief Executive Officer and Director
|
Scott D. Cook
|
|
63
|
|
|
Chairman of the Executive Committee
|
Laura A. Fennell
|
|
54
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Sasan K. Goodarzi
|
|
47
|
|
|
Executive Vice President and General Manager, Consumer Tax Group
|
H. Tayloe Stansbury
|
|
54
|
|
|
Executive Vice President and Chief Technology Officer
|
Daniel A. Wernikoff
|
|
43
|
|
|
Executive Vice President and General Manager, Small Business Group
|
R. Neil Williams
|
|
62
|
|
|
Executive Vice President and Chief Financial Officer
|
Mark J. Flournoy
|
|
49
|
|
|
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 1, 2015
|
By:
|
/s/ R. NEIL WILLIAMS
|
|
|
|
|
|
R. Neil Williams
|
|
|
|
|
|
Executive 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 1, 2015
|
Brad D. Smith
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ R. NEIL WILLIAMS
|
|
Executive Vice President and Chief Financial Officer
|
|
September 1, 2015
|
R. Neil Williams
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ MARK J. FLOURNOY
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
|
September 1, 2015
|
Mark J. Flournoy
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
/s/ WILLIAM V. CAMPBELL
|
|
Chairman of the Board of Directors
|
|
September 1, 2015
|
William V. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. COOK
|
|
Director
|
|
September 1, 2015
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD DALZELL
|
|
Director
|
|
September 1, 2015
|
Richard Dalzell
|
|
|
|
|
|
|
|
|
|
/s/ DIANE B. GREENE
|
|
Director
|
|
September 1, 2015
|
Diane B. Greene
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A. KANGAS
|
|
Director
|
|
September 1, 2015
|
Edward A. Kangas
|
|
|
|
|
|
|
|
|
|
/s/ SUZANNE NORA JOHNSON
|
|
Director
|
|
September 1, 2015
|
Suzanne Nora Johnson
|
|
|
|
|
|
|
|
|
|
/s/ DENNIS D. POWELL
|
|
Director
|
|
September 1, 2015
|
Dennis D. Powell
|
|
|
|
|
|
|
|
|
|
/s/ JEFF WEINER
|
|
Director
|
|
September 1, 2015
|
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 April 23, 2008
|
|
|
|
8-K
|
4/28/2008
|
|
|
|
|
|
|
|
|
10.02+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended December 16, 2008
|
|
|
|
S-8
333-156205
|
12/17/2008
|
|
|
|
|
|
|
|
|
10.03+
|
|
Intuit Inc. 2005 Equity Incentive Plan, as amended December 15, 2009
|
|
|
|
S-8
333-163728
|
12/15/2009
|
|
|
|
|
|
|
|
|
10.04+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as approved January 19, 2011
|
|
|
|
S-8
333-171768
|
1/19/2011
|
|
|
|
|
|
|
|
|
10.05+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012
|
|
|
|
8-K
|
7/27/2012
|
|
|
|
|
|
|
|
|
10.06+
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended through January 23, 2014
|
|
|
|
S-8 333-193551
|
1/24/2014
|
|
|
|
|
|
|
|
|
10.07+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – New Hire, Promotion or Retention Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.08+
|
|
2005 Equity Incentive Plan Form of Non-Qualified Stock Option – Focal Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.09+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Initial Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.10+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Succeeding Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.11+
|
|
2005 Equity Incentive Plan Form of Non-Employee Director Option – Committee Grant
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.12+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
8-K
|
12/18/2009
|
|
|
|
|
|
|
|
|
10.13+
|
|
Form of Director Restricted Stock Unit Grant Agreement
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.14+
|
|
Summary of Director Compensation Program
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.15+
|
|
Summary of Director Compensation Program effective January 1, 2014
|
|
|
|
10-Q
|
2/21/2014
|
|
|
|
|
|
|
|
|
10.16+
|
|
Intuit Inc. Director Grant Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
10.17+
|
|
Form of Director Restricted Stock Units Initial Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.18+
|
|
Form of Director Restricted Stock Units Initial Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.19+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.20+
|
|
Form of Director Restricted Stock Units Succeeding Grant Agreement for Mid-Year Directors
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.21+
|
|
Form of Director Restricted Stock Units Conversion Grant Agreement
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
10.22+
|
|
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
|
|
|
|
|
|
|
|
|
10.23+
|
|
Form of Amended and Restated 2005 Equity Incentive Plan Grant Agreement - Restricted Stock Unit (Performance-Based Vesting QBO Subscriptions)
|
|
|
|
10-Q
|
11/21/2014
|
|
|
|
|
|
|
|
|
10.24+
|
|
Form of CEO Restricted Stock Unit Agreement - time-based vesting (deferred release)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.25+
|
|
Form of CEO Restricted Stock Unit Agreement - performance-based - Total Shareholder Return Goals (deferred release)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.26+
|
|
Form of Restricted Stock Unit Agreement (service-based vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.27+
|
|
Form of Restricted Stock Unit Agreement (executive vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.28+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.29+
|
|
Form of Executive Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.30+
|
|
Form of Restricted Stock Unit Agreement (CEO vesting)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.31+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.32+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.33+
|
|
Form of Performance-Based Restricted Stock Unit Agreement (total shareholder return goals)
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.34+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (one year operating goal)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.35+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (three year operating goals)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.36+
|
|
Form of CEO Performance-Based Restricted Stock Unit Agreement (total shareholder return objectives)
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
10.37+
|
|
Form of 2009 Performance-Based Restricted Stock Unit Agreement
|
|
|
|
8-K
|
8/17/2009
|
|
|
|
|
|
|
|
|
10.38+
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.39+
|
|
Form of Restricted Stock Unit Award Agreement (Service-Based Vesting)
|
|
|
|
8-K
|
7/31/2006
|
|
|
|
|
|
|
|
|
10.40+
|
|
Second Amended and Restated Management Stock Purchase Program
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.41+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.42+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
10.43+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Purchased Award
|
|
|
|
10-Q
|
12/1/2006
|
|
|
|
|
|
|
|
|
10.44+
|
|
Form of Restricted Stock Unit Grant Agreement for MSPP Matching Award
|
|
|
|
10-Q
|
12/1/2006
|
|
|
|
|
|
|
|
|
10.45+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
2/9/2007
|
|
|
|
|
|
|
|
|
10.46+
|
|
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
|
|
|
|
|
|
|
|
|
10.47+
|
|
Form of Intuit Inc. Stock Option Assumption Agreement
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.48+
|
|
Form of Executive Promotion/New Hire Stock Option Agreement
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.49+
|
|
Form of Executive Restricted Stock Unit Agreement (performance vesting)
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
10.50+
|
|
Intuit Executive Relocation Policy
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
10.51+
|
|
Intuit Inc. 2005 Executive Deferred Compensation Plan, effective January 1, 2005
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
10.52+
|
|
Intuit Inc. Employee Stock Purchase Plan, as amended through January 19, 2012
|
|
|
|
S-8 333-179110
|
1/20/2012
|
|
|
|
|
|
|
|
|
10.53+
|
|
Intuit Inc. Amended and Restated Employee Stock Purchase Plan, as amended through January 22, 2015
|
|
|
|
S-8 333-201671
|
1/23/2015
|
|
|
|
|
|
|
|
|
10.54+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2014
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.55+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2015
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.56+
|
|
Intuit Inc. Performance Incentive Plan for Fiscal Year 2016
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.57+
|
|
Intuit Executive Deferred Compensation Plan, effective March 15, 2002
|
|
|
|
10-Q
|
5/31/2002
|
|
|
|
|
|
|
|
|
10.58+
|
|
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
|
|
|
|
|
|
|
|
|
10.59+
|
|
Form of Indemnification Agreement entered into by Intuit with each of its directors and certain officers
|
|
|
|
10-K
|
9/25/2002
|
|
|
|
|
|
|
|
|
10.60+
|
|
Employment offer letter between Intuit Inc. and Laura A. Fennell, dated March 31, 2004
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
10.61+
|
|
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
|
|
|
|
|
|
|
|
|
10.62+
|
|
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
|
|
|
|
|
|
|
|
|
10.63+
|
|
Employment memo dated August 14, 2014 to Sasan Goodarzi
|
|
|
|
10--K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.64+
|
|
Employment memo dated August 20, 2015 to Sasan Goodarzi
|
|
X
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.65+
|
|
Employment offer letter between Intuit Inc. and Daniel Wernikoff dated February 12, 2003
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
10.66+
|
|
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
|
|
|
|
|
|
|
|
|
10.67+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. Brad D. Smith, dated October 1, 2007
|
|
|
|
8-K
|
10/5/2007
|
|
|
|
|
|
|
|
|
10.68+
|
|
Letter Regarding Terms of Employment by and between Intuit Inc. and Mr. R. Neil Williams, dated November 2, 2007
|
|
|
|
8-K
|
11/8/2007
|
|
|
|
|
|
|
|
|
10.69+
|
|
Employment offer letter between Intuit Inc. and Tayloe Stansbury dated April 27, 2009
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.70+
|
|
Director Compensation Agreement between Intuit and Dennis D. Powell, dated February 11, 2004
|
|
|
|
10-Q
|
6/14/2004
|
|
|
|
|
|
|
|
|
10.71
|
|
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
|
|
|
|
|
|
|
|
|
10.72
|
|
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
|
|
|
|
|
|
|
|
|
10.73
|
|
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
|
|
|
|
|
|
|
|
|
10.74
|
|
Free On-Line Electronic Tax Filing Agreement Amendment, effective as of October 30, 2014, between the Internal Revenue Service and Free File, Inc.
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.75
|
|
Seventh Memorandum of Understanding on Service Standards and Disputes between the Internal Revenue Service and Free File, Incorporated, effective October 31, 2015
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.76#
|
|
Master Services Agreement between Intuit and Arvato Services, Inc., dated May 28, 2003
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
10.77
|
|
Second Amendment to Master Service Agreement between Intuit and Arvato Services, Inc., effective May 29, 2007
|
|
|
|
10-K
|
9/14/2007
|
|
|
|
|
|
|
|
|
10.78#
|
|
Amendment 3 to Master Services Agreement between Intuit and Arvato Services, Inc., effective April 1, 2008
|
|
|
|
10-Q
|
5/30/2008
|
|
|
|
|
|
|
|
|
10.79#
|
|
Amendment 5 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 19, 2010
|
|
|
|
10-Q
|
12/6/2010
|
|
|
|
|
|
|
|
|
10.80
|
|
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
|
|
|
|
|
|
|
|
|
10.81
|
|
Amendment 8 to the Master Services Agreement between Intuit and Arvato Digital Services LLC effective August 1, 2014
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.82#
|
|
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
|
|
|
|
|
|
|
|
|
10.83
|
|
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
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.84#
|
|
Second Amendment to Lease, dated as of February 23, 2010, by and between Intuit and Kilroy Realty, L.P.
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.85
|
|
Third Amendment to Lease, dated as of February 1, 2013, by and between Intuit and Kilroy Realty, L.P.
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
10.86
|
|
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
|
|
|
|
|
|
|
|
|
10.87
|
|
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
|
|
|
|
|
|
|
|
|
10.88
|
|
Second Amendment to Lease Agreement Phase 1, effective January 1, 2011, between Intuit Inc. and Charleston Properties
|
|
|
|
10-Q
|
3/1/2011
|
|
|
|
|
|
|
|
|
10.89#
|
|
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 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.
|
Name of Participant:
|
***
|
Number of Shares:
|
***
|
(a)
|
Following a Vesting Date, the Company will issue you the Shares that became vested on such Vesting Date as soon as reasonably possible after the earlier of (i) the date that is one year following the applicable Vesting Date, or (ii) the date of your death, termination of employment on account of Disability, or (iii) the occurrence of a Corporate Transaction that is a 409A Change in Control (as defined below). In the event that the 409A Change in Control precedes such Vesting Date, the Company will issue you the Shares that become vested on such Vesting Date as soon as reasonably possible following such Vesting Date. For avoidance of doubt, the occurrence of a Corporate Transaction that is not a 409A Change in Control will not trigger the issuance of Shares prior to the date that is one year following the applicable Vesting Date.
|
(b)
|
Upon the occurrence of an event described in Sections 1(b), 1(c) or 1(d), any Shares that become vested on account of the application of Sections 1(b), 1(c) or 1(d) will be issued to you by the Company as soon as reasonably possible after the occurrence thereof. In addition, upon the occurrence of an event described in Sections 1(b), 1(c) or 1(d) after a Vesting Date, any Shares that previously became vested on account of the occurrence of such Vesting Date but have not yet been issued to you shall be issued by the Company as soon as reasonably possible after the occurrence of the event described in Section 1(b), 1(c) or 1(d), but in any event in compliance with Section 409A of the Code, including the provisions of Section 6(f) below.
|
(c)
|
A “409A Change in Control” shall mean a “change in the ownership or effective control” of the Company or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulations §§1.409A-3(a)(5) and 1.409A-3(i).
|
(d)
|
For purposes of this Award, each date on which the shares are issued to you in respect of the Award is referred to as a “Settlement Date”. Until the date the Shares are issued to you, you will have no rights as a stockholder of the Company. All issuances of Shares will be subject to the requirements of Section 409A of the Code.
|
(e)
|
Notwithstanding the foregoing, upon your Termination by the Company for Cause (as defined below), any portion of the Award that has not been previously settled will terminate, be forfeited, and you will have no further right or claim to anything under this Award. “Cause” means, for purposes of this Agreement, (i) gross negligence or willful misconduct in the performance of your duties to the Company (other than as a result of a Disability) that has resulted or is likely to result in material damage to the Company, after a written demand for substantial performance is delivered to you by the Board of Directors which specifically identifies the manner in which you have not substantially performed your duties and you have been provided with a reasonable opportunity of not less than 30 days to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to the Company; or (iii) conviction of a felony or a crime involving moral turpitude. No act or failure to act by you will be considered “willful” if done or omitted by you in good faith with reasonable belief that your action or omission was in the best interests of the Company. If the term “Cause” is defined in a separate agreement between you and the Company setting forth the terms of your employment relationship with the Company, that definition of “Cause” shall apply in lieu of the definition set forth in this Section 2(e).
|
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 and the underlying Shares of Common Stock are issued (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
|
4.
|
Withholding Taxes
. This Award is generally taxable for purposes of United States federal income upon a Settlement Date based on the Fair Market Value on such date; provided that this Award may become taxable for purposes of employment taxes upon vesting, if earlier than a Settlement Date. To the extent required by applicable federal, state or other law, you shall 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 shall 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, including but not limited to withholding with respect to income and/or employment taxes on this Award, including any dividend equivalent rights paid with respect to any Shares of Common Stock underlying this Award. For purposes of this Award, “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 shall be interpreted in accordance with Section 409A of the Code. Should any payments made to you in accordance with this Agreement be determined to be payments from a nonqualified deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with your Separation from Service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after your date of Separation from Service, will be paid in a lump sum on the earlier of the date that is six (6) months after your date of Separation from Service or the date of your death. For purposes of this Agreement, a “Separation from Service” means an anticipated permanent reduction in the level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-
|
(a)
|
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% of the Target Shares that remain subject to any incomplete Performance Period, and rounding down to the nearest whole Share. The pro rata percentage will be a percentage equal to your number of full months of service since the Date of Grant
divided
by thirty-six months. Shares that become vested in accordance with this Section 1(d) will be distributed to you as soon as reasonably possible after the effective date of a waiver and general release of claims executed by you in favor of the Company and certain related persons determined by the Company in the form presented by the Company (“Release”). If you do not execute the Release within forty-five (45) days following your Termination Date, then you will not be entitled to the receipt of any Shares under this Section 1(d). If the time period to execute and/or revoke the Release spans two calendar years, then, notwithstanding anything contained herein to the contrary, Shares to be distributed to you pursuant to this Section 1(d) will not be distributed to you until the first business day in the second calendar year. Involuntary Termination means, for purposes of this Agreement, either (A) your Termination by the Company without Cause, or (B) your resignation for Good Reason. “Cause” means, for purposes of this
|
(b)
|
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 price of a share of common stock of a Member Company over the 30 trading days ending on the effective date of the Corporate Transaction, in each case adjusted for changes in capital structure. This Award will vest immediately prior to the consummation of such Corporate Transaction based on the CIC Achievement Level. Shares that become vested in accordance with this Section 1(e) will be distributed as soon as reasonably possible after such determinations are complete. For avoidance of doubt, with respect to any incomplete Performance Period, this provision is intended to result in you vesting in the number of Shares corresponding to the CIC Achievement Level, without Committee certification, provided that you are employed immediately prior to the consummation of a Corporate Transaction.
|
(c)
|
|
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 and the underlying Shares of Common Stock are issued (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 and the underlying Shares of Common Stock are issued).
|
4.
|
Withholding Taxes
. This Award is generally taxable for purposes of United States federal income taxes on vesting based on the Fair Market Value on the Settlement Date; provided that this Award may become taxable for purposes of employment taxes upon vesting, if earlier than a Settlement 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, including but not limited to withholding with respect to income and/or employment taxes on this Award, including any dividend equivalent rights paid with respect to any Shares of Common Stock underlying this Award. “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. Should any payments made to you in accordance with this Agreement be determined to be payments from a nonqualified deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with your Separation from Service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after your date of Separation from Service, will be paid in a lump sum on the earlier of the date that is six (6) months after your date of Separation from Service or the date of your death. For purposes of this Agreement, a “Separation from Service” means an anticipated permanent reduction in the level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to you in accordance with this Agreement shall be treated as a right to a series of separate payments.
|
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 2016 fiscal year that begins August 1, 2015 and ends on July 31, 2016 (“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 delegate otherwise specifically approves such participation. Senior Officers who are Participants in the IPI are not eligible to simultaneously participate in any other bonus or cash incentive plan, unless the Compensation Committee otherwise specifically approves such participation. An employee must commence employment or otherwise become eligible to participate in the IPI no later than April 1, 2016 to be eligible for a bonus award under the IPI for the Fiscal Year. Being a
|
5.
|
Plan Year
: The IPI operates on a fiscal year basis, August 1, 2015 through July 31, 2016.
|
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 July 31, 2016 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 July 31, 2016 is not entitled to a partial or pro rata bonus award. Intuit may make exceptions in its sole discretion, provided, however, any such exception must be made by the Compensation Committee or its delegate. There is no minimum award or guaranteed payment. A bonus award is calculated at the discretion of the Compensation Committee after considering Intuit’s performance, the Participant’s bonus target and performance for the Fiscal Year and the bonus pool has been determined and made available for bonus awards under the IPI for the Fiscal Year.
|
a.
|
Bonus Targets
:
|
i.
|
For each Participant who is paid an annual salary, his or her bonus target shall be established as a percentage of the Participant’s annual base salary. For each Participant who is paid on an hourly basis, his or her bonus target shall be established as a percentage of the Participant’s projected annual hourly pay based on the number of hours that the Participant is expected to work. A Participant who is not a Participant for the entire Fiscal Year may have his or her bonus target calculated with respect to a portion of his or her annual base salary or projected annual hourly pay for the Fiscal Year.
|
ii.
|
When an employee becomes a Participant, he or she shall be advised of his or her bonus target for the Fiscal Year.
|
iii.
|
Following the beginning of the Fiscal Year, each Participant shall be advised of his or her bonus target by the executive leader of the Participant’s business or functional unit or the executive leader’s designee.
|
iv.
|
The Compensation Committee shall establish individual bonus targets for Senior Officers who are Participants. The President and Chief Executive Officer may establish individual bonus targets for other officers who are Participants. Bonus targets for other employees whose bonus targets are not established by the Compensation Committee or the President and Chief Executive Officer shall be established by the Senior Vice President of Human Resources or his/her delegate in consultation with Intuit’s President and Chief Executive Officer.
|
v.
|
A Participant’s bonus target for the Fiscal Year may be determined based upon a variety of factors, including but not limited to, Intuit’s corporate and financial goals, his or her base salary or base pay, position or level. A bonus target does not guarantee that a bonus award will be made or, if a bonus award is made, that it will be made at the target rate.
|
b.
|
Determination of a Bonus Award Amount
|
i.
|
The amount of a bonus award to a Participant who is a Senior Officer shall be determined by the Compensation Committee, in consultation with Intuit’s President and Chief Executive Officer. The amount of a bonus award to a Participant who is not a Senior Officer shall be determined by the executive leader of the Participant’s business unit or functional group and Intuit’s President and Chief Executive Officer in consultation with the Participant’s direct manager and the Senior Vice President of Human Resources or his/her delegate.
|
ii.
|
A Participant’s bonus award shall be linked to an assessment of Intuit’s achievement of corporate and financial goals and the Participant’s total job performance for the Fiscal Year. Factors that may be considered, include but are not limited to, what the Participant does to advance Intuit’s success and how the Participant does it, especially leadership, balance of short-term actions with long-term goals, resource allocation and maintenance by the Participant of focus on Intuit while prioritizing the needs of customers, employees and stockholders.
|
iii.
|
There is neither a minimum nor maximum amount of a bonus award that may be paid to a Participant for the Fiscal Year. Subject to the terms and conditions of Section 6, at Intuit’s discretion, a bonus award amount may be prorated based on the length of a Participant’s service or other factors, provided, however, that decisions relating to Senior Officers must be made by the Compensation Committee.
|
iv.
|
Any bonus award paid to a Participant is subject to all applicable taxes and withholding.
|
c.
|
When Bonus Awards are Paid
: The timing for payment of a bonus award shall be determined by the Senior Vice President of Human Resources or his/her delegate in consultation with Intuit’s President and Chief Executive Officer and other senior management. A Participant has no right to a bonus award or any portion of a bonus award until it is earned. Notwithstanding the foregoing, in the event of an administrative error in the calculation or payment of a bonus award to a Participant, Intuit reserves the right to seek recovery from a Participant of an erroneously paid excessive bonus amount. Once a bonus award is no longer subject to a “substantial risk of forfeiture” (as determined pursuant to regulations and/or other guidance promulgated under Section 409A of the Code), then it shall be paid not later than the later of: (i) 2½ months after the end of Intuit’s first taxable year when the bonus award is no longer subject to such “substantial risk of forfeiture”, or (ii) 2½ months after the end of such Participant’s first taxable year when the bonus award is no longer subject to such “substantial risk of forfeiture”; unless a later date is established by Intuit, or Intuit permits the Participant to designate a later date, in either case only as permitted under Section 409A of the Code.
|
7.
|
Unfunded
: The IPI is not funded. Bonus awards, if any, shall be made from the general assets of Intuit. The Compensation Committee shall determine in its sole discretion the amount of funds that shall be made available for bonus awards under the IPI based on Intuit’s performance for the Fiscal Year, but which may not in any event exceed 150% of the bonus targets for all Participants, calculated on an aggregate, company-wide basis. Intuit’s performance for this purpose may be measured in a number of ways, including but not
|
8.
|
Amendment
: The Compensation Committee has the authority to terminate, change, modify or amend the provisions of the IPI at any time in its sole discretion, including during or after the Fiscal Year. Notwithstanding the foregoing, Intuit’s President and Chief Executive Officer, Chief Financial Officer and Senior Vice President of Human Resources each individually, has the authority to make amendments to the IPI that do not significantly increase the cost of the IPI and which in such individual’s determination (i) clarify the terms of the IPI; (ii) assist in the administration of the IPI; (iii) are necessary or advisable for the IPI to comply with applicable law; or (iv) are necessary or advisable for the IPI to provide “performance-based compensation” within the meaning of Code Section 409A.
|
9.
|
Administration and Discretion
: Except as otherwise required for Senior Officers under the Charter of the Compensation Committee or as otherwise expressly provided in the IPI, Intuit’s President and Chief Executive Officer and the Senior Vice President of Human Resources or his/her delegate each have the discretion to: (a) adopt such rules, regulations, agreements and instruments as deemed necessary to administer the IPI; (b) interpret the terms of the IPI; (c) determine an employee’s eligibility under the IPI; (d) determine whether a Participant is to receive a bonus award under the IPI; (e) determine the amount of any bonus award to a Participant, if any; (f) determine when a bonus award is to be paid to a Participant and whether any such bonus award should be prorated based on the Participant’s service or other factors; (g) determine whether a bonus award will be made in replacement of or as an alternative to any other incentive or compensation plan of Intuit or of an acquired business unit or corporation; (h) grant waivers of IPI standard procedures and policies; (i) correct any defect, supply any omission, or reconcile any inconsistency in the IPI, any bonus award or any notice to Participants or a Participant regarding bonus awards; and (j) take any and all other actions as deemed necessary or advisable for the proper administration of the IPI.
|
10.
|
Participation Provides No Guarantee of Employment
: Employment at Intuit is at-will and participation in the IPI in no way constitutes an employment contract conferring either a right or obligation of continued employment.
|
11.
|
Governing Law
: The IPI will be governed by and construed in accordance with the laws of the State of California, without regard to choice of law principles of California or other jurisdictions. Any action, suit, or proceeding relating to the IPI or any bonus award target or bonus award granted under the IPI shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
1.1
|
“
Affiliate
” of the Member, Executive Director, or other entity shall mean any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member, Executive Director, or other entity, as applicable. The term “control,” as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than 50 percent of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity, or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.
|
1.2
|
“
FFI Filers
” shall mean those taxpayers with an Adjusted Gross Income (AGI) equal to or less than 70 percent of all United States (U.S.) taxpayers or below for the prior year, including those least able to afford e-filing tax returns, based upon verifiable characteristics in their tax return and, as a result, who for free, online tax return preparation and filing services are offered by an individual Member.
|
1.3
|
“
Bankruptcy
” shall mean: (a) the filing of an application by the Member for, or its consent to, the appointment of a trustee, receiver, or custodian of its assets; (b) the entry of an order for relief with respect to the Member in proceedings under the U.S. Bankruptcy Code, as amended or superseded from time to time; (c) the making by the Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of the Member unless the proceedings and the Person appointed are dismissed within ninety (90) days; or (e) the failure by the Member generally to pay its debts as the debts become due within the meaning of Section 303(h)(l) of the U.S. Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of its inability to pay its debts as they become due.
|
1.4
|
“
Code
” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the provisions of succeeding law.
|
1.5
|
“
Coverage
” shall mean the lowest 70 percent of taxpayer population calculated using AGI. The IRS uses the prior year tax return information to compute the AGI amount that equates to 70 percent of the tax return population. The number of taxpayers covered each year will be adjusted for each filing season thereafter based on taxpayer population and income changes, but the agreed upon percentage of coverage will not change.
|
1.6
|
The “
IRS
” shall mean the Internal Revenue Service.
|
1.7
|
“
Executive Director
” shall mean the Executive Director of FFI.
|
1.8
|
“
Member’s Free File Website
” shall mean Members’ websites that offer free, online tax return
|
1.9
|
“
Member
” shall mean each company in the electronic tax preparation and filing industry who is a member in good standing with FFI
|
1.10
|
“
Member Free File Landing Page
” shall mean the first page a taxpayer sees when leaving the IRS site to the Member company’s site.
|
1.11
|
“
New Market Entrant
” shall mean a Person who is not yet a Member that intends to offer Services in the upcoming tax season but has not done so for past seasons.
|
1.12
|
“
Person
” shall mean an individual, partnership, limited partnership, limited liability company, corporation, association, or any other entity.
|
1.13
|
“
Services
” Shall mean free, online tax return preparation and Filing of Federal individual income tax returns.
|
1.14
|
“
Software Programs
” shall mean the software program a Member uses to provide online tax return preparation and filing services to taxpayers.
|
1.15
|
“
Treasury Regulations
” shall, unless the context clearly indicates otherwise, mean the regulations in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.
|
1.16
|
The “
IRS Website
” refers to
www.irs.gov
(or
IRS.gov
).
|
1.17
|
The “
IRS Free File Website
” shall mean the website hosted and maintained by the IRS through which the Services are offered to taxpayers.
|
1.18
|
The “
IRS Free File Landing Page
” shall mean the introductory IRS Free File splash screen or landing site within the IRS Website.
|
1.19
|
“
Unbranded Fillable Form Utility
” shall mean an unbranded software product that is forms based and provided by a FFI Member in compliance with the particular requirements, limitations, and standards applicable to that service as set forth in the IRS Free File Program Fillable Forms Utility Specifications dated December 9, 2008, and is chosen by the IRS for placement on the IRS Website.
|
1.20
|
“
Member’s Paid Service Offering Page
” shall mean the Web page where taxpayers can review specific offers to procure for a fee tax-related, value-added services sold by a FFI member, and which can be reached by a taxpayer from the Member’s Free File Landing Page.
|
1.21
|
“
State Free File Program
” shall mean those programs in states that offer free preparation and e-filing of individual tax returns based on criteria that are materially consistent with the federal Free File program, and which do not provide taxpayer- funded online software for tax preparation and e-filing. In 2014, there are 21 states and the District of Columbia participating in the State Free File Program (see
|
1.22
|
“
Non-Free File States
” shall mean those states that have their own taxpayer-funded online software for tax preparation and e-filing.
|
1.23
|
“
Active Duty Military
” shall mean those individual taxpayers currently serving full time in the armed forces, including the United States Army, Navy, Marines, Air Force, Coast Guard, and National Guard, and whose income equates to the lowest 70% of the national AGI.
|
1.24
|
“Value Added Services” shall mean, for the purposes of this MOU, all paid services offered by Members to individual taxpayers that fall outside the scope of the Free File program.
|
1.25
|
“Value Added Button” shall mean the icon or link on a Member’s Free File Landing Page that provides a taxpayer with access to a Member’s Value Added Services.
|
2.1
|
Make tax return preparation and filing easier and reduce the burden on individual taxpayers, particularly the economically disadvantaged and underserved populations;
|
2.2
|
Support the IRS’s statutory goals of increased electronic filing, pursuant to the IRS Restructuring and Reform Act of 1998;
|
2.3
|
Provide greater service and access to the Services to taxpayers; and
|
2.4
|
Implement one of the proposals in the President’s Fiscal Year 2003 budget, specifically to encourage further growth in electronic filing by providing taxpayers the option to file their tax return online without charge using cooperation with, and encouraging competition within, the private sector.
|
4.1
|
Level of Service
.
|
4.1.1
|
Each Member and New Market Entrant shall:
|
(i)
|
Be engaged in the electronic tax preparation and filing industry;
|
(ii)
|
Have processed a cumulative total of 2,500 online returns during previous years, or has processed 25,000 e-file returns before becoming a Member;
|
(iii)
|
Meet a 75 percent acceptance rate for electronic returns for traditional Free File throughout the filing season, excluding business rules and any subsequent codes associated with prior year AGI and self-select pin mis- matches. The IRS will work with FFI to identify any business rule errors that are a result of new legislation and/or policy. Specific business rule errors may be excluded from the computation of a company’s acceptance rate.
|
(iv)
|
Meet any increased standard agreed to for subsequent years by the IRS and FFI
|
4.1.2
|
Any Member who does not meet the minimum acceptance rate set out in
|
4.1.3
|
Each Member and New Market Entrant shall:
|
(i)
|
Make its Services available to not less than 10 percent and not more than 50 percent of the individual taxpayer population, or approximately seventy million (70,000,000) taxpayers, within the Coverage. Additionally, any free services offered under this MOU to Active Duty Military members who meet the requirement of earning no more than the lowest 70% of the national AGI shall be exempt from this service cap of 50% of the taxpayer population. Notwithstanding other terms in this MOU, this provision exempting eligible Active Duty Military members from the service cap shall become effective in January 2015;
|
(ii)
|
Offer its Services on a non-discriminatory basis;
|
(iii)
|
Be an authorized IRS e-File Provider in accordance with IRS Revenue Procedure 2005-60;
|
(iv)
|
Be in compliance with applicable Department of Treasury/IRS rules, including, but not limited to, 31 C.F.R. Part 10, IRS Revenue Procedure 2005-60, current versions of IRS Publications 1345, 1345-A and 3112, 4164, Modernized e-File (MeF) Guide for Software Developers and Transmitters, 1436 Test Package for Electronic Filers of Individual Income Tax Returns for Tax Year 2014 and IRC Section 7216;
|
(v)
|
Possess and provide appropriate documentation to the IRS and the Executive Director demonstrating they have acquired third party security and privacy certifications which are applicable for the period the company is actively listed on the IRS Free File Website; and
|
(vi)
|
Have appropriate logos or seals (for both privacy and security) from acceptable and recognized third party privacy and security certification providers placed in
|
(vii)
|
New Market Entrants shall self-certify in writing to the Executive Director, and available upon request to the IRS, that the New Market Entrant has sufficient technical capacity to meet the Level of Service requirements as set forth in this MOU and then current FFI Operating Agreement and are commercial tax preparation software providers aside from their FFI offering.
|
4.1.4
|
Participation of Non-Profits. Non-Profit Organizations will be allowed to participate in the Free File program provided that they meet all of the requirements specified in the MOU, including, but not limited to, that their services and products cannot be paid for with Government funds.
|
4.2
|
OMITTED BY INTENTION:
|
4.3
|
Only one version of each Software Program permitted other than an unbranded fillable forms utility.
|
4.3.1
|
Only one version of a Software Program is permitted per Member, except that any Member that chooses to offer an unbranded fillable form Software Program may offer that product in addition to the Software Program that is accessible from the Member’s Free File Website. This provision does not preclude a Member from using the same Software Program for access both from the Member’s Free File Website and as an unbranded fillable form accessible from the IRS’s website. A Member may own the copyright in a Software Program or have a valid license to use a Software Program, but a Software Program may not be used by more than one Person to obtain FFI membership.
|
4.3.2
|
Members and/or any New Market Entrant applying for membership with FFI will provide the Executive Director with information as requested by the Executive Director to permit a determination as to whether Software Programs are duplicative and/or substantially similar based upon features, functions, and/or general characteristics and would violate Section 4.3.1. The IRS or the Executive Director shall review the following list of characteristics (i) through (vii), and request any facts needed from the Member or possible New Market Entrant that will assist in this evaluation. No single characteristic below is dispositive of any determination as to whether software is identical or similar. The IRS or the Executive Director may weigh items (i), (ii) and (iii) most heavily, but can take into account any fact or factor:
|
(i)
|
The degree to which the underlying software programs are substantially identical or similar;
|
(ii)
|
Changes in the logo, color, and presentation do not transform similar software programs into different versions;
|
(iii)
|
The degree to which two software programs have a look or feel that is identical or similar;
|
(iv)
|
The relationship, if any, of the respective owners of companies; for example, the degree to which corporate officers are the same or dissimilar; whether locations of incorporation are the same or similar, whether the same Uniform Resource Locator is being used by more than one entity; the degree to which two member companies
|
(v)
|
The degree to which the company’s revenue is related to FFI or principally through commercial sales of software, tax preparation services, and electronic filing to the general public;
|
(vi)
|
The degree to which each company has adequate financial resources;
|
(vii)
|
The degree to which each company has the necessary organization, experience, operational controls, and technical skills to participate in the tax software preparation industry;
|
(viii)
|
The degree to which each company has the necessary technical equipment and facilities; provided that companies are permitted to sell, license, or otherwise transfer software programs for services utilized in FFI offerings, but such sale, license, or other arrangement may be reviewed for its underlying purpose and must be consistent with this entire section; or
|
(ix)
|
The degree to which the company has offered and sold tax preparation software and e-filing services competitively in substantial quantities to the general public in the commercial marketplace based on established catalog prices. For these purposes, catalog prices shall be interpreted consistent with the current definition as described in FAR Part 2.101, or if repealed in entirety, the last version of such definition.
|
4.3.3
|
Members and/or New Market Entrants applying for membership in FFI will make the following disclosures with respect to any licensed Software Programs:
|
(i)
|
Disclose whether another Person owns more than 25 percent of the code of the licensed Software Program. In the event another Person owns more than 25 percent of the code of the proposed Software Program, the Member and/or New Market Entrants applying for membership must additionally disclose the Person from whom the license has been obtained, as well as the business address and contact point to verify the scope of the license and the relationship between the parties.
|
(ii)
|
Disclose whether another Person is providing the Member and/or New Market Entrant with servers or other back-end support other than telecommunications, and provide the business address and contact information for such Person.
|
4.3.4
|
All Members shall adhere to industry best practices to ensure the taxpayer return information entrusted to them is secure and the privacy of such information is maintained. In any instance where a Member company contracts with a Service Provider to obtain technology services, the Service Provider must adhere to the established industry best practices standard. To the extent multiple Members rely on a single service provider for front or back office services (not Internet Service Provider services), such Members must maintain such taxpayer security and privacy from others who share these service providers.
|
4.4
|
Functionality of Member’s Website and Software Program
. Members and/or New Market Entrants will provide the Executive Director and the IRS with a link to the Member’s and/or New Market Entrant’s proposed Member’s Free File Website no less than 8 business days before the Website is expected to go live. Members’ Free File Websites will be functionally
|
4.5
|
Disclosure of Forms and Schedules and Limitations
.
|
4.5.1
|
Each Member will offer all of the same federal forms and schedules as offered in their basic commercial online consumer programs if they are outside of the minimum required core forms and schedules.
|
4.5.2
|
Each Member will offer as a minimum the Core Forms and Schedules as shown in Attachment 1. IRS reserves the right to negotiate with FFI to add new forms before the start of the filing season as necessitated by new legislation.
|
4.5.3
|
Each Member and/or New Market Entrant will disclose any limitations in the forms and schedules that are likely to be needed to support Members and/or New Market Entrant’s free offerings. This disclosure shall take place on Members’ and/or New Market Entrants’ Free File Landing Pages (or such page must have a clear link to such disclosures directly from this page). Representative examples of limitations required to be disclosed include, but are not limited to, the inability to support more than one W-2 Form, and/or the lack of a form necessary to prepare a return that is likely to be based on the offer. Limitations in forms and schedules do not include any form that is not routinely required, e.g., the separate forms required for taxpayers with foreign income, unless a Member’s offering is particularly orientated around such forms.
|
4.5.4
|
Each Member will clearly disclose the supported schedules and forms in addition to the required core forms supported on the Members’ Free File Landing Pages or through links on such page.
|
4.6
|
Security
.
|
4.6.1
|
Members will comply with the IRS e-file Security and Privacy Standards, http://www.irs.gov/uac/IRS-e-file-Security-Privacy-and-Business-Standards- Mandated-as-of-January-1-2010
|
4.6.2
|
Members will provide no later than December 15th, each year to the IRS the following information:
|
i.
|
The identity of the company’s Approved Payment Card Industry (PCI) scanning vendor, https://www.pcisecuritystandards.org/approved_companies_providers/ap proved_scanning_vendors.php .
|
ii.
|
An Executive Summary of the Member’s PCI Vulnerability Security Scan. The summary shall include the name of the certified PCI scanning vendor, the date the scan conducted, how many live hosts were scanned, and a discussion of the findings. Vulnerability severity levels should be used to categorize the vulnerabilities (i.e., critical problem or high risk, areas of concern, or medium risk
|
4.6.3
|
Members will possess and provide appropriate documentation to the IRS and the Executive Director demonstrating they have acquired third party security and privacy certifications.
|
4.6.4
|
Annually before filing season launch, FFI, or its Members, will conduct penetration and vulnerability assessment of individual Members prior to the start of the filing season. The annual assessments will be conducted prior to, or concurrent with, the annual Acceptance Testing System (ATS) testing. Services relating to this assessment must be obtained from a list of approved vendors jointly created by the IRS and FFI
|
4.6.5
|
If a Member is not listed, or is delisted by agreement of the IRS and Executive Director due to perceived security or privacy vulnerabilities, the IRS and FFI have the independent authority to require a penetration test be conducted by an approved third party vendor chosen by the Member if the Member is delisted for concerns which include, but are not limited to, such penetration.
|
4.6.6
|
Only the Executive Director, the IRS, and affected individual company will be apprised of a Member’s deficiencies identified as a result of any assessment by the IRS or Free File Inc.
|
4.6.7
|
Implementation of Completely Automated Turning Test to Tell Computers and Humans Apart (CAPTCHA). Members must implement a CAPTCHA program on the Member’s Free File Website as a condition for participation in the program. The CAPTCHA images of text should be distorted randomly and users must then manually enter the text identically as it appears on the screen. The CAPTCHA must be implemented such that a user must successfully complete the CAPTCHA test for proceeding to the next screen. For additional information on the CAPTCHA program, Members may refer to Carnegie Mellon University’s CAPTCHA resource page:
http://www.captcha.net
|
4.6.8
|
Each Member will ensure that visually impaired taxpayers may access and complete the CAPTCHA program.
|
4.7
|
Hacker Attacks and Attempts at Intrusion on Member Websites
.
|
4.7.1
|
Any Member that learns of an inappropriate disclosure of a taxpayer’s return information to an unauthorized Person, in the course Member’s provision of Services, must immediately:
|
i.
|
Report as soon as possible the unauthorized disclosure to the Executive Director and the IRS but not later than the next business day after confirmation of the incident. Members shall follow the Instructions on IRS.gov for submitting incident reports, http://www.irs.gov/Tax- Professionals/e-File-Providers-&-Partners/Instructions-for--Reporting- Web-site-Security-Incidents-(updated-10-02-08).
|
ii.
|
Shut down Member’s Free File Website at the time of detection.
|
4.7.2
|
The Executive Director and/or the IRS have complete emergency authority to shut down and/or remove the link to any Member’s Free File Website if the Executive Director and/or the IRS believe, based upon objective information, that
|
4.8
|
One Time No Cost Refiling of Taxpayer Return.
When the IRS has rejected a taxpayer’s return, Members will permit the IRS rejected return to be refiled at least one time without cost to the taxpayer regardless of whether the IRS rejected the taxpayer’s return solely as a result of the taxpayer’s mistake, e.g., the taxpayer’s entry of an incorrect SSN causes the IRS rejection of the taxpayer’s return.
|
4.9
|
Self-Select Personal Identification Numbers (PINs)
. Members must permit self- select PINs as an option for taxpayers who qualify for electronic filing of free services.
|
4.10
|
Time Out Feature
. All Members must include a feature in their tax preparation software that will “time out” the session after no changes are made for a period of time consistent with best practices approved by privacy seal certification program.
|
4.11
|
Guarantee of Calculations
.
|
4.11.1
|
Each Member shall guarantee the calculations performed by its federal free file offering. State returns are not included in this guarantee. For the purposes of this section, the term “Calculations” is defined to mean the numerical addition, subtraction, or multiplication of numbers, and related automatic features that select numbers from tax tables. Calculations do not include any instance where a taxpayer can make a decision to substitute a number for the one automatically computed by the program, and Members are not responsible for changes in tax law made by the Congress during the tax season. All Members will pay any IRS penalties and/or interest resulting from an error in the Member’s Software Program’s Calculations, notwithstanding the lack of revenue from FFI Filers. The amount of this guarantee shall be limited to the amount accrued when the IRS provides notice to the taxpayer of an improper calculation.
|
4.11.2
|
Third Party Certification of Returns. Each Member company may be required to obtain third party certification that its tax software program accurately prepares the taxpayer’s return.
|
4.12
|
Section 7216 Compliance
. Members shall only use or disclose the tax return data Members collect in provision of Services to taxpayers in accordance with the provisions of Section 7216 of the Code.
|
4.12.1
|
Members will validate that the servers and transmission of tax return data are located in the U.S. If the servers or transmitter are located outside the U.S. or any territory or possession of
|
4.13
|
Use of SSN
. Whenever taxpayers are requested or required to provide their SSN, it must be part of a secure session.
|
4.14
|
Link Back to the IRS.gov Site
. Members must provide a hyperlink for users to return to the IRS Free File Website at the time the taxpayer is informed they do not qualify for the Member’s free offer, and a second link back on the Member’s Free File Landing Page.
|
4.15
|
Disclosure of Customer Service Options
. Members must clearly list their customer service options and the associated fees, if any. This disclosure must be available on the Member’s Free File Landing Page (or such page must have a clear link to such disclosures directly from this page). Members must provide taxpayers a method to obtain the status of their tax return.
|
4.16
|
Printing Returns
.
|
4.16.1
|
Members must permit a taxpayer who qualifies for a free return to print their return for free on their personal computer system for both e-filed and paper filed returns. This capacity must be provided for the same period of time (e.g., 3 days, 3 weeks, or 3 months) that such services are provided for free to commercial customers.
|
4.16.2
|
Members must permit a taxpayer who does not qualify for a free return to print their return after paying the applicable fee, if any, charged to Members’ commercial customers.
|
4.16.3
|
Members must permit taxpayers who have begun to complete a tax return to complete the return during the current tax year
|
4.17
|
Availability of Free Services
. If a Member’s services have not been made available on or before March 15 of any tax season, the Member will not be listed after that
|
4.18
|
Blackouts
. Maintaining a consistent level of service is important.
|
4.18.1
|
No planned blackouts of service are permitted from January 15 through April 15.
|
4.18.2
|
Unplanned blackouts or scheduled maintenance in excess of 5 hours requires electronic
|
4.18.3
|
During any unplanned blackout or scheduled maintenance, customers seeking to access the Free File option should not be directed to or have access to the fee- based services of the Member.
|
4.19
|
Contact Person for Notification.
Each Member, in making its offer, shall provide a contact name and number of a person(s) who may be reached 24 hours per day/7 days a week for issues regarding unavailability of the services and security breach of taxpayer data. The IRS (as well as the Executive Director) is entitled to delist any Member if contacts with such person are not successful within a 12 hour period.
|
4.20
|
Eligible Taxpayers/No Promotional Codes or Rebates/Links to Paid Sites
. In providing free services to qualified taxpayers, Member programs cannot utilize promotional codes or rebates as the methodology of providing free services.
|
4.20.1
|
Tagging of Returns. For taxpayers who enter a Member Free File Website from the IRS Free File Website and save any portion of their return, that return should be “tagged” so as to remain eligible for the Member’s free offer. This paragraph does not apply to those services offered by Members in permitting extensions (4868) to be filed.
|
4.20.2
|
Ineligibility Notification. Free File programs must unequivocally inform taxpayers who are ineligible for the free offer:
|
i.
|
That they are ineligible for the free file offer, and
|
ii.
|
The reason that they are not eligible for the offer, prior to, or on the same screen as, being shown any proposed billing arrangement (e.g., credit card screen). At this time the taxpayer will be notified of their options to:
|
a.
|
Continue on the Member site and pay a fee to file their federal and/or state return, or
|
b.
|
Return to the Free File landing page.
|
4.20.3
|
Links to Paid Site. Providing an automatic link from the IRS Free File Website to a Member’s paid website will result in delisting.
|
4.20.4
|
Solicitation for Payment. Members shall not post a billing screen requesting or collecting bank/financial information (e.g., debit/credit card information) from customers who qualify for a free return where no state tax return products have been purchased.
|
4.21
|
Date Changes
. The IRS has the authority to change any date utilized in this MOU to conform to changes made in regulatory or statutory requirements, or to update the MOU each calendar year. Notice of such change will be tied to such specific regulatory or statutory requirements.
|
4.22
|
Disclosure of State Preparation and Filing Options
. FFI shall offer free state tax preparation and e-filing in all states that participate in a State Free File Program. FFI is not required to provide free services for state returns in Non-Free File States. The IRS will not provide links to any Non-Free File State Department of Revenue websites from the IRS.gov Free File Website.
|
4.22.1
|
FFI members must disclose their state service offerings on each individual Member’s Free File Landing Page and make clear whether such returns are free or paid. Any offer for paid state return preparation and e-filing services shall state clearly all the details of the offer, including a single, consolidated fee for such service. Free or paid state offers shall be displayed on the Free File Landing Page as prominently as any additional services offered. Members must provide the list of states that they currently support. This list shall only include states that have completed state testing and whose software programs have been approved by the state and are ready for use. Members shall include a listing of each State Free File Program that the Member participates in and a hyperlink that will allow taxpayers to access the Members’ Department of Revenue State Free File offering.
|
4.22.2
|
The IRS may provide information for taxpayers on the IRS Free File Website.
|
i.
|
Federal Free File supports preparation of Federal tax returns. Many member companies also offer free or paid state tax preparation and e-filing services.
|
ii.
|
Some companies may not offer state tax preparation and e-file services for all states.
|
4.23
|
Unilateral Changes by U.S. Government
. Any unilateral changes imposed by the
|
4.24
|
Compliance with Federal, State, and Local Laws
. Each Member shall provide all Services in accordance with all applicable federal, state, and local laws, rules, and regulations. Each Member shall immediately notify the Executive Director upon its receipt of any notification, oral or written, alleging that such Member is not providing the Services as set forth herein.
|
4.25
|
No Transfer or Assignment of Membership Permitted.
No Member may transfer its membership interest in FFI to any Person, unless as a result of a merger or acquisition to a successor corporation to the Member reported in a timely fashion to FFI
|
4.26
|
Free File Indicator
. Members will provide an electronic Free File indicator. If the Member is providing a Spanish version of their Free File product they will provide a Spanish Free File indicator.
|
4.26.1
|
The IRS agrees it will not use the indicator to build a marketing database;
|
4.26.2
|
The IRS agrees it will not use the indicator to compile company specific data or proprietary data;
|
4.26.3
|
The IRS agrees it will only use the database to create aggregate data profiles of all users;
|
4.27
|
Disclosure
. The IRS will ensure its Freedom of Information Act office is aware of FFI concerns about disclosure of company specific data, and actively afford notice and opportunity
|
4.27.1
|
The IRS will promptly notify the Executive Director in writing if a governmental agency or entity, including, but not limited to the Congress, any Inspector General, or Taxpayer Advocate, or a private party is requesting aggregate data concerning individual Members; and the IRS has concluded it cannot refuse to provide such data:
|
i.
|
The Executive Director upon receipt of the IRS’s written notification may immediately advise Members that they can cease providing the indicator;
|
ii.
|
FFI cannot unilaterally suspend the indicator absent proof which it supplies the IRS that the aggregate data concerning an individual Member described above has been compiled or released;
|
iii.
|
In the event any domestic law enforcement agency formally subpoenas or provides the IRS with appropriate process for data resulting from the indicator that is not aggregated, notification to the Executive Director can be delayed for a period not to exceed 90 days; and
|
iv.
|
Any Member(s) which suspends the indicator in accordance with the terms described above shall be expected to provide the total number of accepted e-filed tax returns originating from their Free File service under procedures mutually agreed to by the IRS and the Executive Director.
|
4.28
|
Pop-ups, Spyware and other Marketing Tools
. The IRS will work with FFI to develop further agreed upon guidance for Members to ensure that their web sites/Free File pages are in compliance with IRC §7216 with respect to pop-ups, pop-unders, adware, spyware, etc.
|
4.29
|
Customer Satisfaction Survey
. The Members will provide the necessary support to accomplish a customer satisfaction survey.
|
4.30
|
Annual Review
. For any multi-year agreement between the IRS and the FFI on an annual basis, the parties will review the Free File Program and decide what, if any, improvements need to be made for the next filing season. Any improvements agree to by the parties shall be reflected in an MOU executed by the parties.
|
4.31
|
Annual Revision.
The IRS and the Executive Director may annually revise the MOU between the parties that provides structure for the roles.
|
4.32
|
Modifications to Standards of Practice
. The Executive Director and the IRS may unilaterally propose additional standards necessary for the Standards of Practice during the tax season. Any additional standards shall be provided to the Members by email. The Executive Director and/or the IRS shall determine whether the standards need to become effective immediately or can await a Member meeting. In any instance where the Executive Director and/or the IRS believe the standards need to be immediately effective, the immediacy of the effect of the new standard shall be noted in the email transmittal, and the additional standards will become effective 5 days later, or the first business day if the fifth day falls on a weekend or holiday.
|
4.33
|
Permitted Sales, Limits on Ancillary Sales, and Selling Activity
|
4.33.1
|
Sale of State Tax Returns Permitted But Not Required. Taxpayers who enter a Member’s
|
4.33.2
|
Sale of Federal Return When Taxpayer Does Not Qualify is Permitted. When a taxpayer enters a Member’s Free File Landing Page and begins to complete a return but ultimately cannot qualify for the Member’s free offer, the Member may then offer the taxpayer the right to pay a fee for the Member’s return services, which charge should not exceed the usual commercial price for such services. For taxpayers who do not qualify for the federal offer, the fee for the federal return must be presented on the company’s landing page with a typeface and prominence no less than the majority of text on the page. The Member must also provide an option for the taxpayer to return to the Federal Free File site. Free returns cannot be provided to those who do not qualify.
|
4.33.3
|
Reasonable and Customary Charges for Taxpayer Use of Credit Card or its Equivalent Are Permitted. A Member company may charge taxpayers who have a balance due reasonable and customary charges from credit card service providers or their equivalent related to payment services they provide. Refund Anticipation Loans, Refund Anticipation Checks, and other forms of payment are not permitted by this section.
|
4.33.4
|
Contact to Taxpayers. Subsequent to communications related to the preparation, filing, or acceptance of any return, Members may market tax preparation services to Free File users provided that the taxpayer has affirmatively opted to receive such offerings.
|
4.33.5
|
No Other Sales and Selling Activity. No additional sales or selling activity are permitted to Free File customers except as described above.
|
4.33.6
|
Permitted Notice of Other Services on Member Free File Landing Pages. The Member’s and/or New Entrant’s Free File Landing Page shall primarily promote the Member Free File offer. FFI and the IRS will provide agreed-upon, identical language that must be used on each Member’s Free File Landing Page, and will additionally designate an identical place and size of display on each Member’s Free File Landing Page for such language that offers taxpayers to leave the Member’s Free File Landing Page to go to a Member’s Paid Service Offering Page. The Member’s Paid Service Offering Page is the place where taxpayers can review specific offers to procure for a fee tax-related value added services the Member wishes to sell. This section prohibits Member companies from providing a specific list of services it provides to taxpayers on the Member Free File Landing Page. That list of services may only appear on the Member’s Paid Service Offering Page. Information about Free File must be at the top of the Free File Landing page and above the fold. If value added buttons are listed on the Free File Landing Page, they must always be placed at the bottom of the Free File Landing page. If there are any flashing images, the content of the image must relate exclusively to Free File. Members may not deviate from the standard presentation on the Member Free File Landing Page. In addition, each Member Free File Landing Page must also include information about state return options, including a single, consolidated fee charged for state return preparation and e- filing, a list of state forms offered, and federal
|
4.33.7
|
The Member shall have a prominent link permitting taxpayers on a Member’s Paid Service Offering Page to easily and clearly return to the Member Free File Landing Page.
|
4.33.8
|
The Member shall also have a prominent link permitting taxpayers on Member’s Free File landing page to easily and clearly return to the
IRS.gov
Free File Landing Page.
|
4.34
|
Names Utilized by Member Companies
. Members shall possess a clear association between the company or product name posted on
IRS.gov
and the Member’s company or product name. Where a company or product name has been used prior to 2007 by a Member company, the Executive Director and the IRS has the authority to accept or reject a proposed name change to company or product name, and if the Executive Director refuses to permit such change, it is subject to the Dispute Resolution Mechanism at Article 7. No change in name of company or product will be permitted once the Member submits its name to FFI and the IRS for the tax season, unless such a change is required by an adjudication regarding such name.
|
4.35
|
Use of the Free File Logo
. The IRS and the Members agree to use the logo consistent with the terms specified in Version 1 of the Trademark and Copyright Assignment and License Agreement, December 31, 2007.
|
4.36
|
Promotion of the Free File Program
. The IRS will make consistent, good-faith efforts to promote the Free File program in appropriate media activities, interactions with other federal agencies, social media and social networking activities, and in its appropriate technology applications. The IRS will make its best efforts to add Free File to IRS2Go application in 2016. Any final decision by IRS on this issue will depend on budgetary and other IRS considerations.
|
4.37
|
Innovations
. FFI and IRS agree that specific, continuous, and ongoing efforts should be made to provide further innovations for the benefit of Free File taxpayers. Accordingly, notwithstanding other terms in this MOU, Section 4.37 shall become effective in January 2015.
|
4.37.1
|
Pre-Population of Returning Taxpayer’s Prior Year Tax Information
. IRS and FFI share the goal that Members should be encouraged to incorporate technology that pre-populates a taxpayer’s prior year return data into the current year return
|
4.37.2
|
Pre-Population of Taxpayer Data from W-2 and 1099 to Current Year Returns
.
|
4.37.3
|
IRS and FFI mutually agree to support and promote Free File as an “Innovation Lab” to test, pilot, and offer capabilities to simplify taxpayer compliance, such as data importation offered by industry as described in 4.37.2, and such as IRS’s Application Programming Interface (API) projects, consistent with all other terms and conditions in this MOU.
|
6.1
|
Removal from the IRS Free File Website
. A Member’s listing may be removed from the IRS Free File Website, or a New Market Entrant may be refused permission to list its offering upon the IRS Free File Website, based upon the occurrence of any of the following:
|
6.1.1
|
The IRS and/or the Executive Director’s determination that a New Market Entrant does not meet the Level of Service and/or Standards of Practice of this MOU;
|
6.1.2
|
The IRS and/or the Executive Director’s determination that a Member has failed to provide Services in accordance with the Standards of Practice set forth in this MOU, and the Member has not taken necessary corrective actions, if any may be taken, in the timeframe allotted by the IRS’s and/or Executive Director’s written notice to the Member;
|
6.1.3
|
The IRS and/or the Executive Director’s receipt of notice that a Member has undergone an event of Bankruptcy; or
|
6.1.4
|
The IRS and/or the Executive Director’s receipt of written notice from a Member that the Member does not wish to be listed on the IRS Free File Website and/or continue in FFI
|
6.2
|
Determination Process
. The Executive Director and/or the IRS may make the determinations described in 6.1.1 through 6.1.4 above (i) in coordination with each other; (ii) upon each party’s own volition with written notice to the other party; or
|
7.1
|
Administrative Review
. After a determination process pursuant to Article 6 of this MOU, a Member advised by the IRS of the denial or removal of its free offer from posting on the IRS Free File Website has the right to an administrative review. The Member may submit a detailed written explanation with supporting documentation requesting a final determination that the decision to deny or remove their offer from the IRS Free File Website should be withdrawn. Within 3 business days of receipt of the Member’s written response, the IRS will reconsider and may either withdraw or affirm its action. During this administrative review process, the decision remains in effect.
|
7.2
|
Administrative Remedy
. After a determination process pursuant to Article 6 of this MOU, any Member who has been refused the ability to list on the IRS Free File Website and/or has been removed from the IRS Free File Website by the IRS, or mutually by the IRS and FFI, may challenge the determination to the Civilian Board of Contract Appeals (CBCA) in accordance with the CBCA’ s Rule of Procedure.
|
7.2.1
|
The CBCA will be the exclusive venue for resolving disputes concerning any action taken by the IRS or the IRS and FFI under the terms of this MOU as described in 7.2.
|
7.2.2
|
FFI shall be responsible for paying the CBCA for all costs incurred by the CBCA in any proceeding related to this provision. Each party to the adjudication shall initially pay its own costs and fees. For the purposes of this section, a party to adjudication may include any Member, FFI, and/or the IRS.
|
7.2.3
|
If the IRS, or mutually by the IRS and FFI, determines not to permit a New Market Entrant to list its offering on the IRS Free File Website, the IRS and FFI, by mutual agreement, may permit or refuse the New Market Entrant the right to use this provision to review the decision not to permit the New Market Entrant’s listing on the IRS Free File Website. For the purposes of this Section, the payment provisions of Section 7.2.2 apply to any adjudication brought by a New Market Entrant.7.2.4 A Member or New Market Entrant who does not prevail in its appeal before the CBCA is required to pay 100 percent of the costs, fees, and expenses incurred by the CBCA and FFI. FFI will invoice the Member and/or New Market Entrant for such costs, fees and expenses, and the Member and/or New Market Entrant shall pay FFI within 10 days of presentation of an invoice for such amount. If the Member or New Market Entrant does not pay these costs, they are no longer in good standing and cannot participate in FFI meetings or be posted on the IRS website.
|
7.3
|
The following rules apply to all CBCA proceedings: the Member and/or New Market
|
10.1
|
Either party may terminate this MOU for cause if the other Party fails to comply with this MOU, and such failure is not cured within thirty days of written notice of such failure from the other party.
|
10.2
|
The IRS may terminate this MOU without cause, such termination to be effective 12 months after the date of notice of such termination.
|
10.3
|
Should the IRS commit funding to offer Services for free to taxpayers the IRS shall notify FFI immediately. If the IRS gives such notice during the tax season (between January 1 and April 15, or the last day of the filing deadline if that date is changed from April 15) of any year, FFI may, by written notice to IRS, terminate this MOU, effective on April 16 (or, if the filing deadline is changed from April 15, on the day following such new deadline) of that year. If the IRS gives such notice between April 16 (or, if the filing deadline is changed from April 15, on the day following such new deadline) and October 15 of any year, then FFI may, by written notice to IRS other than during a tax season, terminate this Agreement,
|
Entity
|
Formation
|
Acrede Consulting Limited
|
Jersey
|
Acrede HR and Payroll Solutions Iberia SL
|
Spain
|
Acrede HR and Payroll Solutions (Jersey) Limited
|
Jersey
|
Acrede HR and Payroll Solutions Limited
|
United Kingdom
|
Acrede HR and Payroll Solutions Limited Asia Pte Limited
|
Singapore
|
Acrede HR and Payroll Solutions Pty Limited
|
Australia
|
AisleBuyer, LLC
|
Delaware
|
Apps.com, Inc.
|
Delaware
|
CarAnything.com, Inc.
|
California
|
CBS Corporate Services, Inc.
|
Texas
|
CBS Employer Services, Inc.
|
Texas
|
CBS Properties, Inc.
|
Texas
|
Computing Resources, Inc.
|
Nevada
|
Dallas Innovative Merchant Solutions, LLC
|
Texas
|
Demandforce, Inc.
|
California
|
Docstoc Inc.
|
Delaware
|
Electronic Clearing House, Inc.
|
Nevada
|
EmployeeMatters Insurance Agency, Inc.
|
Connecticut
|
Fossa Acquisition Sub LLC
|
Delaware
|
FTP Holdings Ltd
|
Jersey
|
GoodApril, Inc.
|
Delaware
|
INTU Holdings, Ltd.
|
Mauritius
|
Intuit Administrative Services, Inc.
|
Delaware
|
Intuit Australia Pty Limited
|
Australia
|
Intuit Brasil Participações Ltda.
|
Brazil
|
Intuit (Check) Software Ltd.
|
Israel
|
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 Mint Bills, Inc.
|
Delaware
|
Intuit Mint Bills Payments, Inc.
|
Delaware
|
Intuit Payment Solutions, LLC
|
California
|
Intuit Payments Inc.
|
Delaware
|
Intuit Payroll Holding, LLC
|
Delaware
|
Intuit Payroll Services, LLC
|
Delaware
|
Intuit Singapore Pte. Limited
|
Singapore
|
Investment Solution Inc.
|
Delaware
|
Invitbox Pty Ltd
|
Australia
|
Invitco Holdings Pty Limited
|
Australia
|
KDK Softwares
|
India
|
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
|
Nuance Data, Inc.
|
Delaware
|
PayCycle, Inc.
|
Delaware
|
Payroll Solution, Inc.
|
Texas
|
PaySuite Limited
|
United Kingdom
|
Porticor Inc.
|
Delaware
|
Porticor Ltd.
|
Israel
|
Quicken Investment Services, Inc.
|
Delaware
|
Quincy Data Center, LLC
|
Washington
|
SecureTax.com, Inc.
|
Delaware
|
Superior Bankcard Service LLC
|
Delaware
|
XpressCheX, Inc.
|
California
|
Zeropaper Serviços De Informática S.A.
|
Brazil
|
|
|
|
Form S-8 No.
|
|
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
|
|
|
|
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-8 No.
|
|
Plan
|
333-201426
|
|
Acrede Technology Group Holdings Limited 2014 Equity Incentive Plan
|
|
|
|
333-201671
|
|
Intuit Inc. Employee Stock Purchase Plan
|
|
|
|
333-202214
|
|
Porticor Ltd. 2015 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 1, 2015
|
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 1, 2015
|
•
|
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
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
Date:
|
September 1, 2015
|