|
|
|
|
|
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
|
Emerging growth
company
|
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
|
|
|
•
|
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 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 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;
|
•
|
our assumptions underlying our critical accounting policies and estimates, including our estimates regarding promotional 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 intention not to sell our investments and our belief that it is more likely than not that we will not be required to sell them before recovery at par;
|
•
|
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 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 plan to continue to provide ongoing enhancements and certain connected services for all future versions of our QuickBooks Desktop software products;
|
•
|
our belief that the credit facility will be available to us should we choose to borrow under it; and
|
•
|
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.
|
ITEM 1 - BUSINESS
|
CORPORATE BACKGROUND
|
BUSINESS OVERVIEW
|
•
|
Making more money: Helping consumers save money, and enabling small businesses and the self-employed to grow and prosper.
|
•
|
Eliminating work: Turning drudgery into time for what matters most.
|
•
|
Having complete confidence: Providing peace of mind when making financial or compliance decisions.
|
Small Business: This segment targets small businesses, the self-employed, and the accounting professionals who serve and advise them around the globe. Our offerings include QuickBooks financial and business management online services and desktop software, payroll solutions, and payment processing solutions.
Consumer Tax: This segment targets consumers and includes TurboTax income tax preparation products and services sold in the U.S. and Canada.
ProConnect: This segment targets professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our ProConnect professional tax offerings include Lacerte, ProSeries, ProFile, and ProConnect Tax Online.
|
•
|
Personalized experiences: With deep expertise and customer-provided data, we can create increasingly valuable personalized experiences that delight and serve our customers. For example, our TurboTax solutions use machine learning to create a customized interview, asking questions uniquely tailored to each individual situation. By delivering an amazing end-to-end experience, we offer customers the value they expect from our offerings as quickly and easily as possible.
|
•
|
Trusted open platform: With a secure, open platform, we allow real-time access to – and use of – high-quality data to internal and external developers, speeding our ability to embrace new technology, such as artificial intelligence and machine learning. One example of this is our QuickBooks open platform, where small businesses and accountants can install apps created by third-party developers to enhance the functionality and personalization of the QuickBooks experience.
|
•
|
Indispensable connections: Within our One Intuit Ecosystem we strive to build connections between customers, partners, and products on our platform. For example, TurboTax customers can obtain a credit score using technology first found in our Mint personal finance offering.
|
PRODUCTS AND SERVICES
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|||
|
|
|
|
|
|
|||
Small Business
|
50
|
%
|
|
49
|
%
|
|
50
|
%
|
Consumer Tax
|
42
|
%
|
|
42
|
%
|
|
43
|
%
|
ProConnect
|
8
|
%
|
|
9
|
%
|
|
7
|
%
|
•
|
Self-Employed. QuickBooks Self-Employed is designed specifically for self-employed customers whose needs are different than small businesses that use QuickBooks. Features include categorizing business and personal transactions, identifying and classifying tax deductible expenses, tracking mileage, calculating estimated quarterly taxes and sending invoices. QuickBooks Self-Employed can be combined with TurboTax to export and pay year-end taxes. QuickBooks Self-Employed is available both online and via a mobile application.
|
•
|
Accountants. QuickBooks Online Accountant is available to accounting professionals who use QuickBooks offerings and recommend them to their small business clients. This offering provides the tools and file-sharing capabilities that accounting professionals need to efficiently complete bookkeeping and financial reporting tasks and to manage their practices. We also offer membership in the QuickBooks ProAdvisor program, providing QuickBooks Online Accountant and QuickBooks Online Payroll services, technical support, training, product certification, access to marketing tools, and discounts on Intuit products and services purchased on behalf of clients.
|
•
|
Enterprise. Our QuickBooks Enterprise offering is designed for larger small businesses that have outgrown our QuickBooks product, and is available as a hosted or server-based solution. This offering provides industry-specific reports and features for a range of industries, including Contractor, Manufacturing and Wholesale, Nonprofit, and Retail.
|
PRODUCT DEVELOPMENT
|
SEASONALITY
|
MARKETING, SALES AND DISTRIBUTION CHANNELS
|
COMPETITION
|
CUSTOMER SERVICE AND TECHNICAL SUPPORT
|
MANUFACTURING AND DISTRIBUTION
|
PRIVACY AND SECURITY OF CUSTOMER AND EMPLOYEE INFORMATION AND TRANSACTIONS
|
GOVERNMENT REGULATION
|
INTELLECTUAL PROPERTY
|
EMPLOYEES
|
ITEM 1A - RISK FACTORS
|
•
|
inability to successfully integrate the acquired technology, data assets 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 or with regulatory requirements, and may require significant time and resources to align or rectify;
|
•
|
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;
|
•
|
the possibility that we will become subject to third-party claims arising out of such divestiture;
|
•
|
challenges in identifying and separating the intellectual properties and data to be divested from the intellectual properties and data 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.
|
•
|
different or more restrictive privacy, data protection, data localization, and other laws that could require us to make changes to our products, services and operations, such as mandating that certain types of data collected in a particular country be stored and/or processed within that country;
|
•
|
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.
|
•
|
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.
|
ITEM 1B - UNRESOLVED STAFF COMMENTS
|
ITEM 2 - PROPERTIES
|
Location
|
|
Purpose
|
|
Approximate
Square
Feet
|
|
Principal
Lease
Expiration
Dates
|
|
|
|
|
|
|
|
Mountain View, California
|
|
Corporate headquarters and principal offices for Small Business segment
|
|
487,000
|
|
2024 - 2026
|
Mountain View, California
|
|
Corporate headquarters and principal offices for Small Business segment
|
|
224,000
|
|
Owned
|
San Diego, California
|
|
Principal offices for Consumer Tax segment
|
|
466,000
|
|
Owned
|
Bangalore, India
|
|
Principal offices for Intuit India
|
|
359,000
|
|
2020 - 2022
|
Quincy, Washington
|
|
Primary data center
|
|
240,000
|
|
Owned
|
Menlo Park, California
|
|
Subleased office space
|
|
210,000
|
|
2025
|
San Francisco, California
|
|
General office space
|
|
202,000
|
|
2025
|
Woodland Hills, California
|
|
Principal offices for Small Business payment solutions business
|
|
168,000
|
|
2018
|
Plano, Texas
|
|
Principal offices for ProConnect segment and data center
|
|
166,000
|
|
2026
|
ITEM 3 - LEGAL PROCEEDINGS
|
ITEM 4 - MINE SAFETY DISCLOSURES
|
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
|
Low
|
||||
Fiscal year ended July 31, 2016
|
|
|
|
||||
First quarter
|
|
$107.75
|
|
|
|
$79.63
|
|
Second quarter
|
108.00
|
|
|
88.66
|
|
||
Third quarter
|
105.32
|
|
|
88.17
|
|
||
Fourth quarter
|
116.97
|
|
|
99.25
|
|
||
|
|
|
|
||||
Fiscal year ended July 31, 2017
|
|
|
|
|
|
||
First quarter
|
|
$114.06
|
|
|
|
$106.34
|
|
Second quarter
|
120.55
|
|
|
103.22
|
|
||
Third quarter
|
128.45
|
|
|
111.90
|
|
||
Fourth quarter
|
143.81
|
|
|
124.22
|
|
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, 2017 through May 31, 2017
|
|
88,429
|
|
|
$125.68
|
|
88,429
|
|
|
|
$1,871,634,145
|
|
June 1, 2017 through June 30, 2017
|
|
1,260,000
|
|
|
$139.33
|
|
1,260,000
|
|
|
|
$1,696,077,791
|
|
July 1, 2017 through July 31, 2017
|
|
1,310,480
|
|
|
$133.54
|
|
1,310,480
|
|
|
|
$1,521,078,092
|
|
Total
|
|
2,658,909
|
|
|
$136.02
|
|
2,658,909
|
|
|
|
|
July 31, 2012
|
|
July 31, 2013
|
|
July 31, 2014
|
|
July 31, 2015
|
|
July 31, 2016
|
|
July 31, 2017
|
||||||||||||
Intuit Inc.
|
$
|
100.00
|
|
|
$
|
111.38
|
|
|
$
|
144.30
|
|
|
$
|
188.21
|
|
|
$
|
199.88
|
|
|
$
|
249.95
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
125.00
|
|
|
$
|
146.17
|
|
|
$
|
162.55
|
|
|
$
|
171.68
|
|
|
$
|
199.22
|
|
Morgan Stanley Technology Index
|
$
|
100.00
|
|
|
$
|
106.35
|
|
|
$
|
136.57
|
|
|
$
|
153.60
|
|
|
$
|
172.05
|
|
|
$
|
219.84
|
|
ITEM 6 - SELECTED FINANCIAL DATA
|
Consolidated Statement of Operations Data
|
Fiscal
|
||||||||||||||||||
(In millions, except per share amounts)
|
2017 (1)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
5,177
|
|
|
$
|
4,694
|
|
|
$
|
4,192
|
|
|
$
|
4,243
|
|
|
$
|
3,946
|
|
Total costs and expenses
|
3,782
|
|
|
3,452
|
|
|
3,454
|
|
|
2,943
|
|
|
2,738
|
|
|||||
Operating income from continuing operations
|
1,395
|
|
|
1,242
|
|
|
738
|
|
|
1,300
|
|
|
1,208
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total share-based compensation expense included in total costs and expenses
|
326
|
|
|
278
|
|
|
242
|
|
|
186
|
|
|
166
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
971
|
|
|
806
|
|
|
413
|
|
|
853
|
|
|
807
|
|
|||||
Net income (loss) from discontinued operations
|
—
|
|
|
173
|
|
|
(48
|
)
|
|
54
|
|
|
51
|
|
|||||
Net income
|
971
|
|
|
979
|
|
|
365
|
|
|
907
|
|
|
858
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per share from continuing operations
|
$
|
3.78
|
|
|
$
|
3.08
|
|
|
$
|
1.47
|
|
|
$
|
2.99
|
|
|
$
|
2.72
|
|
Basic net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|
0.19
|
|
|
0.17
|
|
|||||
Basic net income per share
|
$
|
3.78
|
|
|
$
|
3.73
|
|
|
$
|
1.30
|
|
|
$
|
3.18
|
|
|
$
|
2.89
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share from continuing operations
|
$
|
3.72
|
|
|
$
|
3.04
|
|
|
$
|
1.45
|
|
|
$
|
2.94
|
|
|
$
|
2.66
|
|
Diluted net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|
0.18
|
|
|
0.17
|
|
|||||
Diluted net income per share
|
$
|
3.72
|
|
|
$
|
3.69
|
|
|
$
|
1.28
|
|
|
$
|
3.12
|
|
|
$
|
2.83
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per common share
|
$
|
1.36
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
0.68
|
|
(1)
|
In the first quarter of fiscal 2017, we elected to early adopt ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” As required by ASU 2016-09, excess tax benefits recognized on stock-based compensation expense are reflected in our condensed consolidated statements of operations as a component of the provision for income taxes on a prospective basis. See Note 1 to the financial statements in Item 8 of this Annual Report for more information.
|
Consolidated Balance Sheet Data
|
At July 31,
|
||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and investments
|
$
|
777
|
|
|
$
|
1,080
|
|
|
$
|
1,697
|
|
|
$
|
1,914
|
|
|
$
|
1,661
|
|
Long-term investments
|
31
|
|
|
28
|
|
|
27
|
|
|
31
|
|
|
83
|
|
|||||
Working capital (deficit)
|
(529
|
)
|
|
(637
|
)
|
|
816
|
|
|
1,200
|
|
|
1,116
|
|
|||||
Total assets
|
4,068
|
|
|
4,250
|
|
|
4,968
|
|
|
5,201
|
|
|
5,486
|
|
|||||
Short-term debt
|
50
|
|
|
512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
438
|
|
|
488
|
|
|
500
|
|
|
499
|
|
|
499
|
|
|||||
Other long-term obligations
|
130
|
|
|
146
|
|
|
172
|
|
|
166
|
|
|
135
|
|
|||||
Total stockholders’ equity
|
1,354
|
|
|
1,161
|
|
|
2,332
|
|
|
3,078
|
|
|
3,531
|
|
ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
• Executive Overview: High level discussion of our operating results and some of the trends that affect our business.
• Critical Accounting Policies and Estimates: Policies and estimates that we believe are important to understanding the assumptions and judgments underlying our financial statements.
• Results of Operations: A more detailed discussion of our revenue and expenses.
• Liquidity and Capital Resources: Discussion of key aspects of our statements of cash flows, changes in our balance sheets, and our financial commitments.
|
EXECUTIVE OVERVIEW
|
Industry Trends and Seasonality
|
Key Challenges and Risks
|
Overview of Financial Results
|
•
|
Total net revenue for fiscal 2017 was $5.2 billion, an increase of 10% compared with fiscal 2016.
|
•
|
Revenue in our Small Business segment increased 13% compared with fiscal 2016 due to 30% growth in Small Business Online Ecosystem revenue and the impact of the changes to our QuickBooks Desktop software products that we implemented in fiscal 2015.
|
•
|
Revenue in our Consumer Tax segment increased 9% compared with fiscal 2016 due to 2% growth in TurboTax federal units and a shift in mix to the higher end of our product lineup.
|
•
|
Revenue in our ProConnect segment increased 2% to $437 million in fiscal 2017 compared with fiscal 2016.
|
•
|
Operating income from continuing operations increased 12% in fiscal 2017 compared with fiscal 2016 due to the increase in revenue described above. Higher revenue was partially offset by higher costs and expenses, including higher spending for staffing, advertising and other marketing programs, and share-based compensation.
|
•
|
Net income from continuing operations increased 20% in fiscal 2017 compared with fiscal 2016 due to the increase in operating income and a lower effective tax rate in fiscal 2017.
|
•
|
Diluted net income per share from continuing operations for fiscal 2017 increased 22% to $3.72 as a result of the increase in net income and the decline in weighted average diluted common shares compared with fiscal 2016.
|
•
|
We ended fiscal 2017 with cash, cash equivalents and investments totaling $777 million. In fiscal 2017 we generated cash from operations, net sales of investments, borrowings under our revolving credit facility, and the issuance of common stock under employee stock plans. During the same period we used cash for the repayment of debt and amounts outstanding under our revolving credit facility, repurchases of shares of our common stock under our stock repurchase programs, payments of cash dividends, and capital expenditures. At July 31, 2017, we had authorization from our Board of Directors to expend up to an additional $1.5 billion for stock repurchases.
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
•
|
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
|
RESULTS OF OPERATIONS
|
Financial Overview
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions, except per share amounts)
|
Fiscal
2017
|
|
Fiscal
2016
|
|
Fiscal
2015 |
|
2017-2016
% Change
|
|
2016-2015
% Change
|
||||||||
Total net revenue
|
|
$5,177
|
|
|
|
$4,694
|
|
|
|
$4,192
|
|
|
10
|
%
|
|
12
|
%
|
Operating income from continuing operations
|
1,395
|
|
|
1,242
|
|
|
738
|
|
|
12
|
%
|
|
68
|
%
|
|||
Net income from continuing operations
|
971
|
|
|
806
|
|
|
413
|
|
|
20
|
%
|
|
95
|
%
|
|||
Diluted net income per share from continuing operations
|
|
$3.72
|
|
|
|
$3.04
|
|
|
|
$1.45
|
|
|
22
|
%
|
|
110
|
%
|
Segment Results
|
Small Business
|
|
(Dollars in millions)
|
Fiscal
2017
|
|
Fiscal
2016
|
|
Fiscal
2015 |
|
2017-2016
% Change
|
|
2016-2015
% Change
|
||||||||
Product revenue
|
$
|
789
|
|
|
$
|
709
|
|
|
$
|
709
|
|
|
|
|
|
||
Service and other revenue
|
1,808
|
|
|
1,584
|
|
|
1,399
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
2,597
|
|
|
$
|
2,293
|
|
|
$
|
2,108
|
|
|
13
|
%
|
|
9
|
%
|
% of total revenue
|
50
|
%
|
|
49
|
%
|
|
50
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
1,075
|
|
|
$
|
894
|
|
|
$
|
709
|
|
|
20
|
%
|
|
26
|
%
|
% of related revenue
|
41
|
%
|
|
39
|
%
|
|
34
|
%
|
|
|
|
|
Consumer Tax
|
|
(Dollars in millions)
|
Fiscal
2017
|
|
Fiscal
2016
|
|
Fiscal
2015 |
|
2017-2016
% Change
|
|
2016-2015
% Change
|
||||||||
Product revenue
|
$
|
225
|
|
|
$
|
226
|
|
|
$
|
212
|
|
|
|
|
|
||
Service and other revenue
|
1,918
|
|
|
1,747
|
|
|
1,588
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
2,143
|
|
|
$
|
1,973
|
|
|
$
|
1,800
|
|
|
9
|
%
|
|
10
|
%
|
% of total revenue
|
42
|
%
|
|
42
|
%
|
|
43
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
1,392
|
|
|
$
|
1,289
|
|
|
$
|
1,134
|
|
|
8
|
%
|
|
14
|
%
|
% of related revenue
|
65
|
%
|
|
65
|
%
|
|
63
|
%
|
|
|
|
|
ProConnect
|
|
(Dollars in millions)
|
Fiscal
2017
|
|
Fiscal
2016
|
|
Fiscal
2015 |
|
2017-2016
% Change
|
|
2016-2015
% Change
|
||||||||
Product revenue
|
$
|
362
|
|
|
$
|
354
|
|
|
$
|
225
|
|
|
|
|
|
||
Service and other revenue
|
75
|
|
|
74
|
|
|
59
|
|
|
|
|
|
|||||
Total segment revenue
|
$
|
437
|
|
|
$
|
428
|
|
|
$
|
284
|
|
|
2
|
%
|
|
51
|
%
|
% of total revenue
|
8
|
%
|
|
9
|
%
|
|
7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
263
|
|
|
$
|
268
|
|
|
$
|
109
|
|
|
(2
|
%)
|
|
148
|
%
|
% of related revenue
|
60
|
%
|
|
63
|
%
|
|
38
|
%
|
|
|
|
|
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Dollars in millions)
|
Fiscal
2017
|
|
% of
Related
Revenue
|
|
Fiscal
2016 |
|
% of
Related
Revenue
|
|
Fiscal
2015 |
|
% of
Related
Revenue
|
|||||||||
Cost of product revenue
|
$
|
120
|
|
|
9
|
%
|
|
$
|
131
|
|
|
10
|
%
|
|
$
|
139
|
|
|
12
|
%
|
Cost of service and other revenue
|
677
|
|
|
18
|
%
|
|
599
|
|
|
18
|
%
|
|
556
|
|
|
18
|
%
|
|||
Amortization of acquired technology
|
12
|
|
|
n/a
|
|
|
22
|
|
|
n/a
|
|
|
30
|
|
|
n/a
|
|
|||
Total cost of revenue
|
$
|
809
|
|
|
16
|
%
|
|
$
|
752
|
|
|
16
|
%
|
|
$
|
725
|
|
|
17
|
%
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Dollars in millions)
|
Fiscal
2017
|
|
% of
Total
Net
Revenue
|
|
Fiscal
2016 |
|
% of
Total
Net
Revenue
|
|
Fiscal
2015 |
|
% of
Total
Net
Revenue
|
|||||||||
Selling and marketing
|
$
|
1,420
|
|
|
27
|
%
|
|
$
|
1,289
|
|
|
28
|
%
|
|
$
|
1,288
|
|
|
31
|
%
|
Research and development
|
998
|
|
|
19
|
%
|
|
881
|
|
|
19
|
%
|
|
798
|
|
|
19
|
%
|
|||
General and administrative
|
553
|
|
|
11
|
%
|
|
518
|
|
|
11
|
%
|
|
483
|
|
|
11
|
%
|
|||
Amortization of other acquired intangible assets
|
2
|
|
|
—
|
%
|
|
12
|
|
|
—
|
%
|
|
12
|
|
|
—
|
%
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
148
|
|
|
4
|
%
|
|||
Total operating expenses
|
$
|
2,973
|
|
|
57
|
%
|
|
$
|
2,700
|
|
|
58
|
%
|
|
$
|
2,729
|
|
|
65
|
%
|
Non-Operating Income and Expenses
|
(In millions)
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Interest income (1)
|
$
|
8
|
|
|
$
|
3
|
|
|
$
|
8
|
|
Net gain (loss) on executive deferred compensation plan assets (2)
|
7
|
|
|
—
|
|
|
3
|
|
|||
Other
|
(12
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Total interest and other income (expense), net
|
$
|
3
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
Overview
|
(Dollars in millions)
|
July 31,
2017 |
|
July 31,
2016 |
|
$
Change
|
|
%
Change
|
|||||||
Cash, cash equivalents and investments
|
$
|
777
|
|
|
$
|
1,080
|
|
|
$
|
(303
|
)
|
|
(28
|
)%
|
Long-term investments
|
31
|
|
|
28
|
|
|
3
|
|
|
11
|
%
|
|||
Short-term debt
|
50
|
|
|
512
|
|
|
(462
|
)
|
|
(90
|
)%
|
|||
Long-term debt
|
438
|
|
|
488
|
|
|
(50
|
)
|
|
(10
|
)%
|
|||
Working capital (deficit)
|
(529
|
)
|
|
(637
|
)
|
|
108
|
|
|
(17
|
)%
|
|||
Ratio of current assets to current liabilities
|
0.7 : 1
|
|
|
0.7 : 1
|
|
|
|
|
|
Statements of Cash Flows
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,599
|
|
|
$
|
1,460
|
|
|
$
|
1,589
|
|
Investing activities
|
(85
|
)
|
|
371
|
|
|
(182
|
)
|
|||
Financing activities
|
(1,632
|
)
|
|
(1,999
|
)
|
|
(1,422
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
9
|
|
|
(2
|
)
|
|
(26
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(109
|
)
|
|
$
|
(170
|
)
|
|
$
|
(41
|
)
|
Stock Repurchase Programs and Dividends on Common Stock
|
Credit Facilities
|
Cash Held by Foreign Subsidiaries
|
OFF-BALANCE SHEET ARRANGEMENTS
|
CONTRACTUAL OBLIGATIONS
|
|
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
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Unsecured term loan
|
50
|
|
|
100
|
|
|
338
|
|
|
—
|
|
|
488
|
|
|||||
Interest and fees due on debt
|
10
|
|
|
19
|
|
|
4
|
|
|
—
|
|
|
33
|
|
|||||
License fee payable (1)
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Operating leases (2)
|
61
|
|
|
100
|
|
|
93
|
|
|
130
|
|
|
384
|
|
|||||
Purchase obligations (3)
|
63
|
|
|
66
|
|
|
19
|
|
|
—
|
|
|
148
|
|
|||||
Total contractual obligations (4)
|
$
|
277
|
|
|
$
|
295
|
|
|
$
|
454
|
|
|
$
|
130
|
|
|
$
|
1,156
|
|
(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 8 to the financial statements in Item 8 of this Annual Report for more information.
|
(2)
|
Includes operating leases for facilities and equipment. Amounts do not include $87 million of future sublease income. We had no significant capital leases at July 31, 2017. See Note 8 to the financial statements in Item 8 of this Annual Report for more information.
|
(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, 2017 included long-term income tax liabilities of $53 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.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
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.
|
INTUIT INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Twelve Months Ended July 31,
|
||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
1,376
|
|
|
$
|
1,289
|
|
|
$
|
1,146
|
|
Service and other
|
3,801
|
|
|
3,405
|
|
|
3,046
|
|
|||
Total net revenue
|
5,177
|
|
|
4,694
|
|
|
4,192
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product revenue
|
120
|
|
|
131
|
|
|
139
|
|
|||
Cost of service and other revenue
|
677
|
|
|
599
|
|
|
556
|
|
|||
Amortization of acquired technology
|
12
|
|
|
22
|
|
|
30
|
|
|||
Selling and marketing
|
1,420
|
|
|
1,289
|
|
|
1,288
|
|
|||
Research and development
|
998
|
|
|
881
|
|
|
798
|
|
|||
General and administrative
|
553
|
|
|
518
|
|
|
483
|
|
|||
Amortization of other acquired intangible assets
|
2
|
|
|
12
|
|
|
12
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
148
|
|
|||
Total costs and expenses
|
3,782
|
|
|
3,452
|
|
|
3,454
|
|
|||
Operating income from continuing operations
|
1,395
|
|
|
1,242
|
|
|
738
|
|
|||
Interest expense
|
(31
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|||
Interest and other income (expense), net
|
3
|
|
|
(4
|
)
|
|
1
|
|
|||
Income from continuing operations before income taxes
|
1,367
|
|
|
1,203
|
|
|
712
|
|
|||
Income tax provision
|
396
|
|
|
397
|
|
|
299
|
|
|||
Net income from continuing operations
|
971
|
|
|
806
|
|
|
413
|
|
|||
Net income (loss) from discontinued operations
|
—
|
|
|
173
|
|
|
(48
|
)
|
|||
Net income
|
$
|
971
|
|
|
$
|
979
|
|
|
$
|
365
|
|
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
3.78
|
|
|
$
|
3.08
|
|
|
$
|
1.47
|
|
Basic net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|||
Basic net income per share
|
$
|
3.78
|
|
|
$
|
3.73
|
|
|
$
|
1.30
|
|
Shares used in basic per share calculations
|
257
|
|
|
262
|
|
|
281
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share from continuing operations
|
$
|
3.72
|
|
|
$
|
3.04
|
|
|
$
|
1.45
|
|
Diluted net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|||
Diluted net income per share
|
$
|
3.72
|
|
|
$
|
3.69
|
|
|
$
|
1.28
|
|
Shares used in diluted per share calculations
|
261
|
|
|
265
|
|
|
286
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
1.36
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
INTUIT INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
971
|
|
|
$
|
979
|
|
|
$
|
365
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale debt securities
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Foreign currency translation gain (loss)
|
11
|
|
|
(3
|
)
|
|
(27
|
)
|
|||
Total other comprehensive income (loss), net
|
10
|
|
|
(2
|
)
|
|
(28
|
)
|
|||
Comprehensive income
|
$
|
981
|
|
|
$
|
977
|
|
|
$
|
337
|
|
INTUIT INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
||||
|
|
|
|
||||
|
July 31,
|
||||||
(Dollars in millions, except par value; shares in thousands)
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
529
|
|
|
$
|
638
|
|
Investments
|
248
|
|
|
442
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $46 and $51
|
103
|
|
|
108
|
|
||
Income taxes receivable
|
63
|
|
|
20
|
|
||
Prepaid expenses and other current assets
|
100
|
|
|
102
|
|
||
Current assets before funds held for customers
|
1,043
|
|
|
1,310
|
|
||
Funds held for customers
|
372
|
|
|
304
|
|
||
Total current assets
|
1,415
|
|
|
1,614
|
|
||
Long-term investments
|
31
|
|
|
28
|
|
||
Property and equipment, net
|
1,030
|
|
|
1,031
|
|
||
Goodwill
|
1,295
|
|
|
1,282
|
|
||
Acquired intangible assets, net
|
22
|
|
|
44
|
|
||
Long-term deferred income taxes
|
132
|
|
|
139
|
|
||
Other assets
|
143
|
|
|
112
|
|
||
Total assets
|
$
|
4,068
|
|
|
$
|
4,250
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
50
|
|
|
$
|
512
|
|
Accounts payable
|
157
|
|
|
184
|
|
||
Accrued compensation and related liabilities
|
300
|
|
|
289
|
|
||
Deferred revenue
|
887
|
|
|
801
|
|
||
Other current liabilities
|
178
|
|
|
161
|
|
||
Current liabilities before customer fund deposits
|
1,572
|
|
|
1,947
|
|
||
Customer fund deposits
|
372
|
|
|
304
|
|
||
Total current liabilities
|
1,944
|
|
|
2,251
|
|
||
Long-term debt
|
438
|
|
|
488
|
|
||
Long-term deferred revenue
|
202
|
|
|
204
|
|
||
Other long-term obligations
|
130
|
|
|
146
|
|
||
Total liabilities
|
2,714
|
|
|
3,089
|
|
||
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 - 255,668 shares at July 31, 2017 and 257,853 shares at July 31, 2016
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
4,854
|
|
|
4,442
|
|
||
Treasury stock, at cost
|
(10,778
|
)
|
|
(9,939
|
)
|
||
Accumulated other comprehensive loss
|
(22
|
)
|
|
(32
|
)
|
||
Retained earnings
|
7,297
|
|
|
6,687
|
|
||
Total stockholders’ equity
|
1,354
|
|
|
1,161
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,068
|
|
|
$
|
4,250
|
|
INTUIT INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
|
Common Stock
|
Additional
Paid-In Capital
|
Treasury Stock
|
Accumulated
Other
Comprehensive Loss
|
Retained Earnings
|
Total
Stockholders’ Equity
|
||||||||||||||
(Dollars in millions, shares in thousands)
|
Shares
|
Amount
|
||||||||||||||||||
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, net of shares withheld for employee taxes
|
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
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
979
|
|
977
|
|
||||||
Issuance of stock under employee stock plans, net of shares withheld for employee taxes
|
4,963
|
|
—
|
|
89
|
|
—
|
|
—
|
|
—
|
|
89
|
|
||||||
Stock repurchases under stock repurchase programs
|
(24,816
|
)
|
—
|
|
—
|
|
(2,264
|
)
|
—
|
|
—
|
|
(2,264
|
)
|
||||||
Dividends and dividend rights declared ($1.20 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(319
|
)
|
(319
|
)
|
||||||
Tax benefit from share-based compensation plans
|
—
|
|
—
|
|
59
|
|
—
|
|
—
|
|
—
|
|
59
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
287
|
|
—
|
|
—
|
|
—
|
|
287
|
|
||||||
Balance at July 31, 2016
|
257,853
|
|
3
|
|
4,442
|
|
(9,939
|
)
|
(32
|
)
|
6,687
|
|
1,161
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
971
|
|
981
|
|
||||||
Issuance of stock under employee stock plans, net of shares withheld for employee taxes
|
4,715
|
|
—
|
|
73
|
|
—
|
|
—
|
|
—
|
|
73
|
|
||||||
Stock repurchases under stock repurchase programs
|
(6,900
|
)
|
—
|
|
—
|
|
(839
|
)
|
—
|
|
—
|
|
(839
|
)
|
||||||
Dividends and dividend rights declared ($1.36 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(357
|
)
|
(357
|
)
|
||||||
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
6
|
|
—
|
|
—
|
|
(4
|
)
|
2
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
333
|
|
—
|
|
—
|
|
—
|
|
333
|
|
||||||
Balance at July 31, 2017
|
255,668
|
|
$
|
3
|
|
$
|
4,854
|
|
$
|
(10,778
|
)
|
$
|
(22
|
)
|
$
|
7,297
|
|
$
|
1,354
|
|
INTUIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
971
|
|
|
$
|
979
|
|
|
$
|
365
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
214
|
|
|
195
|
|
|
157
|
|
|||
Amortization of acquired intangible assets
|
22
|
|
|
43
|
|
|
74
|
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
297
|
|
|||
Share-based compensation expense
|
326
|
|
|
281
|
|
|
257
|
|
|||
Pre-tax gain on sale of discontinued operations (1)
|
—
|
|
|
(354
|
)
|
|
—
|
|
|||
Deferred income taxes
|
8
|
|
|
70
|
|
|
(100
|
)
|
|||
Tax benefit from share-based compensation plans
|
—
|
|
|
59
|
|
|
85
|
|
|||
Other
|
13
|
|
|
17
|
|
|
4
|
|
|||
Total adjustments
|
583
|
|
|
311
|
|
|
774
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
5
|
|
|
(20
|
)
|
|
24
|
|
|||
Income taxes receivable
|
(44
|
)
|
|
64
|
|
|
(49
|
)
|
|||
Prepaid expenses and other assets
|
(9
|
)
|
|
(10
|
)
|
|
22
|
|
|||
Accounts payable
|
—
|
|
|
(23
|
)
|
|
35
|
|
|||
Accrued compensation and related liabilities
|
10
|
|
|
(11
|
)
|
|
24
|
|
|||
Deferred revenue
|
83
|
|
|
192
|
|
|
398
|
|
|||
Other liabilities
|
—
|
|
|
(22
|
)
|
|
(4
|
)
|
|||
Total changes in operating assets and liabilities
|
45
|
|
|
170
|
|
|
450
|
|
|||
Net cash provided by operating activities
|
1,599
|
|
|
1,460
|
|
|
1,589
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of corporate and customer fund investments
|
(352
|
)
|
|
(934
|
)
|
|
(939
|
)
|
|||
Sales of corporate and customer fund investments
|
359
|
|
|
1,165
|
|
|
620
|
|
|||
Maturities of corporate and customer fund investments
|
183
|
|
|
187
|
|
|
475
|
|
|||
Net change in cash and cash equivalents held to satisfy customer fund obligations
|
(68
|
)
|
|
58
|
|
|
(49
|
)
|
|||
Net change in customer fund deposits
|
68
|
|
|
(33
|
)
|
|
49
|
|
|||
Purchases of property and equipment
|
(102
|
)
|
|
(416
|
)
|
|
(142
|
)
|
|||
Capitalization of internal use software
|
(128
|
)
|
|
(106
|
)
|
|
(119
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||
Proceeds from divestiture of businesses
|
—
|
|
|
463
|
|
|
—
|
|
|||
Other
|
(45
|
)
|
|
(13
|
)
|
|
18
|
|
|||
Net cash provided by (used in) investing activities
|
(85
|
)
|
|
371
|
|
|
(182
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facilities
|
150
|
|
|
995
|
|
|
—
|
|
|||
Repayments on borrowings under revolving credit facilities
|
(150
|
)
|
|
(995
|
)
|
|
—
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
500
|
|
|
—
|
|
|||
Repayment of debt
|
(512
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of stock under employee stock plans
|
226
|
|
|
197
|
|
|
220
|
|
|||
Payments for employee taxes withheld upon vesting of restricted stock units
|
(153
|
)
|
|
(108
|
)
|
|
(113
|
)
|
|||
Cash paid for purchases of treasury stock
|
(839
|
)
|
|
(2,264
|
)
|
|
(1,245
|
)
|
INTUIT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Dividends and dividend rights paid
|
(353
|
)
|
|
(318
|
)
|
|
(283
|
)
|
|||
Other
|
(1
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|||
Net cash used in financing activities
|
(1,632
|
)
|
|
(1,999
|
)
|
|
(1,422
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
9
|
|
|
(2
|
)
|
|
(26
|
)
|
|||
Net decrease in cash and cash equivalents
|
(109
|
)
|
|
(170
|
)
|
|
(41
|
)
|
|||
Cash and cash equivalents at beginning of period
|
638
|
|
|
808
|
|
|
849
|
|
|||
Cash and cash equivalents at end of period
|
$
|
529
|
|
|
$
|
638
|
|
|
$
|
808
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
42
|
|
|
$
|
37
|
|
|
$
|
32
|
|
Income taxes paid
|
$
|
430
|
|
|
$
|
389
|
|
|
$
|
222
|
|
(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 6, “Discontinued Operations,” for more information.
|
1. Description of Business and Summary of Significant Accounting Policies
|
Description of Business
|
Basis of Presentation
|
Seasonality
|
Use of Estimates
|
Revenue Recognition
|
Shipping and Handling
|
Customer Service and Technical Support
|
Software Development Costs
|
Internal Use Software
|
Advertising
|
Leases
|
Capitalization of Interest Expense
|
Foreign Currency
|
Income Taxes
|
Computation of Net Income (Loss) Per Share
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
971
|
|
|
$
|
806
|
|
|
$
|
413
|
|
Net income (loss) from discontinued operations
|
—
|
|
|
173
|
|
|
(48
|
)
|
|||
Net income
|
$
|
971
|
|
|
$
|
979
|
|
|
$
|
365
|
|
Denominator:
|
|
|
|
|
|
||||||
Shares used in basic per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
257
|
|
|
262
|
|
|
281
|
|
|||
Shares used in diluted per share amounts:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
257
|
|
|
262
|
|
|
281
|
|
|||
Dilutive common equivalent shares from stock options and restricted stock awards
|
4
|
|
|
3
|
|
|
5
|
|
|||
Dilutive weighted average common shares outstanding
|
261
|
|
|
265
|
|
|
286
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per share:
|
|
|
|
|
|
||||||
Basic net income per share from continuing operations
|
$
|
3.78
|
|
|
$
|
3.08
|
|
|
$
|
1.47
|
|
Basic net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|||
Basic net income per share
|
$
|
3.78
|
|
|
$
|
3.73
|
|
|
$
|
1.30
|
|
Diluted net income per share from continuing operations
|
$
|
3.72
|
|
|
$
|
3.04
|
|
|
$
|
1.45
|
|
Diluted net income (loss) per share from discontinued operations
|
—
|
|
|
0.65
|
|
|
(0.17
|
)
|
|||
Diluted net income per share
|
$
|
3.72
|
|
|
$
|
3.69
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
||||||
Weighted average stock options and restricted stock units excluded from
calculation due to anti-dilutive effect
|
3
|
|
|
2
|
|
|
2
|
|
Cash Equivalents and Investments
|
Accounts Receivable and Allowances for Doubtful Accounts
|
Funds Held for Customers and Customer Fund Deposits
|
Property and Equipment
|
Business Combinations
|
Goodwill, Acquired Intangible Assets and Other Long-Lived Assets
|
Share-Based Compensation Plans
|
Concentration of Credit Risk and Significant Customers and Suppliers
|
Accounting Standards Recently Adopted
|
Accounting Standards Not Yet Adopted
|
2. Fair Value Measurements
|
Fair Value Hierarchy
|
•
|
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
|
Assets and Liabilities Measured at Fair Value on a Recurring Basis
|
|
At July 31, 2017
|
|
At July 31, 2016
|
||||||||||||||||||||||||||||
(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 and time deposits
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal bonds
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
||||||||
Municipal auction rate securities
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||
Corporate notes
|
—
|
|
|
382
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
||||||||
U.S. agency securities
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||||
Total available-for-sale securities
|
—
|
|
|
448
|
|
|
15
|
|
|
463
|
|
|
—
|
|
|
642
|
|
|
15
|
|
|
657
|
|
||||||||
Total assets measured at fair value on a recurring basis
|
$
|
181
|
|
|
$
|
448
|
|
|
$
|
15
|
|
|
$
|
644
|
|
|
$
|
416
|
|
|
$
|
642
|
|
|
$
|
15
|
|
|
$
|
1,073
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
515
|
|
(1)
|
Carrying value on our balance sheet at July 31, 2016 was $500 million. See Note 7, “Current Liabilities – Short-Term Debt” for more information.
|
|
At July 31, 2017
|
|
At July 31, 2016
|
||||||||||||||||||||||||||||
(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
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312
|
|
In funds held for customers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||||
Total cash and cash equivalents
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
In investments
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
442
|
|
In funds held for customers
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||||||
In long-term investments
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||
Total available-for-sale securities
|
$
|
—
|
|
|
$
|
448
|
|
|
$
|
15
|
|
|
$
|
463
|
|
|
$
|
—
|
|
|
$
|
642
|
|
|
$
|
15
|
|
|
$
|
657
|
|
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
|
3. Cash and Cash Equivalents, Investments, and Funds Held for Customers
|
|
July 31, 2017
|
|
July 31, 2016
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Classification on balance sheets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
529
|
|
|
$
|
529
|
|
|
$
|
638
|
|
|
$
|
638
|
|
Investments
|
247
|
|
|
248
|
|
|
441
|
|
|
442
|
|
||||
Funds held for customers
|
372
|
|
|
372
|
|
|
304
|
|
|
304
|
|
||||
Long-term investments
|
31
|
|
|
31
|
|
|
28
|
|
|
28
|
|
||||
Total cash and cash equivalents, investments, and funds
held for customers
|
$
|
1,179
|
|
|
$
|
1,180
|
|
|
$
|
1,411
|
|
|
$
|
1,412
|
|
|
July 31, 2017
|
|
July 31, 2016
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Type of issue:
|
|
|
|
|
|
|
|
||||||||
Total cash and cash equivalents
|
$
|
701
|
|
|
$
|
701
|
|
|
$
|
742
|
|
|
$
|
742
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
63
|
|
|
63
|
|
|
186
|
|
|
186
|
|
||||
Municipal auction rate securities
|
15
|
|
|
15
|
|
|
15
|
|
|
15
|
|
||||
Corporate notes
|
381
|
|
|
382
|
|
|
419
|
|
|
420
|
|
||||
U.S. agency securities
|
3
|
|
|
3
|
|
|
36
|
|
|
36
|
|
||||
Total available-for-sale debt securities
|
462
|
|
|
463
|
|
|
656
|
|
|
657
|
|
||||
Other long-term investments
|
16
|
|
|
16
|
|
|
13
|
|
|
13
|
|
||||
Total cash and cash equivalents, investments, and funds
held for customers
|
$
|
1,179
|
|
|
$
|
1,180
|
|
|
$
|
1,411
|
|
|
$
|
1,412
|
|
|
July 31, 2017
|
|
July 31, 2016
|
||||||||||||
(In millions)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due within one year
|
$
|
209
|
|
|
$
|
209
|
|
|
$
|
285
|
|
|
$
|
285
|
|
Due within two years
|
164
|
|
|
164
|
|
|
209
|
|
|
210
|
|
||||
Due within three years
|
59
|
|
|
60
|
|
|
143
|
|
|
143
|
|
||||
Due after three years
|
30
|
|
|
30
|
|
|
19
|
|
|
19
|
|
||||
Total available-for-sale debt securities
|
$
|
462
|
|
|
$
|
463
|
|
|
$
|
656
|
|
|
$
|
657
|
|
4. Property and Equipment
|
|
Life in
|
|
July 31,
|
||||||
(Dollars in millions)
|
Years
|
|
2017
|
|
2016
|
||||
Equipment
|
3-5
|
|
$
|
579
|
|
|
$
|
533
|
|
Computer software
|
3-6
|
|
749
|
|
|
619
|
|
||
Furniture and fixtures
|
5
|
|
82
|
|
|
73
|
|
||
Leasehold improvements
|
2-16
|
|
310
|
|
|
296
|
|
||
Land
|
NA
|
|
81
|
|
|
60
|
|
||
Buildings
|
5-30
|
|
547
|
|
|
403
|
|
||
Capital in progress
|
NA
|
|
71
|
|
|
256
|
|
||
|
|
|
2,419
|
|
|
2,240
|
|
||
Less accumulated depreciation and amortization
|
|
|
(1,389
|
)
|
|
(1,209
|
)
|
||
Total property and equipment, net
|
|
|
$
|
1,030
|
|
|
$
|
1,031
|
|
5. Goodwill and Acquired Intangible Assets
|
Goodwill
|
(In millions)
|
Balance
July 31,
2015
|
|
Goodwill
Acquired/
Adjusted
|
|
Balance
July 31,
2016
|
|
Goodwill
Acquired/
Adjusted
|
|
Balance
July 31,
2017
|
||||||||||
Small Business
|
$
|
1,157
|
|
|
$
|
16
|
|
|
$
|
1,173
|
|
|
$
|
12
|
|
|
$
|
1,185
|
|
Consumer Tax
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
ProConnect
|
91
|
|
|
—
|
|
|
91
|
|
|
1
|
|
|
92
|
|
|||||
Totals
|
$
|
1,266
|
|
|
$
|
16
|
|
|
$
|
1,282
|
|
|
$
|
13
|
|
|
$
|
1,295
|
|
Acquired Intangible Assets
|
(Dollars in millions)
|
Customer
Lists
|
|
Purchased
Technology
|
|
Trade
Names
and Logos
|
|
Covenants
Not to
Compete
or Sue
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
240
|
|
|
$
|
367
|
|
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
662
|
|
Accumulated amortization
|
(240
|
)
|
|
(346
|
)
|
|
(23
|
)
|
|
(31
|
)
|
|
(640
|
)
|
|||||
Acquired intangible assets, net
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
22
|
|
Weighted average life in years
|
NA
|
|
|
6
|
|
|
NA
|
|
|
9
|
|
|
6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
At July 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
241
|
|
|
$
|
369
|
|
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
665
|
|
Accumulated amortization
|
(240
|
)
|
|
(329
|
)
|
|
(23
|
)
|
|
(29
|
)
|
|
(621
|
)
|
|||||
Acquired intangible assets, net
|
$
|
1
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
44
|
|
Weighted average life in years
|
5
|
|
|
6
|
|
|
NA
|
|
|
9
|
|
|
6
|
|
(In millions)
|
Expected
Future
Amortization
Expense
|
||
|
|
||
Twelve months ending July 31,
|
|
||
2018
|
$
|
13
|
|
2019
|
6
|
|
|
2020
|
3
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total expected future amortization expense
|
$
|
22
|
|
6. Discontinued Operations
|
7. Current Liabilities
|
Short-Term Debt
|
Unsecured Revolving Credit Facilities
|
Other Current Liabilities
|
|
July 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Executive deferred compensation plan liabilities
|
$
|
83
|
|
|
$
|
69
|
|
Reserve for promotional discounts and rebates
|
19
|
|
|
14
|
|
||
Reserve for product returns
|
7
|
|
|
7
|
|
||
Current portion of license fee payable
|
10
|
|
|
10
|
|
||
Current portion of deferred rent
|
6
|
|
|
6
|
|
||
Current portion of dividend payable
|
9
|
|
|
5
|
|
||
Interest payable
|
—
|
|
|
11
|
|
||
Other
|
44
|
|
|
39
|
|
||
Total other current liabilities
|
$
|
178
|
|
|
$
|
161
|
|
8. Long-Term Obligations and Commitments
|
Long-Term Debt
|
Other Long-Term Obligations
|
|
July 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Total deferred rent
|
$
|
49
|
|
|
$
|
56
|
|
Long-term income tax liabilities
|
53
|
|
|
54
|
|
||
Total license fee payable
|
18
|
|
|
26
|
|
||
Long-term deferred income tax liabilities
|
7
|
|
|
7
|
|
||
Other
|
20
|
|
|
20
|
|
||
Total long-term obligations
|
147
|
|
|
163
|
|
||
Less current portion (included in other current liabilities)
|
(17
|
)
|
|
(17
|
)
|
||
Long-term obligations due after one year
|
$
|
130
|
|
|
$
|
146
|
|
Operating Lease Commitments and Unconditional Purchase Obligations
|
(In millions)
|
Purchase
Obligations
|
|
Operating
Lease
Commitments
|
|
Sublease Income
|
|
Net Operating Lease Commitments
|
||||||||
Fiscal year ending July 31,
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
63
|
|
|
$
|
61
|
|
|
$
|
24
|
|
|
$
|
37
|
|
2019
|
42
|
|
|
51
|
|
|
21
|
|
|
30
|
|
||||
2020
|
24
|
|
|
49
|
|
|
19
|
|
|
30
|
|
||||
2021
|
19
|
|
|
47
|
|
|
16
|
|
|
31
|
|
||||
2022
|
—
|
|
|
46
|
|
|
7
|
|
|
39
|
|
||||
Thereafter
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||
Total commitments
|
$
|
148
|
|
|
$
|
384
|
|
|
$
|
87
|
|
|
$
|
297
|
|
9. Income Taxes
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
345
|
|
|
$
|
401
|
|
|
$
|
253
|
|
State
|
36
|
|
|
33
|
|
|
20
|
|
|||
Foreign
|
8
|
|
|
13
|
|
|
7
|
|
|||
Total current
|
389
|
|
|
447
|
|
|
280
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
4
|
|
|
(42
|
)
|
|
14
|
|
|||
State
|
1
|
|
|
(7
|
)
|
|
1
|
|
|||
Foreign
|
2
|
|
|
(1
|
)
|
|
4
|
|
|||
Total deferred
|
7
|
|
|
(50
|
)
|
|
19
|
|
|||
Total provision for income taxes from continuing operations
|
$
|
396
|
|
|
$
|
397
|
|
|
$
|
299
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
1,362
|
|
|
$
|
1,205
|
|
|
$
|
716
|
|
Foreign
|
5
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Total
|
$
|
1,367
|
|
|
$
|
1,203
|
|
|
$
|
712
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income from continuing operations before income taxes
|
$
|
1,367
|
|
|
$
|
1,203
|
|
|
$
|
712
|
|
|
|
|
|
|
|
||||||
Statutory federal income tax
|
$
|
479
|
|
|
$
|
421
|
|
|
$
|
249
|
|
State income tax, net of federal benefit
|
24
|
|
|
17
|
|
|
15
|
|
|||
Federal research and experimentation credits
|
(24
|
)
|
|
(33
|
)
|
|
(19
|
)
|
|||
Domestic production activities deduction
|
(34
|
)
|
|
(34
|
)
|
|
(19
|
)
|
|||
Stock-based compensation
|
14
|
|
|
16
|
|
|
15
|
|
|||
Federal excess tax benefits related to stock-based compensation
|
(69
|
)
|
|
—
|
|
|
—
|
|
|||
Effects of non-U.S. operations
|
5
|
|
|
11
|
|
|
12
|
|
|||
Non-deductible goodwill
|
—
|
|
|
—
|
|
|
40
|
|
|||
Other, net
|
1
|
|
|
(1
|
)
|
|
6
|
|
|||
Total provision for income taxes from continuing operations
|
$
|
396
|
|
|
$
|
397
|
|
|
$
|
299
|
|
|
July 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves not currently deductible
|
$
|
35
|
|
|
$
|
33
|
|
Deferred revenue
|
74
|
|
|
56
|
|
||
Deferred rent
|
13
|
|
|
14
|
|
||
Accrued and deferred compensation
|
62
|
|
|
55
|
|
||
Loss and tax credit carryforwards
|
71
|
|
|
51
|
|
||
Stock-based compensation
|
70
|
|
|
62
|
|
||
Other, net
|
14
|
|
|
11
|
|
||
Total gross deferred tax assets
|
339
|
|
|
282
|
|
||
Valuation allowance
|
(64
|
)
|
|
(40
|
)
|
||
Total deferred tax assets
|
275
|
|
|
242
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
93
|
|
|
86
|
|
||
Property and equipment
|
57
|
|
|
24
|
|
||
Total deferred tax liabilities
|
150
|
|
|
110
|
|
||
Net deferred tax assets
|
$
|
125
|
|
|
$
|
132
|
|
|
July 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Long-term deferred income taxes
|
$
|
132
|
|
|
$
|
139
|
|
Long-term deferred income taxes included in other long-term obligations
|
(7
|
)
|
|
(7
|
)
|
||
Net deferred tax assets
|
$
|
125
|
|
|
$
|
132
|
|
Unrecognized Tax Benefits
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Gross unrecognized tax benefits, beginning balance
|
$
|
60
|
|
|
$
|
56
|
|
|
$
|
40
|
|
Increases related to tax positions from prior fiscal years, including acquisitions
|
8
|
|
|
7
|
|
|
15
|
|
|||
Decreases related to tax positions from prior fiscal years
|
(8
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|||
Increases related to tax positions taken during current fiscal year
|
9
|
|
|
15
|
|
|
5
|
|
|||
Settlements with tax authorities
|
(8
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|||
Gross unrecognized tax benefits, ending balance
|
$
|
61
|
|
|
$
|
60
|
|
|
$
|
56
|
|
10. Stockholders’ Equity
|
Stock Repurchase Programs
|
Dividends on Common Stock
|
Description of 2005 Equity Incentive Plan
|
Description of Employee Stock Purchase Plan
|
Share-Based Compensation Expense
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of service and other revenue
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
6
|
|
Selling and marketing
|
88
|
|
|
77
|
|
|
69
|
|
|||
Research and development
|
122
|
|
|
90
|
|
|
80
|
|
|||
General and administrative
|
108
|
|
|
103
|
|
|
87
|
|
|||
Total share-based compensation expense from continuing operations
|
326
|
|
|
278
|
|
|
242
|
|
|||
Income tax benefit
|
(179
|
)
|
|
(86
|
)
|
|
(75
|
)
|
|||
Decrease in net income from continuing operations
|
$
|
147
|
|
|
$
|
192
|
|
|
$
|
167
|
|
|
|
|
|
|
|
||||||
Decrease in net income per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.57
|
|
|
$
|
0.73
|
|
|
$
|
0.59
|
|
Diluted
|
$
|
0.56
|
|
|
$
|
0.72
|
|
|
$
|
0.58
|
|
Determining Fair Value
|
|
Twelve Months Ended July 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Assumptions for stock options:
|
|
|
|
|
|
|||
Expected volatility (range)
|
22% - 23%
|
|
|
22% - 26%
|
|
|
22% - 24%
|
|
Weighted average expected volatility
|
23
|
%
|
|
22
|
%
|
|
23
|
%
|
Risk-free interest rate (range)
|
1.65% - 1.70%
|
|
|
0.98% - 1.49%
|
|
|
1.13% - 1.47%
|
|
Expected dividend yield
|
0.97% - 1.17%
|
|
|
1.06% - 1.36%
|
|
|
0.93% - 1.05%
|
|
|
|
|
|
|
|
|||
Assumptions for ESPP:
|
|
|
|
|
|
|||
Expected volatility (range)
|
18% - 21%
|
|
|
23% - 26%
|
|
|
20% - 23%
|
|
Weighted average expected volatility
|
20
|
%
|
|
25
|
%
|
|
21
|
%
|
Risk-free interest rate (range)
|
0.30% - 0.89%
|
|
|
0.06% - 0.47%
|
|
|
0.01% - 0.15%
|
|
Expected dividend yield
|
1.09% - 1.10%
|
|
|
1.13% - 1.34%
|
|
|
0.96% - 1.19%
|
|
Share-Based Awards Available for Grant
|
(Shares in thousands)
|
Shares
Available
for Grant
|
|
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
|
|
Options granted
|
(2,553
|
)
|
Restricted stock units granted (1)
|
(9,364
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
3,724
|
|
Balance at July 31, 2016
|
8,990
|
|
Additional shares authorized
|
23,110
|
|
Options granted
|
(1,786
|
)
|
Restricted stock units granted (1)
|
(9,160
|
)
|
Share-based awards canceled/forfeited/expired (1)(2)
|
4,010
|
|
Balance at July 31, 2017
|
25,164
|
|
(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 RSUs canceled, expired or forfeited under our 2005 Equity Incentive Plan are returned to the pool of shares available for grant. Shares withheld for income taxes upon vesting of RSUs that were granted on or after July 21, 2016 are also returned to the pool of shares available for grant. Stock options and RSUs canceled, expired or forfeited under older expired plans are not returned to the pool of shares available for grant.
|
Stock Option Activity and Related Share-Based Compensation Expense
|
|
Options Outstanding
|
|||||
(Shares in thousands)
|
Number of
Shares
|
|
Weighted Average
Exercise Price
Per Share
|
|||
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
|
|
|
Granted
|
2,553
|
|
|
113.08
|
|
|
Exercised
|
(2,566
|
)
|
|
48.93
|
|
|
Canceled or expired
|
(354
|
)
|
|
74.56
|
|
|
Balance at July 31, 2016
|
8,346
|
|
|
88.55
|
|
|
Granted
|
1,786
|
|
|
135.24
|
|
|
Exercised
|
(2,213
|
)
|
|
69.12
|
|
|
Canceled or expired
|
(431
|
)
|
|
104.78
|
|
|
Balance at July 31, 2017
|
7,488
|
|
|
|
$104.50
|
|
|
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
|
7,488
|
|
|
6.85
|
|
|
$104.50
|
|
|
|
$238
|
|
Options exercisable
|
3,555
|
|
|
4.71
|
|
|
$85.91
|
|
|
|
$179
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average fair value of options granted (per share)
|
$
|
25.54
|
|
|
$
|
20.35
|
|
|
$
|
19.39
|
|
|
|
|
|
|
|
||||||
Total grant date fair value of options vested
|
$
|
37
|
|
|
$
|
32
|
|
|
$
|
36
|
|
|
|
|
|
|
|
||||||
Aggregate intrinsic value of options exercised
|
$
|
126
|
|
|
$
|
134
|
|
|
$
|
191
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense for stock options and ESPP
|
$
|
52
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
|
|
|
|
|
||||||
Total tax benefit for stock option and ESPP share-based compensation
|
$
|
49
|
|
|
$
|
13
|
|
|
$
|
11
|
|
|
|
|
|
|
|
||||||
Cash received from option exercises
|
$
|
153
|
|
|
$
|
126
|
|
|
$
|
154
|
|
|
|
|
|
|
|
||||||
Cash tax benefits realized related to tax deductions for non-qualified option exercises and disqualifying dispositions under all share-based payment arrangements
|
$
|
46
|
|
|
$
|
47
|
|
|
$
|
68
|
|
Restricted Stock Unit Activity and Related Share-Based Compensation Expense
|
(Shares in thousands)
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at July 31, 2014
|
9,455
|
|
|
|
$62.46
|
|
Granted
|
3,501
|
|
|
89.58
|
|
|
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
|
|
|
72.48
|
|
|
Granted
|
4,072
|
|
|
99.30
|
|
|
Vested
|
(2,392
|
)
|
|
78.07
|
|
|
Forfeited
|
(1,557
|
)
|
|
77.03
|
|
|
Nonvested at July 31, 2016
|
9,039
|
|
|
82.30
|
|
|
Granted
|
3,983
|
|
|
119.84
|
|
|
Vested
|
(3,121
|
)
|
|
86.93
|
|
|
Forfeited
|
(1,265
|
)
|
|
76.75
|
|
|
Nonvested at July 31, 2017
|
8,636
|
|
|
|
$98.76
|
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Total fair market value of shares vested
|
$
|
388
|
|
|
$
|
288
|
|
|
$
|
282
|
|
|
|
|
|
|
|
||||||
Share-based compensation for RSUs
|
$
|
274
|
|
|
$
|
230
|
|
|
$
|
194
|
|
|
|
|
|
|
|
||||||
Total tax benefit related to RSU share-based compensation expense
|
$
|
130
|
|
|
$
|
73
|
|
|
$
|
64
|
|
|
|
|
|
|
|
||||||
Cash tax benefits realized for tax deductions for RSUs
|
$
|
130
|
|
|
$
|
92
|
|
|
$
|
96
|
|
Accumulated Other Comprehensive Loss
|
|
July 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Unrealized gains on available-for-sale debt securities
|
$
|
—
|
|
|
$
|
1
|
|
Foreign currency translation adjustments
|
(22
|
)
|
|
(33
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(22
|
)
|
|
$
|
(32
|
)
|
11. Benefit Plans
|
Non-Qualified Deferred Compensation Plan
|
401(k) Plan
|
12. Litigation
|
13. Segment Information
|
Small Business: This segment targets small businesses, the self-employed, and the accounting professionals who serve and advise them around the globe. Our offerings include QuickBooks financial and business management online services and desktop software, payroll solutions, and payment processing solutions.
Consumer Tax: This segment targets consumers and includes TurboTax income tax preparation products and services sold in the U.S. and Canada.
ProConnect: This segment targets professional accountants in the U.S. and Canada, who are essential to both small business success and tax preparation and filing. Our ProConnect professional tax offerings include Lacerte, ProSeries, ProFile, and ProConnect Tax Online.
|
|
Twelve Months Ended July 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
Small Business
|
$
|
2,597
|
|
|
$
|
2,293
|
|
|
$
|
2,108
|
|
Consumer Tax
|
2,143
|
|
|
1,973
|
|
|
1,800
|
|
|||
ProConnect
|
437
|
|
|
428
|
|
|
284
|
|
|||
Total net revenue
|
$
|
5,177
|
|
|
$
|
4,694
|
|
|
$
|
4,192
|
|
|
|
|
|
|
|
||||||
Operating income from continuing operations:
|
|
|
|
|
|
||||||
Small Business
|
$
|
1,075
|
|
|
$
|
894
|
|
|
$
|
709
|
|
Consumer Tax
|
1,392
|
|
|
1,289
|
|
|
1,134
|
|
|||
ProConnect
|
263
|
|
|
268
|
|
|
109
|
|
|||
Total segment operating income
|
2,730
|
|
|
2,451
|
|
|
1,952
|
|
|||
Unallocated corporate items:
|
|
|
|
|
|
||||||
Share-based compensation expense
|
(326
|
)
|
|
(278
|
)
|
|
(242
|
)
|
|||
Other common expenses
|
(995
|
)
|
|
(897
|
)
|
|
(782
|
)
|
|||
Amortization of acquired technology
|
(12
|
)
|
|
(22
|
)
|
|
(30
|
)
|
|||
Amortization of other acquired intangible assets
|
(2
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||
Total unallocated corporate items
|
(1,335
|
)
|
|
(1,209
|
)
|
|
(1,214
|
)
|
|||
Total operating income from continuing operations
|
$
|
1,395
|
|
|
$
|
1,242
|
|
|
$
|
738
|
|
14. Selected Quarterly Financial Data (Unaudited)
|
|
Fiscal 2017 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
July 31
|
||||||||
Total net revenue
|
$
|
778
|
|
|
$
|
1,016
|
|
|
$
|
2,541
|
|
|
$
|
842
|
|
Cost of revenue
|
183
|
|
|
206
|
|
|
237
|
|
|
183
|
|
||||
All other costs and expenses
|
656
|
|
|
788
|
|
|
860
|
|
|
669
|
|
||||
Operating income (loss)
|
(61
|
)
|
|
22
|
|
|
1,444
|
|
|
(10
|
)
|
||||
Net income (loss)
|
(30
|
)
|
|
13
|
|
|
964
|
|
|
24
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
$
|
(0.12
|
)
|
|
$
|
0.05
|
|
|
$
|
3.76
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share
|
$
|
(0.12
|
)
|
|
$
|
0.05
|
|
|
$
|
3.70
|
|
|
$
|
0.09
|
|
|
Fiscal 2016 Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
October 31
|
|
January 31
|
|
April 30
|
|
July 31
|
||||||||
Total net revenue
|
$
|
713
|
|
|
$
|
923
|
|
|
$
|
2,304
|
|
|
$
|
754
|
|
Cost of revenue
|
166
|
|
|
199
|
|
|
216
|
|
|
171
|
|
||||
All other costs and expenses
|
576
|
|
|
682
|
|
|
803
|
|
|
639
|
|
||||
Operating income (loss) from continuing operations
|
(29
|
)
|
|
42
|
|
|
1,285
|
|
|
(56
|
)
|
||||
Net income (loss) from continuing operations
|
(31
|
)
|
|
29
|
|
|
848
|
|
|
(40
|
)
|
||||
Net income (loss) from discontinued operations
|
—
|
|
|
(5
|
)
|
|
178
|
|
|
—
|
|
||||
Net income (loss)
|
(31
|
)
|
|
24
|
|
|
1,026
|
|
|
(40
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share from continuing operations
|
$
|
(0.11
|
)
|
|
$
|
0.11
|
|
|
$
|
3.30
|
|
|
$
|
(0.16
|
)
|
Basic net income (loss) per share from discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
0.70
|
|
|
—
|
|
||||
Basic net income (loss) per share
|
$
|
(0.11
|
)
|
|
$
|
0.09
|
|
|
$
|
4.00
|
|
|
$
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share from continuing operations
|
$
|
(0.11
|
)
|
|
$
|
0.11
|
|
|
$
|
3.26
|
|
|
$
|
(0.16
|
)
|
Diluted net income (loss) per share from discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
0.68
|
|
|
—
|
|
||||
Diluted net income (loss) per share
|
$
|
(0.11
|
)
|
|
$
|
0.09
|
|
|
$
|
3.94
|
|
|
$
|
(0.16
|
)
|
INTUIT INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(In millions)
|
Beginning
Balance
|
|
Additions
Charged to
Expense/
Revenue
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Year ended July 31, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
51
|
|
|
$
|
44
|
|
|
$
|
(49
|
)
|
|
$
|
46
|
|
Reserve for product returns
|
7
|
|
|
76
|
|
|
(76
|
)
|
|
7
|
|
||||
Reserve for promotional discounts and rebates
|
14
|
|
|
113
|
|
|
(108
|
)
|
|
19
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
45
|
|
|
$
|
49
|
|
|
$
|
(43
|
)
|
|
$
|
51
|
|
Reserve for product returns
|
12
|
|
|
70
|
|
|
(75
|
)
|
|
7
|
|
||||
Reserve for promotional discounts and rebates
|
12
|
|
|
103
|
|
|
(101
|
)
|
|
14
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Year ended July 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
40
|
|
|
$
|
57
|
|
|
$
|
(52
|
)
|
|
$
|
45
|
|
Reserve for product returns
|
15
|
|
|
79
|
|
|
(82
|
)
|
|
12
|
|
||||
Reserve for promotional discounts and rebates
|
21
|
|
|
97
|
|
|
(106
|
)
|
|
12
|
|
Notes:
|
The table above excludes balances and activity for our discontinued operations for all periods presented.
|
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A - CONTROLS AND PROCEDURES
|
ITEM 9B - OTHER INFORMATION
|
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Brad D. Smith
|
|
53
|
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
Scott D. Cook
|
|
65
|
|
|
Chairman of the Executive Committee
|
Laura A. Fennell
|
|
56
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Sasan K. Goodarzi
|
|
49
|
|
|
Executive Vice President and General Manager, Small Business Group
|
H. Tayloe Stansbury
|
|
56
|
|
|
Executive Vice President and Chief Technology Officer
|
Daniel A. Wernikoff
|
|
45
|
|
|
Executive Vice President and General Manager, Consumer Tax Group
|
R. Neil Williams
|
|
64
|
|
|
Executive Vice President and Chief Financial Officer
|
Mark J. Flournoy
|
|
51
|
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
ITEM 11 - EXECUTIVE COMPENSATION
|
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICE
|
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(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.
|
SIGNATURES
|
|
|
|
INTUIT INC.
|
|
|
Dated:
|
September 1, 2017
|
By:
|
/s/ R. NEIL WILLIAMS
|
|
|
|
|
|
R. Neil Williams
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
POWER OF ATTORNEY
|
Name
|
|
Title
|
|
Date
|
Principal Executive Officer:
|
|
|
|
|
/s/ BRAD D. SMITH
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
|
September 1, 2017
|
Brad D. Smith
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ R. NEIL WILLIAMS
|
|
Executive Vice President and Chief Financial Officer
|
|
September 1, 2017
|
R. Neil Williams
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ MARK J. FLOURNOY
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
|
September 1, 2017
|
Mark J. Flournoy
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
/s/ EVE BURTON
|
|
Director
|
|
September 1, 2017
|
Eve Burton
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. COOK
|
|
Director
|
|
September 1, 2017
|
Scott D. Cook
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD DALZELL
|
|
Director
|
|
September 1, 2017
|
Richard Dalzell
|
|
|
|
|
|
|
|
|
|
/s/ DIANE B. GREENE
|
|
Director
|
|
September 1, 2017
|
Diane B. Greene
|
|
|
|
|
|
|
|
|
|
/s/ DEBORAH LIU
|
|
Director
|
|
September 1, 2017
|
Deborah Liu
|
|
|
|
|
|
|
|
|
|
/s/ SUZANNE NORA JOHNSON
|
|
Director
|
|
September 1, 2017
|
Suzanne Nora Johnson
|
|
|
|
|
|
|
|
|
|
/s/ DENNIS D. POWELL
|
|
Director
|
|
September 1, 2017
|
Dennis D. Powell
|
|
|
|
|
|
|
|
|
|
/s/ RAUL VAZQUEZ
|
|
Director
|
|
September 1, 2017
|
Raul Vazquez
|
|
|
|
|
|
|
|
|
|
/s/ JEFF WEINER
|
|
Director
|
|
September 1, 2017
|
Jeff Weiner
|
|
|
|
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
3.01
|
|
|
|
|
10-Q
|
6/14/2000
|
|
|
|
|
|
|
|
|
|
3.02
|
|
|
|
|
8-K
|
5/9/2016
|
|
|
|
|
|
|
|
|
|
4.01
|
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
|
4.02
|
|
|
|
|
8-K
|
3/7/2007
|
|
|
|
|
|
|
|
|
|
4.03
|
|
|
|
|
8-K
|
3/12/2007
|
|
|
|
|
|
|
|
|
|
10.01+
|
|
|
|
|
8-K
|
4/28/2008
|
|
|
|
|
|
|
|
|
|
10.02+
|
|
|
|
|
S-8
333-156205
|
12/17/2008
|
|
|
|
|
|
|
|
|
|
10.03+
|
|
|
|
|
S-8
333-163728
|
12/15/2009
|
|
|
|
|
|
|
|
|
|
10.04+
|
|
|
|
|
S-8
333-171768
|
1/19/2011
|
|
|
|
|
|
|
|
|
|
10.05+
|
|
|
|
|
8-K
|
7/27/2012
|
|
|
|
|
|
|
|
|
|
10.06+
|
|
|
|
|
S-8 333-193551
|
1/24/2014
|
|
|
|
|
|
|
|
|
|
10.07+
|
|
|
|
|
S-8 333-215639
|
1/20/2017
|
|
|
|
|
|
|
|
|
|
10.08+
|
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
|
10.09+
|
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
|
10.10+
|
|
|
|
|
10-Q
|
12/1/2011
|
|
|
|
|
|
|
|
|
|
10.11+
|
|
|
|
|
10-Q
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
10.12+
|
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
|
10.13+
|
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
|
10.14+
|
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
|
10.15+
|
|
|
|
|
10-Q
|
3/1/2013
|
|
|
|
|
|
|
|
|
|
10.16+
|
|
|
|
|
10-Q
|
3/1/2013
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.17+
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18+
|
|
|
|
|
10-K
|
9/1/2016
|
|
|
|
|
|
|
|
|
|
10.19+
|
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
|
10.20+
|
|
|
|
|
10-Q
|
11/21/2014
|
|
|
|
|
|
|
|
|
|
10.21+
|
|
|
|
|
10-K
|
9/1/2015
|
|
|
|
|
|
|
|
|
|
10.22+
|
|
|
|
|
10-K
|
9/1/2015
|
|
|
|
|
|
|
|
|
|
10.23+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.24+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.25+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.26+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.27+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.28+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.29+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.30+
|
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
|
10.31+
|
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
|
10.32+
|
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
|
10.33+
|
|
|
|
|
10-K
|
9/16/2010
|
|
|
|
|
|
|
|
|
|
10.34+
|
|
|
|
|
10-Q
|
5/24/2016
|
|
|
|
|
|
|
|
|
|
10.35+
|
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
|
10.36+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
10.37+
|
|
|
|
|
10-K
|
9/13/2012
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
10.38+
|
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
|
10.39+
|
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
|
10.40+
|
|
|
|
|
S-8
|
8/5/2009
|
|
|
|
|
|
|
|
|
|
10.41+
|
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
|
10.42+
|
|
|
|
|
10-K
|
9/12/2008
|
|
|
|
|
|
|
|
|
|
10.43+
|
|
|
|
|
10-K
|
9/15/2009
|
|
|
|
|
|
|
|
|
|
10.44+
|
|
|
|
|
10-Q
|
12/10/2004
|
|
|
|
|
|
|
|
|
|
10.45+
|
|
|
|
|
10-K
|
9/1/2015
|
|
|
|
|
|
|
|
|
|
10.46+
|
|
|
|
|
10-K
|
9/1/2016
|
|
|
|
|
|
|
|
|
|
10.47+
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48+
|
|
|
|
|
10-Q
|
5/31/2002
|
|
|
|
|
|
|
|
|
|
10.49+
|
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
|
10.50+
|
|
|
|
|
10-Q
|
2/23/2017
|
|
|
|
|
|
|
|
|
|
10.51+
|
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
|
10.52+
|
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
|
10.53+
|
|
|
|
|
10--K
|
9/12/2014
|
|
|
|
|
|
|
|
|
|
10.54+
|
|
|
|
|
10-K
|
9/1/2015
|
|
|
|
|
|
|
|
|
|
10.55+
|
|
|
|
|
10-K
|
9/13/2013
|
|
|
|
|
|
|
|
|
|
10.56+
|
|
|
|
|
10-K
|
9/1/2016
|
|
|
|
|
|
|
|
|
|
10.57+
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
10.58+
|
|
|
|
|
10-Q
|
12/4/2008
|
|
|
|
|
|
|
|
|
|
10.59+
|
|
|
|
|
8-K
|
10/5/2007
|
|
|
|
|
|
|
|
|
|
10.60+
|
|
|
|
|
8-K
|
11/8/2007
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.61+
|
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
|
10.62
|
|
|
|
|
10-Q
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
10.63
|
|
|
|
|
10-Q
|
2/29/2012
|
|
|
|
|
|
|
|
|
|
10.64
|
|
|
|
|
10-Q
|
12/5/2005
|
|
|
|
|
|
|
|
|
|
10.65
|
|
|
|
|
10-Q
|
12/4/2009
|
|
|
|
|
|
|
|
|
|
10.66
|
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
|
10.67
|
|
|
|
|
10-K
|
9/1/2015
|
|
|
|
|
|
|
|
|
|
10.68#
|
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
|
10.69
|
|
|
|
|
10-K
|
9/14/2007
|
|
|
|
|
|
|
|
|
|
10.70#
|
|
|
|
|
10-Q
|
5/30/2008
|
|
|
|
|
|
|
|
|
|
10.71#
|
|
|
|
|
10-Q
|
12/6/2010
|
|
|
|
|
|
|
|
|
|
10.72
|
|
|
|
|
10-Q
|
11/22/2013
|
|
|
|
|
|
|
|
|
|
10.73
|
|
|
|
|
10-K
|
9/12/2014
|
|
|
|
|
|
|
|
|
|
10.74#
|
|
|
|
|
8-K
|
11/16/2015
|
|
|
|
|
|
|
|
|
|
10.75
|
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
|
10.76
|
|
|
|
|
10-K
|
9/19/2003
|
|
|
|
|
|
|
|
|
|
10.77
|
|
|
|
|
10-Q
|
3/1/2011
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by Reference Form/File No.
|
Date
|
|
|
|
|
|
|
|
|
10.78
|
|
|
|
|
10-Q
|
3/1/2011
|
|
|
|
|
|
|
|
|
|
21.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
24.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.02
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
32.01*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
32.02*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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:
|
***
|
1.
|
In the event of your Termination prior to the last Vesting Date, the following provisions will govern the vesting of this Award:
|
(a)
|
Termination Generally: In the event of your Termination prior to the last Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award immediately will stop vesting and will terminate, and you will have no further right or claim to anything under this Award (other than with respect to the portion of the Award that has previously vested).
|
(b)
|
Termination due to Retirement: In the event of your Termination prior to the last Vesting Date due to your Retirement, you will vest in a pro-rata portion of the Number of Shares, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply that quotient by the Number of Shares, then subtract any Shares in which you already have vested, and round down to the nearest whole Share, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, “Retirement” means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten (10) full years of service with the Company (including any parent or Subsidiary).
|
(c)
|
Termination due to Death or Disability: In the event of your Termination prior to the last Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest as to 100% of the Number of Shares on your Termination Date, minus any Shares in which you already have vested, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, “Disability” is defined in Section 30(j) of the Plan.
|
(d)
|
Termination On or Within One Year Following Corporate Transaction: In the event of your Termination by the Company or its successor on or within one year following the date of a Corporate Transaction and prior to the final Vesting Date, you will vest in a pro-rata portion of the Number of Shares, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply that quotient by the Number of Shares, then subtract any Shares in which you already have vested, and round down to the nearest
|
(e)
|
For purposes of this Agreement, your Termination will be deemed to occur on the Termination Date, as defined in the Plan.
|
2.
|
Issuance of Shares under this Award: Subject to Section 4 of the Agreement, the Company will issue you the Shares subject to this Award as soon as reasonably possible after any Vesting Date or any other date upon which this Award vests under Sections 1(a) through 1(d) (but, to the extent that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) is applicable to you, in no case later than March 15th of the calendar year after the calendar year in which the vesting event occurs). Until the date the Shares are issued to you, you will have no rights as a stockholder of the Company. You acknowledge and agree that you may be required to provide a written or electronic acknowledgement prior to the issuance of any Shares to you by the Company under this Agreement.
|
3.
|
Rights as a Stockholder; Dividend Equivalent Rights: You shall have no voting or other rights as a stockholder with respect to the Shares underlying the Award until such Shares 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 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 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 are issued).
|
4.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon vesting based on the Fair Market Value on the date the Award (or portion thereof) vests. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
5.
|
Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding.
|
6.
|
Other Matters:
|
(a)
|
The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.
|
(b
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(e)
|
Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
7.
|
Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).
|
4.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon 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. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, since you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
(b)
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that the Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
Name of Participant:
|
***
|
Number of Shares:
|
***
|
2.
|
Automatic Deferral; Issuance of Shares under this Award:
|
(a)
|
Following a Vesting Date, and subject to Section 4 of the Agreement, the Company will issue you the Shares that became vested on such Vesting Date as soon as reasonably possible after the earliest of (i) the date that is one year following the applicable Vesting Date, (ii) the date of your death or 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 Internal Revenue Code of 1986, as amended (the “Code”), including the provisions of Section 6(k) 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. You acknowledge and agree that you may be required to provide a written or electronic acknowledgement prior to the issuance of any Shares to you by the Company under this Agreement. 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 underlying the Award until such Shares 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 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 are issued (it being understood that no dividend equivalents will be
|
4.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable 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. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, since you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
5.
|
Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding.
|
6.
|
Other Matters:
|
(a)
|
The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.
|
(b)
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(e)
|
Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
7.
|
Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).
|
1.
|
In the event of your Termination prior to the Vesting Date, the following provisions will govern the vesting of this Award:
|
(a)
|
Termination Generally: In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award immediately will terminate without having vested as to any of the Shares and you will have no right or claim to anything under this Award.
|
(b)
|
Termination due to Retirement: In the event of your Termination prior to the Vesting Date due to your Retirement, you will vest immediately on the date of your Retirement in a pro-rata portion of the Award, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply this quotient (the “pro rata percentage”) to the sum of (i) the number of Shares that were to vest on the Vesting Date, subject to your continued employment, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 100% of the Target Shares that remain subject to any incomplete Performance Period, and round down to the nearest whole Share. The Vesting Date under this Agreement will be your Termination Date. Subject to Section 6(k), Shares that become vested in accordance with this Section 1(b) will be distributed to you as soon as reasonably practicable following the date of your Retirement. For purposes of this Award, “Retirement” means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten (10) full years of service with the Company (including any parent or Subsidiary). Notwithstanding the foregoing, if at the time of your Retirement you will be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), then the number of Shares in which you shall vest with respect to any incomplete Performance Period shall be based on the actual level of achievement of the TSR Goals, as certified by the Committee, after applying the pro rata percentage and rounding down to the nearest whole share, and such Shares will be distributed to you at the same time as other Participants after the Vesting Date.
|
(c)
|
Termination due to Death or Disability: In the event of your Termination prior to the Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest immediately as 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) 100% of the Target Shares that remain subject to any incomplete Performance Period. The Vesting Date under this Agreement will be your Termination Date. Shares that become vested in accordance with this Section 1(c) will be distributed to you as soon as reasonably practicable following the date of your Termination due to your death or Disability. For purposes of this Award, “Disability” is defined in Section 30(j) of the Plan.
|
(d)
|
Involuntary Termination. In the event of your Involuntary Termination before the Vesting Date, a pro rata portion of this Award will vest immediately on your Termination Date by applying the pro rata percentage to the sum of (i) the number of Shares that were to vest on the Vesting Date, assuming that you had continued employment until the Vesting Date, based on the actual level of achievement of the TSR Goals, as certified by the Committee, for each completed Performance Period, and (ii) 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. Subject to Section 6(k), 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, or
|
(e)
|
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. For purposes of this Award, “Corporate Transaction” is defined in Section 30(i) of the Plan; provided that such Corporate Transaction constitutes 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).
|
(f)
|
For purposes of this Agreement, your Termination will be deemed to occur on the Termination Date, as defined in the Plan.
|
2.
|
Issuance of Shares under this Award: Subject to Section 4 of the Agreement, and except as described in the next sentence, the Company will issue you the Shares subject to this Award as soon as reasonably possible after the Vesting Date (but, to the extent that Section 409A of the U.S. Internal Revenue Code is applicable to you, in no case later than March 15th of the calendar year after the calendar year in which the Vesting Date occurs). Subject to Section 6(k), in the event of a Termination pursuant to Sections 1(b) through 1(d) prior to the Vesting Date (other than with respect to a “covered employee” under Sections 1(b) or (d)), Shares will be distributed as soon as reasonably possible after the Termination Date or, if later, the date that the Release becomes effective in accordance with Section 1(d) (but in no event later than March
|
3.
|
Rights as a Stockholder; Dividend Equivalent Rights: You shall have no voting or other rights as a stockholder with respect to the Shares underlying the Award until such Shares 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 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 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 are issued).
|
4.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon vesting based on the Fair Market Value on the Vesting Date. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
5.
|
Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding.
|
6.
|
Other Matters:
|
(a)
|
The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.
|
(b)
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(e)
|
Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
7.
|
Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).
|
Name of Participant:
|
***
|
Number of Shares:
|
***
|
1.
|
In the event of your Termination prior to the last Vesting Date, the following provisions will govern the vesting of this Award:
|
(a)
|
Termination Generally: In the event of your Termination prior to the last Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award immediately will stop vesting and will terminate, and you will have no further right or claim to anything under this Award (other than with respect to the portion of the Award that has previously vested).
|
(b)
|
Termination due to Retirement: In the event of your Termination prior to the last Vesting Date due to your Retirement, then, provided that the Threshold Goal is both met and certified by the Committee, you will vest in a pro-rata portion of the Number of Shares, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply that quotient by the Number of Shares, then subtract any Shares in which you already have vested, and round down to the nearest whole Share, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, “Retirement” means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten (10) full years of service with the Company (including any parent or Subsidiary). In the event that your Retirement occurs prior to the Committee’s certification, and the Committee subsequently certifies the achievement of the Threshold Goal, Shares that become vested in accordance with this Section 1(b) will be distributed to you as soon as reasonably practicable on or following the first Vesting Date.
|
(c)
|
Termination due to Death or Disability: In the event of your Termination prior to the last Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest as to 100% of the Number of Shares on your Termination Date, minus any Shares in which you already have vested, regardless of whether the Threshold Goal has been met, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, “Disability” is defined in Section 30(j) of the Plan.
|
(d)
|
Termination On or Within One Year Following Corporate Transaction: In the event of your Termination by the Company or its successor on or within one year following the date of a Corporate Transaction and prior to the last Vesting Date, you will vest in a pro-rata portion of the Number of Shares, regardless of whether the Threshold Goal has been met, to be calculated as follows: divide your number of full months of service since the Date of Grant by thirty-six (36) months, multiply that quotient by the Number of Shares, then subtract any Shares in which you already have vested, and round down to the nearest whole Share, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, “Corporate Transaction” is defined in Section 30(i) of the Plan.
|
(e)
|
For purposes of this Agreement, your Termination will be deemed to occur on the Termination Date, as defined in the Plan.
|
2.
|
Issuance of Shares under this Award: Subject to Section 4 of the Agreement, the Company will issue you the Shares subject to this Award as soon as reasonably possible after any Vesting Date or any other date upon which this Award vests under Sections 1(a) through 1(d) (but, to the extent that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) is applicable to you, in no case later than March 15th of the calendar year after the calendar year in which the vesting event occurs). Until the date the Shares are issued to you, you will have no rights as a stockholder of the Company. You acknowledge and agree that you may be required to provide a written or electronic acknowledgement prior to the issuance of any Shares to you by the Company under this Agreement.
|
3.
|
Rights as a Stockholder; Dividend Equivalent Rights: You shall have no voting or other rights as a stockholder with respect to the Shares underlying the Award until such Shares 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 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 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 are issued).
|
4.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Award is generally taxable upon vesting based on the Fair Market Value on the date the Award (or portion thereof) vests. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
5.
|
Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding.
|
6.
|
Other Matters:
|
(a)
|
The Award granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.
|
(b
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Award, including reducing the number of Shares subject to this Award, in accordance with Company policy.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
|
(e)
|
Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy
|
(j)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
7.
|
Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Award, and supersedes all prior agreements or promises with respect to the Award. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of an Award described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the
|
3.
|
Withholding Taxes: This Award is generally taxable for purposes of United States federal and state income tax upon settlement based on the Fair Market Value on the Settlement Date. This Award is generally taxable for purposes of United States federal and state employment taxes upon grant. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer
|
(b)
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the MSPP, the 2005 Plan, and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the MSPP and the 2005 Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the MSPP and the 2005 Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the MSPP and the 2005 Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of the MSPP and the 2005 Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the MSPP and the 2005 Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the MSPP and the 2005 Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the MSPP and the 2005 Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the MSPP and the 2005 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
4.
|
Withholding Taxes: This Award is generally taxable upon vesting based on the Fair Market Value on the Vesting Date. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other 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. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may 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 (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, 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 (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Award, including any stock-settled dividend equivalent rights paid with respect to any Shares underlying this Award. For purposes of this Award, “Fair Market Value” is defined in Section 30(m) of the 2005 Plan.
|
(b)
|
As the grant of the Award is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Award will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(d)
|
This Award is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Award is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the MSPP, the 2005 Plan, and this Award may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
(h)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the MSPP and the 2005 Plan.
|
(i)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the MSPP and the 2005 Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the MSPP and the 2005 Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(j)
|
Data Transfer for Administration of the MSPP and the 2005 Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the MSPP and the 2005 Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the MSPP and the 2005 Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the MSPP and the 2005 Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the MSPP and the 2005 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(k)
|
This Agreement, and any issuance of Shares hereunder, is intended to comply and shall be interpreted in accordance with Section 409A of the Code. Upon your Separation from Service, the Company shall determine whether any Shares issued to you in accordance with this Agreement could be determined to be payments from a nonqualified deferred compensation plan and whether you are a “specified employee” as of the applicable payment date (each as defined by Section 409A of the Code). If you are determined to be a “specified employee” and any such payments are payable in connection with your Separation from Service, and 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: (i) the date that is six (6) months after your date of Separation from Service or (ii) the date of your death. The foregoing six (6) month delay shall be applied if and only to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. 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.
|
Vesting Schedule:
|
So long as you are providing services to the Company, 33 1/3% of the Shares will vest on the First Vesting Date; then 2.778% of the Shares will vest on each monthly anniversary of the first Vesting Date until 100% vested.
|
1.
|
Termination: On your Termination, this Option will either cease to vest or, as provided in Section 5.6 of the Plan, accelerate in full if you have been actively employed by the Company for one year or more and become Disabled or die. Vesting may also be suspended in accordance with Company policies, as described in Sections 5.3 and 5.6 of the Plan.
|
2.
|
Option Exercise:
|
(a)
|
To exercise this Option, you must follow the exercise procedures established by the Company, as described in Section 5.5 of the Plan. This Option may be exercised only with respect to vested Shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a public market exists for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or Margin Commitment from you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures. You understand that the Company may be required to withhold taxes upon exercise of this Option.
|
(b)
|
Subject to the exercise procedures established by the Company, the last day this Option may be exercised is seven years from the Date of Grant which is the Expiration Date. If your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested Shares subject to the Option on your Termination Date. Following your Termination Date, this Option may be exercised with respect to vested Shares during the following post-termination exercise periods:
|
a.
|
Following your Termination due to your Retirement or to your Disability, this Option may be exercised with respect to vested Shares no later than twelve (12) months after the Termination Date;
|
b.
|
Following your Termination due to your death, or upon your death if it occurs within three (3) months following your Termination Date, this Option may be exercised with respect to vested Shares no later than eighteen (18) months after the Termination Date;
|
c.
|
Following your Termination for any other reason, this Option may be exercised with respect to vested Shares no later than ninety (90) days after the Termination Date.
|
3.
|
Withholding Taxes: If you are subject to United States federal income and employment taxes, this Option is generally taxable upon exercise based on the Fair Market Value on the date the Option (or portion thereof) vests. For further detail, and for information regarding taxation in other jurisdictions, you should refer to the Global Supplement, which is an attachment to and is incorporated by reference into this Agreement. To the extent required by applicable law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, employment tax, social security tax, social insurance, payroll tax, contributions, payment on account or other withholding obligations that arise under this Option and, if applicable, any sale of Shares. The Company shall not be required to issue Shares pursuant to this Option or to recognize any purported transfer of Shares until such obligations are satisfied. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may also be satisfied by the Company withholding a number of Shares that would otherwise be issued under this Option that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined using a rate of up to the maximum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Option. Subject to the Company’s discretion and in compliance with applicable laws, these obligations may otherwise be satisfied by other methods including, but not limited to: (a) through a “same day sale” commitment from the you and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures, (b) having the Company withhold amounts from amounts otherwise payable to you under the Company’s payroll system, and (c) any other methods approved by the Company. Notwithstanding the foregoing, if you are a Section 16 Officer of the Company, 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 Option that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations (determined as the minimum statutory rate in the applicable jurisdictions), including but not limited to withholding with respect to income and/or employment taxes on this Option. For purposes of this Option, “Fair Market Value” is defined in Section 30(m) of the Plan.
|
4.
|
Disputes: Any question concerning the interpretation of this Agreement, any adjustments to be made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding.
|
5.
|
Other Matters:
|
(a)
|
The Option granted to an employee in any one year, or at any time, does not obligate the Company or any Subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Subsidiary or other affiliate) might grant an award in any future year or in any given amount. Decisions regarding any future grants of an award, if any, will be at the sole discretion of the Committee.
|
(b)
|
As the grant of the Option is discretionary, the grant does not form part of your contract of employment. If you are employed by any Company in the group other than the Company, the grant of the Option will not form a contractual relationship between you and the Company and will not form part of your contract of employment with the Subsidiary which employs you.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, if you change classification from a full-time employee to a part-time employee, the Company may make unilateral changes to the terms and conditions of this Option, including reducing the number of Shares subject to this Option, in accordance with Company policy.
|
(d)
|
This Option is an extraordinary item that does not constitute compensation for services that you have rendered to the Company or any Subsidiaries (including, as applicable, your employer). Further, this Option is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses long-service awards, pension or retirement benefits or similar payments.
|
(e)
|
Your participation in the Plan is voluntary. The Company, and its officers or directors, do not guarantee or make any representation to you regarding the performance of the Common Stock. The future value of the Common Stock is unknown and cannot be predicted with any certainty.
|
(f)
|
Because this Agreement relates to terms and conditions under which you may be issued Shares and the Company is a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. You acknowledge and agree that any action, suit, or proceeding relating to this Agreement or the Option granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California.
|
(g)
|
Communications regarding the Plan and this Option may be made by electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company. You hereby acknowledge that you have read this provision and consent to the electronic delivery of the documents.
|
6.
|
Data Privacy:
|
(a)
|
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement by and among, as applicable, your employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
|
(b)
|
You understand that your employer, the Company and its Subsidiaries, as applicable, collect and hold certain personal information about you regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, including, but not limited to, your name, gender, home address, email address and telephone number, date of birth, tax file number, social security number or other identification number, salary, tax information, nationality, job title, any shares of stock or directorships held in the Company and its Subsidiaries, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor and other personal data reasonably required for the purpose of implementing, administering and managing the Plan (the “Data”). For more information about your employer’s collection and processing of your Data for this purpose, please see Intuit’s Global Employee Privacy Policy, which can be found on the Company’s Intranet or by contacting your local human resources representative.
|
(c)
|
Data Transfer for Administration of Plan.
|
(i)
|
You understand that Data may be transferred to Morgan Stanley Smith Barney LLC at 2000 Westchester Avenue, Purchase, NY 10577 to assist with the implementation, administration and management of the Plan. You understand that this recipient may act as a Data Controller under applicable privacy laws and consent that Morgan Stanley may receive, possess, use, retain, and transfer Data to provide support and organizational and technical services to implement, manage, and administer the Plan. Morgan Stanley may be located in the United States or in other countries with different data privacy laws and a lower level of data privacy protections than in your country. Your employer and the Company will implement appropriate measures to ensure the security and confidentiality of Data transferred. You have the right to withdraw consent at any time with future effect.
|
(ii)
|
You understand that the Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as required by applicable laws. You understand that your consent is voluntary and that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein with future effect, in any case without cost, by contacting in writing your local human resources representative. Such a withdrawal will not affect the lawfulness of the processing prior to the consent withdrawal.
|
(iii)
|
You understand, however, that while refusing or withdrawing your consent will not have a negative impact on your employment, it may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
|
(iv)
|
If you are located in the European Union, your employer and the Company process and transfer Data to Morgan Stanley on the legal basis of: (i) your consent where required under applicable law; (ii) entering into a contract with you and performing our obligations pursuant to such contract.
|
7.
|
Miscellaneous: This Agreement (including the Plan, which is incorporated herein by reference) constitutes the entire agreement between you and the Company with respect to this Option, and supersedes all prior agreements or promises with respect to the Option. Except as provided in the Plan, this Agreement may be amended only by a written document signed by the Company and you. Subject to the terms of the Plan, the Company may assign any of its rights and obligations under this Agreement, and this Agreement shall be binding on, and inure to the benefit of, the successors and assigns of the Company. Subject to the restrictions on transfer of the Option described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors and assigns (including heirs, executors, administrators and legal representatives). All notices required under this Agreement or the Plan must be mailed or hand-delivered, (1) in the case of the Company, to the Company, attn.: Stock Administration, at 2535 Garcia Ave., Mountain View, CA 94043, or at such other address designated in writing by the Company to you, and (2) in the case of you, at the address recorded in the books and records of the Company as your then current home address. You acknowledge and agree that any such notices from the Company to you may also be delivered through the Company’s electronic mail system (prior to your Termination Date) or at the last email address you provided to the Company (after your Termination Date).
|
1.
|
Overview: Intuit Inc.’s Performance Incentive Plan (“IPI”) is a program under which Intuit Inc., including its subsidiaries which are incorporated outside of the United States of America, as well as branches, representative or liaison offices registered outside of the United States of America, hereinafter collectively referred to as “Intuit,” pay discretionary cash bonus awards to select employees. Bonus awards under the IPI, if any, are paid annually. The amount of a bonus award, if any, is based upon the employee’s bonus target, the performance of Intuit or any portion thereof, as applicable, during the plan year, the employee’s performance during the plan year, and the bonus pool made available for payments under the IPI for the applicable plan year.
|
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 the performance of Intuit or any portion thereof, as applicable; and (iii) reward exceptional individual performance that supports overall Intuit objectives.
|
3.
|
Eligibility: Unless otherwise required by applicable law, all employees of Intuit who are on the payroll of Intuit are eligible to participate in the IPI for a plan 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 of the Board of Directors of Intuit Inc. (“Compensation Committee”) also to participate in the IPI, (iv) participate in other incentive compensation plans that specifically exclude an employee’s participation in the IPI, including, but not limited to, sales incentive compensation plans and contact center incentive compensation plans, (v) participate in an incentive compensation plan sponsored by Intuit 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) commence employment pursuant to an offer letter which excludes participation in the IPI, (viii) as otherwise determined by the Compensation Committee at any time in its sole discretion, or (ix) as otherwise determined under Paragraph 8 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, the Vice President of Internal Audit and any other officer who is a Section 16 officer) are not eligible to simultaneously participate in any other bonus or cash incentive plan, unless the Officer in charge 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
|
4.
|
Plan Year: The IPI operates on a fiscal year basis (August 1st through July 31st).
|
5.
|
Bonus Awards: Bonus awards are discretionary payments. Unless otherwise required by applicable law, a Participant must be an active employee in good standing and on the payroll of Intuit on July 31st of the applicable plan year to receive a bonus payment for that plan year. A Participant who is not actively employed and on Intuit’s payroll for any reason on July 31st of the applicable plan year is not entitled to a partial or pro rata bonus award for such plan year, unless otherwise required by applicable law. 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 (1) considering the corporate and financial goals of Intuit or any portion thereof, as applicable, the Participant’s bonus target and performance for the plan year, and other factors considered to be relevant by the Compensation Committee, and (2) the bonus pool has been determined and made available for bonus awards under the IPI for the plan 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 an entire plan 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 such plan year. To the extent required by applicable law, if a Participant has received overtime pay, Intuit will take such pay into consideration in the calculation of the IPI award.
|
ii.
|
When an employee becomes a Participant, he or she shall be advised of his or her bonus target for the applicable plan year.
|
iii.
|
Following the beginning of a plan 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 Officer in charge of Human Resources or his/her delegate in consultation with the President and Chief Executive Officer.
|
v.
|
A Participant’s bonus target for a plan year may be determined based upon a variety of factors, including but not limited to, the corporate and financial goals of Intuit or any portion thereof, 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, if any, to a Participant who is a Senior Officer shall be determined by the Compensation Committee, in consultation with the President and Chief Executive Officer. The amount of a bonus award, if any, 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 the President and Chief Executive Officer in consultation with the Participant’s direct manager and the Officer in charge of Human Resources or his/her delegate.
|
ii.
|
A Participant’s bonus award, if any, may be linked to an assessment of the achievement of corporate and financial goals of Intuit or any portion thereof and the Participant’s total job performance for the applicable plan 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. Notwithstanding the foregoing or anything in the IPI to the contrary, the amount of the bonus, if any, payable to a Participant under the IPI shall be determined in the sole discretion of Intuit (by the applicable decision maker(s) described in Section 5(b)(i) above), which determination may be based on the foregoing assessment or any other considerations deemed appropriate.
|
iii.
|
There is neither a minimum nor maximum amount of a bonus award that may be paid to a Participant for a plan year. Subject to the terms and conditions of Section 5, at Intuit’s discretion, a bonus award
|
iv.
|
Except as otherwise prohibited by law or as determined by Intuit, in its sole discretion, Participant shall be responsible for taxes, social contributions and withholding applicable to any bonus award.
|
c.
|
When Bonus Awards are Paid: The timing for payment of a bonus award shall be determined by the Officer in charge of Human Resources or his/her delegate in consultation with the President and Chief Executive Officer and other senior management of Intuit. Except to the extent required by applicable law, a Participant has no right to a bonus award or any portion of a bonus award until it is earned upon being determined in accordance with Section 5(b). 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 Internal Revenue Code of 1986, as amended (the “Code”) and the Participant is subject to Section 409A of the Code (“Section 409A”), 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.
|
6.
|
Unfunded: The IPI is not funded. Bonus awards, if any, shall be made from the general assets of Intuit and paid in the form of cash. 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 the performance of Intuit or any portion thereof for the applicable plan year, but which may not in any event exceed 150% of the bonus targets for all Participants, calculated on an aggregate, company-wide basis. The performance of Intuit or any portion thereof for this purpose may be measured in a number of ways, including but not limited to: financial measures, such as revenue and operating income; qualitative measures, such as accomplishments to position the business for the future; the year’s market conditions; stockholder returns; and progress of Intuit’s business model. Intuit shall have no obligation to pay any bonus awards under the IPI simply because the Compensation Committee has determined that a certain sum has been made available from which to pay bonus awards. But in no event may the amount of the aggregate bonuses paid under the IPI for a given plan year exceed the amount of funds made available by the Compensation Committee.
|
7.
|
Amendment or Termination: 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 a plan year, which termination, change, modification or amendment may have retroactive effect. Furthermore, the President and Chief Executive Officer, Chief Financial Officer and Officer in charge 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 awards granted under the IPI either to be exempt from or comply with the requirements of Section 409A.
|
8.
|
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, the President and Chief Executive Officer and the Officer in charge 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, including any actions deemed necessary or advisable for compliance with local laws.
|
9.
|
Participation Provides No Guarantee of Employment: Except where prohibited or to the extent limited by local law, employment at Intuit is at-will. Participation in the IPI in no way constitutes an employment contract conferring either a right or obligation of continued employment.
|
10.
|
Nature of Participation; No Entitlement; No Claim for Compensation: The IPI is established voluntarily by Intuit Inc.; it is discretionary in nature and may be modified, amended, suspended or terminated as provided in Section 7 at any time. Participants have no right or entitlement to compel Intuit to exercise its discretion in favour of a Participant or in any other manner. Any payment of a bonus under the IPI is voluntary and occasional and does not create any contractual or other right to receive future grants of bonuses, or benefits in lieu thereof, even if bonuses have been granted under the IPI or similar plans repeatedly in the past. All decisions with respect to any future bonus payments, if any, will be at the sole discretion of Intuit.
|
Entity
|
Formation
|
AisleBuyer, LLC
|
Delaware
|
Apps.com, Inc.
|
Delaware
|
CBS Employer Services, Inc.
|
Texas
|
Computing Resources, Inc.
|
Nevada
|
Dallas Innovative Merchant Solutions, LLC
|
Texas
|
Electronic Clearing House, Inc.
|
Nevada
|
EmployeeMatters Insurance Agency, Inc.
|
Connecticut
|
FTP Holdings Ltd
|
Jersey
|
GoodApril, LLC
|
Delaware
|
Intuit Administrative Services, Inc.
|
Delaware
|
Intuit (Aotearoa) Limited
|
New Zealand
|
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
|
Lacerte Software Corporation
|
Delaware
|
Level Up Analytics GmbH
|
Germany
|
Lion’s Partners, LLC
|
Delaware
|
MerchantAmerica, Inc.
|
California
|
Mint Software Inc.
|
Delaware
|
MTS Global (Europe) Limited
|
United Kingdom
|
Nuance Data, Inc.
|
Delaware
|
PayCycle, Inc.
|
Delaware
|
Payroll Solution, Inc.
|
Texas
|
Porticor Inc.
|
Delaware
|
Quicken Investment Services, Inc.
|
Delaware
|
Quincy Data Center, LLC
|
Washington
|
SecureTax.com, Inc.
|
Delaware
|
Superior Bankcard Service LLC
|
Delaware
|
XpressCheX, Inc.
|
California
|
|
|
|
Form S-8 No.
|
|
Plan
|
333-121170
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-130453
|
|
Intuit Inc. 2005 Equity Incentive Plan
|
|
|
|
333-139452
|
|
Intuit Inc. 2005 Equity Incentive Plan; Intuit Inc. Employee Stock Purchase Plan
|
|
|
|
333-148112
|
|
Intuit Inc. 2005 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
|
|
|
|
333-193184
|
|
Docstoc Inc. 2007 Stock Plan
|
|
|
|
333-193551
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan
|
|
|
|
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
|
|
|
|
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
|
|
|
|
333-215639
|
|
Intuit Inc. Amended and Restated 2005 Equity Incentive Plan
|
|
|
|
Form S-3 No.
|
|
Prospectus
|
333-50417
|
|
$500,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
333-63739
|
|
$500,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
333-54610
|
|
$1,000,000,000 in the aggregate of common stock, preferred stock and debt securities
|
|
|
|
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, 2017
|
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
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
September 1, 2017
|
•
|
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, 2017
|